ROLLING
MEADOWS, Ill., Jan. 30,
2025 /PRNewswire/ -- Arthur J. Gallagher &
Co. (NYSE: AJG) today reported its financial results for the
quarter ended December 31, 2024. Management will host a
webcast conference call to discuss these results on Thursday, January 30, 2025 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
24
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4th Q
23
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|
4th Q
24
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4th Q
23
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4th Q
24
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4th Q
23
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4th Q
24
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4th Q
23
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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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$
2,296.2
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$ 2,051.5
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$
317.3
|
$
24.8
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$ 660.7
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$ 539.9
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$
1.37
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$
0.11
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Net (gains) losses on
divestitures
|
0.8
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(4.0)
|
|
0.6
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(3.0)
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0.8
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(4.0)
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-
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(0.02)
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Acquisition
integration
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-
|
-
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29.2
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50.6
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|
39.2
|
67.3
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|
0.13
|
0.23
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Workforce and lease
termination
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|
-
|
-
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|
23.0
|
7.1
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|
30.9
|
9.3
|
|
0.10
|
0.03
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Acquisition related
adjustments
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|
-
|
-
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|
39.6
|
258.2
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28.7
|
34.4
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|
0.17
|
1.17
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Amortization of
intangible assets
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-
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-
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|
121.6
|
107.4
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-
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-
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|
0.53
|
0.49
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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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(1.4)
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-
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-
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-
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(0.01)
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Levelized foreign
currency
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|
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translation
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-
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(6.1)
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-
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(4.1)
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-
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(5.5)
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-
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(0.02)
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Brokerage, as
adjusted *
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2,297.0
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2,041.4
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531.3
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439.6
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760.3
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641.4
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2.30
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1.98
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Risk Management, as
reported
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369.4
|
340.4
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42.8
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42.3
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|
72.5
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70.2
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0.19
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0.19
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Net (gains) on
divestitures
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|
(0.1)
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(0.1)
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(0.1)
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(0.1)
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(0.1)
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(0.1)
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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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|
0.8
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0.2
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1.1
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0.2
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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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2.5
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0.8
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2.6
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1.0
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0.01
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-
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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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0.1
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0.1
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0.2
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-
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-
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Amortization of
intangible assets
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-
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-
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2.7
|
2.3
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-
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-
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|
0.01
|
0.02
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Levelized foreign
currency
|
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translation
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-
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(1.6)
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-
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(0.5)
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-
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(0.8)
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-
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-
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Risk Management, as
adjusted *
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369.3
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338.7
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48.8
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45.1
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|
76.2
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70.7
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0.21
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0.21
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Corporate, as
reported
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14.4
|
1.2
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(101.9)
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(106.7)
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(46.5)
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(95.8)
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(0.44)
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(0.45)
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Transaction-related
costs
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-
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-
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14.7
|
10.1
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17.3
|
12.4
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|
0.06
|
0.05
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Legal & tax
related
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-
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-
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-
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3.4
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-
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22.0
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-
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0.02
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Clean
energy-related
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(5.3)
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-
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(1.7)
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10.9
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(2.3)
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12.0
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-
|
0.01
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Corporate, as
adjusted *
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9.1
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1.2
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(88.9)
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(82.3)
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(31.5)
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(49.4)
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(0.38)
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(0.37)
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Total Company, as
reported
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$
2,680.0
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$ 2,393.1
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$
258.2
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$
(39.6)
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$ 686.7
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$ 514.3
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$
1.12
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$
(0.15)
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Total Company, as
adjusted *
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$
2,675.4
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$ 2,381.3
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$
491.2
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$
402.4
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$ 805.0
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$ 662.7
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$
2.13
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$
1.82
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Total Brokerage
& Risk
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Management, as
reported
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$
2,665.6
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$ 2,391.9
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$
360.1
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$
67.1
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$ 733.2
|
$ 610.1
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$
1.56
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$
0.30
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Total Brokerage
& Risk
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Management, as
adjusted *
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$
2,666.3
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$ 2,380.1
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$
580.1
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$
484.7
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$ 836.5
|
$ 712.1
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$
2.51
|
$
2.19
|
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*
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For fourth quarter
2024, the pretax impact of the Brokerage segment adjustments totals
$287.3 million, mostly due to non‑cash period expenses related to
intangible amortization, with a corresponding adjustment to the
provision for income taxes of $73.3 million relating to these
items. For fourth quarter 2024, the pretax impact of the Risk
Management segment adjustments totals $8.4 million, with a
corresponding adjustment to the provision for income taxes of $2.4
million relating to these items. For fourth quarter 2024, the
pretax impact of the Corporate segment adjustments totals $15.0
million, with a corresponding adjustment to the benefit for income
taxes of $2.0 million relating to these items. A detailed
reconciliation of the 2024 and 2023 provision (benefit) for income
taxes is shown on pages 14 and 15.
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(1 of 15)
"We had an excellent fourth quarter, to close out a great year!"
said J. Patrick Gallagher, Jr.,
Chairman and CEO. "Our core brokerage and risk management
segments combined to deliver our 16th consecutive quarter of
double-digit revenue growth, including organic revenue growth of
7%. Our fourth quarter net earnings margin and adjusted
EBITDAC margins increased to 13.5% and 31.4%, respectively, and
adjusted EBITDAC grew 17%!
"We also completed 20 new mergers in the quarter, bringing our
full year total to 48 mergers and $387 million of
estimated annualized revenue. And in early December, we
announced the acquisition of AssuredPartners, a commercial
middle-market retail and specialty broker with $2.9 billion of pro-forma revenue!
"Overall, the global P/C insurance market continues to grow with
fourth quarter primary renewal premium increases, both rate and
exposure combined, consistent with the past two quarters.
Thus far, January 2025 primary
renewal premium increases are ticking slightly higher than fourth
quarter and are above 5% driven by increases in casualty classes
like umbrella and commercial auto. January 1, 2025
reinsurance renewals were orderly and reflected an environment that
favored property and specialty reinsurance buyers, while casualty
reinsurance programs generally experienced increases.
"I would like to thank our 56,000 colleagues across the globe,
whose creativity, expertise and unwavering client focus helped us
deliver another excellent year of financial performance. I am
very excited about 2025 and beyond!"
Summary of Financial
Results - Year ended December 31,
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Revenues
Before
|
|
|
|
|
|
|
|
Diluted Net
Earnings
|
|
|
|
|
Reimbursements
|
|
Net Earnings
(Loss)
|
|
EBITDAC
|
|
(Loss) Per
Share
|
Segment
|
|
Year
24
|
Year
23
|
|
Year
24
|
Year
23
|
|
Year
24
|
Year
23
|
|
Year
24
|
Year
23
|
|
|
|
|
|
|
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(in
millions)
|
|
(in
millions)
|
|
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Brokerage, as
reported
|
|
$ 9,933.8
|
$
8,637.2
|
|
$
1,685.7
|
$
1,169.4
|
|
$3,069.0
|
$2,595.8
|
|
$ 7.46
|
$ 5.30
|
|
Net (gains) on
divestitures
|
|
(24.2)
|
(9.6)
|
|
(18.0)
|
(7.2)
|
|
(24.2)
|
(9.6)
|
|
(0.08)
|
(0.03)
|
|
Acquisition
integration
|
|
-
|
-
|
|
141.9
|
184.5
|
|
190.2
|
243.7
|
|
0.63
|
0.84
|
|
Workforce and lease
termination
|
|
-
|
-
|
|
88.6
|
48.0
|
|
118.9
|
63.4
|
|
0.39
|
0.22
|
|
Acquisition related
adjustments
|
|
(26.0)
|
-
|
|
63.9
|
278.8
|
|
121.2
|
69.3
|
|
0.28
|
1.27
|
|
Amortization of
intangible assets
|
|
-
|
-
|
|
485.8
|
392.3
|
|
-
|
-
|
|
2.16
|
1.79
|
|
Effective income tax
rate impact
|
|
-
|
-
|
|
-
|
(4.9)
|
|
-
|
-
|
|
-
|
(0.02)
|
|
Levelized foreign
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation
|
|
-
|
3.5
|
|
-
|
(8.3)
|
|
-
|
(9.8)
|
|
-
|
(0.04)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted *
|
|
9,883.6
|
8,631.1
|
|
2,447.9
|
2,052.6
|
|
3,475.1
|
2,952.8
|
|
10.84
|
9.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
1,450.5
|
1,287.6
|
|
174.5
|
154.0
|
|
289.4
|
253.4
|
|
0.78
|
0.70
|
|
Net (gains) on
divestitures
|
|
(0.1)
|
(0.4)
|
|
(0.1)
|
(0.3)
|
|
(0.1)
|
(0.4)
|
|
-
|
-
|
|
Acquisition
integration
|
|
-
|
-
|
|
2.1
|
0.7
|
|
2.9
|
1.0
|
|
0.01
|
-
|
|
Workforce and lease
termination
|
|
-
|
-
|
|
5.9
|
2.5
|
|
7.2
|
3.4
|
|
0.03
|
0.01
|
|
Acquisition related
adjustments
|
|
-
|
-
|
|
0.2
|
0.4
|
|
0.3
|
0.5
|
|
-
|
-
|
|
Amortization of
intangible assets
|
|
-
|
-
|
|
9.9
|
5.6
|
|
-
|
-
|
|
0.04
|
0.03
|
|
Levelized foreign
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation
|
|
-
|
(1.0)
|
|
-
|
(0.2)
|
|
-
|
(0.5)
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted *
|
|
1,450.4
|
1,286.2
|
|
192.5
|
162.7
|
|
299.7
|
257.4
|
|
0.86
|
0.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
|
16.3
|
1.7
|
|
(389.8)
|
(357.4)
|
|
(234.0)
|
(293.6)
|
|
(1.74)
|
(1.58)
|
|
Transaction-related
costs
|
|
-
|
-
|
|
26.3
|
17.7
|
|
32.2
|
22.6
|
|
0.12
|
0.08
|
|
Legal & tax
related
|
|
-
|
-
|
|
3.5
|
26.2
|
|
-
|
48.0
|
|
0.02
|
0.12
|
|
Clean
energy-related
|
|
(5.3)
|
-
|
|
(1.7)
|
10.9
|
|
(2.3)
|
12.0
|
|
(0.01)
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted *
|
|
11.0
|
1.7
|
|
(361.7)
|
(302.6)
|
|
(204.1)
|
(211.0)
|
|
(1.61)
|
(1.37)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company, as
reported
|
|
$
11,400.6
|
$
9,926.5
|
|
$
1,470.4
|
$ 966.0
|
|
$3,124.4
|
$2,555.6
|
|
$ 6.50
|
$ 4.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company, as
adjusted *
|
|
$
11,345.0
|
$
9,919.0
|
|
$
2,278.7
|
$
1,912.7
|
|
$3,570.7
|
$2,999.2
|
|
$
10.09
|
$ 8.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Brokerage
& Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management, as
reported
|
|
$
11,384.3
|
$
9,924.8
|
|
$
1,860.2
|
$
1,323.4
|
|
$3,358.4
|
$2,849.2
|
|
$ 8.24
|
$ 6.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Brokerage
& Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management, as
adjusted *
|
|
$
11,334.0
|
$
9,917.3
|
|
$
2,640.4
|
$
2,215.3
|
|
$3,774.8
|
$3,210.2
|
|
$
11.70
|
$
10.07
|
(2 of 15)
*
|
For the year ended
December 31, 2024, the pretax impact of the Brokerage segment
adjustments totals $1,021.4 million, mostly due to non‑cash period
expenses related to intangible amortization, with a corresponding
adjustment to the provision for income taxes of $259.2 million
relating to these items. For the year ended December 31,
2024, the pretax impact of the Risk Management segment adjustments
totals $25.0 million, with a corresponding adjustment to the
provision for income taxes of $7.0 million relating to these
items. For the year ended December 31, 2024, the pretax
impact of the Corporate segment adjustments totals $29.9 million,
with a corresponding adjustment to the benefit for income taxes of
$1.8 million relating to these items. A detailed
reconciliation of the 2024 and 2023 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
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Base Commissions and Fees
|
|
|
|
|
|
|
|
|
Commissions and
fees, as reported
|
|
$
2,023.7
|
|
$
1,796.8
|
|
$
8,886.4
|
|
$
7,750.0
|
Less commissions and
fees from acquisitions
|
|
(110.0)
|
|
-
|
|
(618.2)
|
|
-
|
Less divested
operations
|
|
-
|
|
(17.4)
|
|
-
|
|
(57.9)
|
Levelized foreign
currency translation
|
|
-
|
|
(3.7)
|
|
-
|
|
5.2
|
|
|
|
|
|
|
|
|
|
|
|
Organic base
commissions and fees
|
|
$
1,913.7
|
|
$
1,775.7
|
|
$
8,268.2
|
|
$
7,697.3
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in base
commissions and fees
|
|
7.8 %
|
|
|
|
7.4 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Revenues
|
|
|
|
|
|
|
|
|
Supplemental
revenues, as reported
|
|
$
97.7
|
|
$
90.6
|
|
$
359.4
|
|
$
314.2
|
Less supplemental
revenues from acquisitions
|
|
(2.7)
|
|
-
|
|
(9.4)
|
|
-
|
Levelized foreign
currency translation
|
|
-
|
|
0.1
|
|
-
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
Organic supplemental
revenues
|
|
$
95.0
|
|
$
90.7
|
|
$
350.0
|
|
$
315.3
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in
supplemental revenues
|
|
4.7 %
|
|
|
|
11.0 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent Revenues
|
|
|
|
|
|
|
|
|
Contingent revenues,
as reported
|
|
$
52.5
|
|
$
55.4
|
|
$
267.6
|
|
$
235.3
|
Less contingent
revenues from acquisitions
|
|
(3.4)
|
|
-
|
|
(25.2)
|
|
-
|
Less divested
operations
|
|
-
|
|
-
|
|
-
|
|
(3.0)
|
Levelized foreign
currency translation
|
|
-
|
|
(0.3)
|
|
-
|
|
(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
Organic contingent
revenues
|
|
$
49.1
|
|
$
55.1
|
|
$
242.4
|
|
$
232.1
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in
contingent revenues
|
|
-10.9 %
|
|
|
|
4.4 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reported
commissions, fees, supplemental
|
|
|
|
|
|
|
|
|
|
revenues and
contingent revenues
|
|
$
2,173.9
|
|
$
1,942.8
|
|
$
9,513.4
|
|
$
8,299.5
|
Less commissions, fees,
supplemental revenues
|
|
|
|
|
|
|
|
|
|
and contingent revenues
from acquisitions
|
|
(116.1)
|
|
-
|
|
(652.8)
|
|
-
|
Less divested
operations
|
|
-
|
|
(17.4)
|
|
-
|
|
(60.9)
|
Levelized foreign
currency translation
|
|
-
|
|
(3.9)
|
|
-
|
|
6.1
|
|
|
|
|
|
|
|
|
|
|
|
Total organic
commissions, fees, supplemental
|
|
|
|
|
|
|
|
|
|
revenues and
contingent revenues
|
|
$
2,057.8
|
|
$
1,921.5
|
|
$
8,860.6
|
|
$
8,244.7
|
|
|
|
|
|
|
|
|
|
|
|
Total organic
change
|
|
7.1 %
|
|
|
|
7.5 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Activity
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Number of acquisitions
closed
|
|
19
|
|
13
|
|
46
|
|
50
|
Estimated annualized
revenues acquired (in millions)
|
|
$
188.7
|
|
$
350.7
|
|
$
362.6
|
|
$
826.0
|
Acquisition of AssuredPartners
As previously disclosed, on December 7, 2024, we agreed to
acquire AssuredPartners for approximately $13.45 billion, subject to customary regulatory
approvals and standard closing conditions. We expect to fund
the transaction using $8.5 billion of
cash raised in our December 11, 2024
follow-on common stock offering and $5.0
billion of cash borrowed in our December 19, 2024 senior notes issuance
(collectively the AssuredPartners Financing). On
January 7, 2025, we received an additional $1.28 billion of cash due to the exercise by
the underwriters of the overallotment provision related to the
follow-on common stock offering.
(3 of 15)
Brokerage Segment Reported GAAP to Adjusted Non-GAAP
Reconciliations (continued) (dollars in millions):
Compensation Expense and
Ratios
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as reported
|
|
$
1,291.4
|
|
$
1,176.9
|
|
$
5,501.4
|
|
$
4,769.1
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
(24.5)
|
|
(41.4)
|
|
(106.4)
|
|
(146.6)
|
Workforce and lease
termination related charges
|
|
(26.6)
|
|
(7.7)
|
|
(108.1)
|
|
(56.0)
|
Acquisition related
adjustments
|
|
(28.7)
|
|
(34.4)
|
|
(147.2)
|
|
(69.3)
|
Levelized foreign
currency translation
|
|
-
|
|
1.1
|
|
-
|
|
11.9
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as adjusted
|
|
$
1,211.6
|
|
$
1,094.5
|
|
$
5,139.7
|
|
$
4,509.1
|
|
|
|
|
|
|
|
|
|
|
|
Reported compensation
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
*
|
56.2 %
|
|
57.4 %
|
|
55.4 %
|
|
55.2 %
|
Adjusted compensation
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
**
|
52.8 %
|
|
53.6 %
|
|
52.0 %
|
|
52.2 %
|
|
|
*
|
Reported fourth quarter
2024 compensation expense ratio was 1.2 pts lower than fourth
quarter 2023. This ratio was primarily impacted by savings
related to headcount controls, lower integration costs and
acquisition related adjustments, as well as the benefit of higher
interest income revenues earned on proceeds associated with the
AssuredPartners Financing. These benefits were partially
offset by higher workforce and lease termination costs and
increased employee benefit costs.
|
**
|
Adjusted fourth quarter
2024 compensation expense ratio was 0.8 pts lower compared to
fourth quarter 2023. This ratio was primarily impacted by
savings related to headcount controls and the benefit of higher
interest income revenues earned on proceeds associated with the
AssuredPartners Financing, partially offset by increased employee
benefit costs.
|
Operating Expense and Ratios
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as reported
|
|
$
344.1
|
|
$
334.7
|
|
$
1,363.4
|
|
$
1,272.3
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
(14.7)
|
|
(25.9)
|
|
(83.8)
|
|
(97.1)
|
Workforce and lease
termination related charges
|
|
(4.3)
|
|
(1.6)
|
|
(10.8)
|
|
(7.4)
|
Levelized foreign
currency translation
|
|
-
|
|
(1.7)
|
|
-
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as adjusted
|
|
$
325.1
|
|
$
305.5
|
|
$
1,268.8
|
|
$
1,169.2
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
*
|
15.0 %
|
|
16.3 %
|
|
13.7 %
|
|
14.7 %
|
Adjusted operating
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
**
|
14.2 %
|
|
15.0 %
|
|
12.8 %
|
|
13.6 %
|
|
|
*
|
Reported fourth quarter
2024 operating expense ratio was 1.3 pts lower than fourth quarter
2023. This ratio was primarily impacted by lower integration
costs, professional fees, marketing expenses, and travel and
entertainment related costs, as well as savings in real estate
expenses related to office consolidations. This ratio was
also benefited by higher interest income revenues earned on
proceeds associated with the AssuredPartners Financing.
|
**
|
Adjusted fourth quarter
2024 operating expense ratio was 0.8 pts lower than fourth quarter
2023. This ratio was primarily impacted by lower professional
fees, marketing expenses, and travel and entertainment related
costs, as well as savings in real estate expenses related to office
consolidations. This ratio was also benefited by higher
interest income revenues earned on proceeds associated with the
AssuredPartners Financing.
|
(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 2024
|
|
4th Q
2023
|
|
Year 2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, as
reported
|
|
$
317.3
|
|
$
24.8
|
|
$
1,685.7
|
|
$
1,169.4
|
Provision for income
taxes
|
|
107.7
|
|
10.8
|
|
573.6
|
|
401.6
|
Depreciation
|
|
34.0
|
|
33.0
|
|
133.1
|
|
124.4
|
Amortization
|
|
163.2
|
|
142.8
|
|
651.0
|
|
523.6
|
Change in estimated
acquisition earnout payables
|
|
38.5
|
|
328.5
|
|
25.6
|
|
376.8
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
660.7
|
|
539.9
|
|
3,069.0
|
|
2,595.8
|
|
|
|
|
|
|
|
|
|
|
|
Net (gains) losses on
divestitures
|
|
0.8
|
|
(4.0)
|
|
(24.2)
|
|
(9.6)
|
Acquisition
integration
|
|
39.2
|
|
67.3
|
|
190.2
|
|
243.7
|
Workforce and lease
termination related charges
|
|
30.9
|
|
9.3
|
|
118.9
|
|
63.4
|
Acquisition related
adjustments
|
|
28.7
|
|
34.4
|
|
121.2
|
|
69.3
|
Levelized foreign
currency translation
|
|
-
|
|
(5.5)
|
|
-
|
|
(9.8)
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC, as adjusted
|
|
$
760.3
|
|
$
641.4
|
|
$
3,475.1
|
|
$
2,952.8
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings margin, as
reported using reported
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
*
|
13.8 %
|
|
1.2 %
|
|
17.0 %
|
|
13.5 %
|
EBITDAC margin, as
adjusted using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on pages 1 and
2
|
*
|
33.1 %
|
|
31.4 %
|
|
35.2 %
|
|
34.2 %
|
|
|
*
|
Fourth quarter 2024
adjusted EBITDAC margin would be 32.5% excluding approximately $20
million of interest income revenues earned on the proceeds received
in December 2024 related to the AssuredPartners
Financing.
|
Risk Management Segment Reported GAAP to Adjusted
Non-GAAP Reconciliations (dollars in millions):
Organic Revenues (Non-GAAP)
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
$
357.6
|
|
$
328.7
|
|
$
1,405.6
|
|
$
1,246.1
|
International
performance bonus fees
|
|
2.6
|
|
2.9
|
|
8.4
|
|
13.6
|
|
|
|
|
|
|
|
|
|
|
|
Fees as
reported
|
|
360.2
|
|
331.6
|
|
1,414.0
|
|
1,259.7
|
|
|
|
|
|
|
|
|
|
|
|
Less fees from
acquisitions
|
|
(12.8)
|
|
-
|
|
(58.2)
|
|
-
|
Less divested
operations
|
|
-
|
|
(2.2)
|
|
-
|
|
(4.5)
|
Levelized foreign
currency translation
|
|
-
|
|
(1.6)
|
|
-
|
|
(1.0)
|
|
|
|
|
|
|
|
|
|
|
|
Organic
fees
|
|
$
347.4
|
|
$
327.8
|
|
$
1,355.8
|
|
$
1,254.2
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in
fees
|
|
6.0 %
|
|
|
|
8.1 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Activity
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Number of acquisitions
closed
|
|
1
|
|
1
|
|
2
|
|
1
|
Estimated annualized
revenues acquired (in millions)
|
|
$
9.9
|
|
$
59.1
|
|
$
23.9
|
|
$
59.1
|
(5 of 15)
Risk Management Segment Reported GAAP to Adjusted Non-GAAP
Reconciliations (continued) (dollars in millions):
Compensation Expense and
Ratios
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as reported
|
|
$
224.7
|
|
$
207.5
|
|
$
882.4
|
|
$
776.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
(0.6)
|
|
(0.2)
|
|
(1.6)
|
|
(1.0)
|
|
Workforce and lease
termination related charges
|
|
(1.6)
|
|
(0.6)
|
|
(4.4)
|
|
(2.0)
|
|
Acquisition related
adjustments
|
|
(0.1)
|
|
(0.2)
|
|
(0.3)
|
|
(0.5)
|
|
Levelized foreign
currency translation
|
|
-
|
|
(0.6)
|
|
-
|
|
(0.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as adjusted
|
|
$
222.4
|
|
$
205.9
|
|
$
876.1
|
|
$
772.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported compensation
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
*
|
60.8 %
|
|
61.0 %
|
|
60.8 %
|
|
60.3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted compensation
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
**
|
60.2 %
|
|
60.8 %
|
|
60.4 %
|
|
60.1 %
|
|
|
|
*
|
Reported fourth quarter
2024 compensation expense ratio was 0.2 pts lower than fourth
quarter 2023. This ratio was primarily impacted by savings
related to headcount controls, partially offset by higher employee
benefit, integration and workforce and lease termination
costs.
|
**
|
Adjusted fourth quarter
2024 compensation expense ratio was 0.6 pts lower than fourth
quarter 2023. This ratio was primarily impacted by savings
related to headcount controls, partially offset by higher employee
benefit costs.
|
Operating Expense
and Ratios
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as reported
|
|
$
72.2
|
|
$
62.7
|
|
$
278.7
|
|
$
257.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
(0.5)
|
|
-
|
|
(1.3)
|
|
-
|
|
Workforce and lease
termination related charges
|
|
(1.0)
|
|
(0.4)
|
|
(2.8)
|
|
(1.4)
|
|
Levelized foreign
currency translation
|
|
-
|
|
(0.2)
|
|
-
|
|
(0.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as adjusted
|
|
$
70.7
|
|
$
62.1
|
|
$
274.6
|
|
$
255.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
*
|
19.6 %
|
|
18.4 %
|
|
19.2 %
|
|
20.0 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
**
|
19.1 %
|
|
18.3 %
|
|
18.9 %
|
|
19.9 %
|
|
|
|
*
|
Reported fourth quarter
2024 operating expense ratio was 1.2 pts higher than fourth quarter
2023. This ratio was primarily impacted by increased
technology spend, business insurance, integration, and workforce
and lease termination costs, partially offset by savings in
client-related expenses.
|
**
|
Adjusted fourth quarter
2024 operating expense ratio was 0.8 pts higher than fourth quarter
2023. This ratio was primarily driven by increased technology
spend and business insurance costs, partially offset by savings in
client-related expenses.
|
Net Earnings to Adjusted EBITDAC
(Non-GAAP)
|
|
4th Q
2024
|
|
4th Q
2023
|
|
Year
2024
|
|
Year
2023
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, as
reported
|
|
$
42.8
|
|
$
42.3
|
|
$
174.5
|
|
$
154.0
|
Provision for income
taxes
|
|
15.5
|
|
15.2
|
|
63.1
|
|
55.3
|
Depreciation
|
|
10.3
|
|
9.4
|
|
37.6
|
|
35.9
|
Amortization
|
|
3.8
|
|
3.2
|
|
13.8
|
|
7.7
|
Change in estimated
acquisition earnout payables
|
|
0.1
|
|
0.1
|
|
0.4
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
72.5
|
|
70.2
|
|
289.4
|
|
253.4
|
|
|
|
|
|
|
|
|
|
|
|
Net (gains) on
divestitures
|
|
(0.1)
|
|
(0.1)
|
|
(0.1)
|
|
(0.4)
|
Acquisition
integration
|
|
1.1
|
|
0.2
|
|
2.9
|
|
1.0
|
Workforce and lease
termination related charges
|
|
2.6
|
|
1.0
|
|
7.2
|
|
3.4
|
Acquisition related
adjustments
|
|
0.1
|
|
0.2
|
|
0.3
|
|
0.5
|
Levelized foreign
currency translation
|
|
-
|
|
(0.8)
|
|
-
|
|
(0.5)
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC, as
adjusted
|
|
$
76.2
|
|
$
70.7
|
|
$
299.7
|
|
$
257.4
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings margin, as
reported using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
|
11.6 %
|
|
12.4 %
|
|
12.0 %
|
|
12.0 %
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC margin, as
adjusted using adjusted
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on pages 1 and 2
|
|
20.6 %
|
|
20.9 %
|
|
20.7 %
|
|
20.0 %
|
. (6 of 15)
Corporate Segment Reported GAAP
Information (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
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
|
|
$ (93.7)
|
|
$ 24.4
|
|
$
(69.3)
|
|
$ (79.2)
|
|
$ 20.6
|
|
$
(58.6)
|
Clean energy related
(1)
|
|
0.3
|
|
(0.1)
|
|
0.2
|
|
(6.7)
|
|
1.7
|
|
(5.0)
|
Acquisition costs
(2)
|
|
(24.8)
|
|
5.1
|
|
(19.7)
|
|
(18.5)
|
|
2.8
|
|
(15.7)
|
Corporate (3)
(4)
|
|
(31.9)
|
|
18.8
|
|
(13.1)
|
|
(63.1)
|
|
43.5
|
|
(19.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported 4th
Quarter
|
|
(150.1)
|
|
48.2
|
|
(101.9)
|
|
(167.5)
|
|
68.6
|
|
(98.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean energy related
(1)
|
|
(2.3)
|
|
0.6
|
|
(1.7)
|
|
4.4
|
|
(1.1)
|
|
3.3
|
Transaction-related
costs (2)
|
|
17.3
|
|
(2.6)
|
|
14.7
|
|
12.4
|
|
(2.3)
|
|
10.1
|
Legal and income tax
related (3)
|
|
-
|
|
-
|
|
-
|
|
22.0
|
|
(18.6)
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Corporate Segment, as adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
(93.7)
|
|
24.4
|
|
(69.3)
|
|
(79.2)
|
|
20.6
|
|
(58.6)
|
Clean energy related
(1)
|
|
(2.0)
|
|
0.5
|
|
(1.5)
|
|
(2.3)
|
|
0.6
|
|
(1.7)
|
Acquisition
costs
|
|
(7.5)
|
|
2.5
|
|
(5.0)
|
|
(6.1)
|
|
0.5
|
|
(5.6)
|
Corporate
(4)
|
|
(31.9)
|
|
18.8
|
|
(13.1)
|
|
(41.1)
|
|
24.9
|
|
(16.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted 4th
Quarter
|
|
$
(135.1)
|
|
$ 46.2
|
|
$
(88.9)
|
|
$
(128.7)
|
|
$ 46.6
|
|
$
(82.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
31,
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Corporate Segment, as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
$
(375.5)
|
|
$ 97.7
|
|
$
(277.8)
|
|
$
(299.8)
|
|
$ 78.0
|
|
$
(221.8)
|
Clean energy related
(1)
|
|
(5.7)
|
|
1.3
|
|
(4.4)
|
|
(15.5)
|
|
4.0
|
|
(11.5)
|
Acquisition costs
(2)
|
|
(52.0)
|
|
9.7
|
|
(42.3)
|
|
(42.1)
|
|
6.4
|
|
(35.7)
|
Corporate (3)
(4)
|
|
(188.9)
|
|
123.6
|
|
(65.3)
|
|
(228.0)
|
|
149.4
|
|
(78.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported
Year
|
|
(622.1)
|
|
232.3
|
|
(389.8)
|
|
(585.4)
|
|
237.8
|
|
(347.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Clean energy related
(1)
|
|
(2.3)
|
|
0.6
|
|
(1.7)
|
|
4.4
|
|
(1.1)
|
|
3.3
|
Transaction-related
costs (2)
|
|
32.2
|
|
(5.9)
|
|
26.3
|
|
22.6
|
|
(4.9)
|
|
17.7
|
Legal and tax related
(3)
|
|
-
|
|
3.5
|
|
3.5
|
|
48.0
|
|
(21.8)
|
|
26.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Corporate Segment, as adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
(375.5)
|
|
97.7
|
|
(277.8)
|
|
(299.8)
|
|
78.0
|
|
(221.8)
|
Clean energy related
(1)
|
|
(8.0)
|
|
1.9
|
|
(6.1)
|
|
(11.1)
|
|
2.9
|
|
(8.2)
|
Acquisition
costs
|
|
(19.8)
|
|
3.8
|
|
(16.0)
|
|
(19.5)
|
|
1.5
|
|
(18.0)
|
Corporate
(4)
|
|
(188.9)
|
|
127.1
|
|
(61.8)
|
|
(180.0)
|
|
127.6
|
|
(52.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
Year
|
|
$
(592.2)
|
|
$
230.5
|
|
$
(361.7)
|
|
$
(510.4)
|
|
$
210.0
|
|
$
(300.4)
|
|
|
(1)
|
Pretax loss for the
fourth quarter is presented net of amounts attributable to
noncontrolling interests of zero in 2024 and ($7.8) million in
2023. Pretax loss for the year ended December 31 is presented
net of amounts attributable to noncontrolling interests of zero in
2024 and ($9.8) million in 2023. Adjustments in fourth
quarter 2024 and 2023 include items related to the resolution of
various partnership matters related to our clean energy
investments.
|
(2)
|
Gallagher incurred
transaction-related costs, which include legal, consulting,
employee compensation and other professional fees associated with
completed, future and terminated acquisitions. Adjustments
primarily relate to the acquisitions of the Willis Towers Watson
treaty reinsurance brokerage operations, the acquisition of Buck,
which closed in second quarter 2023, the acquisitions of Cadence
Insurance, Eastern Insurance Group and My Plan Manager, all of
which closed in fourth quarter 2023, and the pending acquisition of
AssuredPartners.
|
(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.
|
(7 of 15)
(4)
|
Corporate pretax loss
includes a net unrealized foreign exchange remeasurement gain of
$16.4 million in fourth quarter 2024 and a net unrealized foreign
exchange remeasurement loss of ($1.5) million in fourth quarter
2023. Corporate pretax loss includes a net unrealized foreign
exchange remeasurement loss of ($0.1) million in the year ended
December 31, 2024 and a net unrealized foreign exchange
remeasurement loss of ($9.8) million in the year ended December 31,
2023.
|
Interest and banking costs and debt - At
December 31, 2024, Gallagher had
$9,550.0 million of borrowings
from public debt, $3,523.0 million of borrowings from private
placements and no borrowings under its line of credit
facility. In addition, Gallagher had $225.2 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. Interest and banking costs in
fourth quarter 2024 and in the year ended December 31, 2024 are higher than the same
periods in 2023 primarily due to the debt issuances that occurred
in fourth quarter 2023, first quarter 2024 and fourth quarter
2024.
Clean energy related - For 2024, this consists of
operating results related to Gallagher's investments in new clean
energy projects.
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, 2024
and 2023 were 22.5% and (51.8)%, respectively. Gallagher's
consolidated effective tax rate for the year ended
December 31, 2024 and 2023 were 21.6% and 18.5%,
respectively.
Webcast Conference Call - Gallagher will host a
webcast conference call on Thursday, January 30, 2025 at
5:15 p.m. ET/4:15 p.m. CT. To listen to this call,
please go to Arthur J. Gallagher
& Co. - Events & Presentations (ajg.com). 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.
(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; future capital structure changes,
including debt levels from time to time; 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,
fluctuations in interest and inflation rates; geo-economic
fragmentation and protectionism such as tariffs, trade wars or
similar governmental actions affecting the flows of goods, services
or currency; potential U.S. government shutdowns or gridlock over
increasing the U.S. debt ceiling; political violence and
instability, such as the armed conflicts in Ukraine and the Middle East; its actual acquisition
opportunities, including closing risks related to pending
acquisitions, particularly those related to the acquisition of
AssuredPartners; risks with respect to acquisitions larger than its
usual tuck-in acquisitions, such as the acquisition of Buck,
Cadence Insurance, Eastern Insurance Group, My Plan Manager and the
pending acquisition of AssuredPartners, 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 its
failure to uphold its culture or negative perceptions or publicity,
including as a result of amplifying effects that the Internet and
social media may have on such perceptions; reputational issues
related to its sustainability-related activities, including
potential backlash against such activities, and compliance with
increasingly complex climate-related regulations, such as risks
related to "greenwashing" and "greenhushing"; 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, IP 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,
sustainability, 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 the impact of
large natural events; 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, 2023, its subsequently filed Quarterly Reports on
Form 10-Q and its Form 8-K filed on December
11, 2024 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.
(9 of 15)
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.
- 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 (losses) 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 acquisitions of the
Willis Towers Watson treaty reinsurance brokerage operations, Buck,
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 are associated with completed,
future and terminated acquisitions. Costs primarily relate to
the acquisitions of the Willis Towers Watson treaty reinsurance
brokerage operations, Buck, Cadence Insurance, Eastern Insurance
Group and My Plan Manager and the pending acquisition of
AssuredPartners. 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 principally relate to changes
in estimated acquisition earnout payables adjustments and
acquisition related compensation charges. In addition, from
time to time may include changes in balance sheet estimates arising
from conforming accounting principles, purchase-related true-ups
and other balance sheet adjustments made after the closing date;
the net impact of these on first quarter 2024 results was
approximately $26 million of revenues and approximately
$28 million of compensation expense.
- 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.
- 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 costs associated with the impact
of tax items associated with 2022 tax returns filed in October 2023, and (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.
- 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, which include
disposals of a business through sale or closure, run-off of a
business and the restructuring and/or repricing of programs and
products, 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 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,
2024
|
|
Dec 31,
2023
|
|
Dec 31,
2024
|
|
Dec 31,
2023
|
|
|
|
|
|
|
|
|
|
Commissions
|
$
1,500.6
|
|
$
1,326.0
|
|
$
6,693.8
|
|
$
5,865.0
|
Fees
|
523.1
|
|
470.8
|
|
2,192.6
|
|
1,885.0
|
Supplemental
revenues
|
97.7
|
|
90.6
|
|
359.4
|
|
314.2
|
Contingent
revenues
|
52.5
|
|
55.4
|
|
267.6
|
|
235.3
|
Interest income,
premium finance revenues and other income
|
122.3
|
|
108.7
|
|
420.4
|
|
337.7
|
|
Total
revenues
|
2,296.2
|
|
2,051.5
|
|
9,933.8
|
|
8,637.2
|
|
|
|
|
|
|
|
|
|
Compensation
|
1,291.4
|
|
1,176.9
|
|
5,501.4
|
|
4,769.1
|
Operating
|
344.1
|
|
334.7
|
|
1,363.4
|
|
1,272.3
|
Depreciation
|
34.0
|
|
33.0
|
|
133.1
|
|
124.4
|
Amortization
|
163.2
|
|
142.8
|
|
651.0
|
|
523.6
|
Change in estimated
acquisition earnout payables
|
38.5
|
|
328.5
|
|
25.6
|
|
376.8
|
|
Expenses
|
1,871.2
|
|
2,015.9
|
|
7,674.5
|
|
7,066.2
|
|
|
|
|
|
|
|
|
|
Earnings before income
taxes
|
425.0
|
|
35.6
|
|
2,259.3
|
|
1,571.0
|
Provision for income
taxes
|
107.7
|
|
10.8
|
|
573.6
|
|
401.6
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
317.3
|
|
24.8
|
|
1,685.7
|
|
1,169.4
|
Net earnings (loss)
attributable to noncontrolling interests
|
(0.1)
|
|
0.4
|
|
7.7
|
|
6.3
|
|
|
|
|
|
|
|
|
|
Net earnings
attributable to controlling interests
|
$
317.4
|
|
$
24.4
|
|
$
1,678.0
|
|
$
1,163.1
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
Net earnings
|
$
317.3
|
|
$
24.8
|
|
$
1,685.7
|
|
$
1,169.4
|
Provision for income
taxes
|
107.7
|
|
10.8
|
|
573.6
|
|
401.6
|
Depreciation
|
34.0
|
|
33.0
|
|
133.1
|
|
124.4
|
Amortization
|
163.2
|
|
142.8
|
|
651.0
|
|
523.6
|
Change in estimated
acquisition earnout payables
|
38.5
|
|
328.5
|
|
25.6
|
|
376.8
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
$
660.7
|
|
$
539.9
|
|
$
3,069.0
|
|
$
2,595.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q
Ended
|
|
4th Q
Ended
|
|
Year
Ended
|
|
Year
Ended
|
Risk Management
Segment
|
Dec 31,
2024
|
|
Dec 31,
2023
|
|
Dec 31,
2024
|
|
Dec 31,
2023
|
|
|
|
|
|
|
|
|
|
Fees
|
$
360.2
|
|
$
331.6
|
|
$
1,414.0
|
|
$
1,259.7
|
Interest income and
other income
|
9.2
|
|
8.8
|
|
36.5
|
|
27.9
|
|
Revenues before
reimbursements
|
369.4
|
|
340.4
|
|
1,450.5
|
|
1,287.6
|
Reimbursements
|
36.0
|
|
38.8
|
|
154.3
|
|
145.4
|
|
Total
revenues
|
405.4
|
|
379.2
|
|
1,604.8
|
|
1,433.0
|
|
|
|
|
|
|
|
|
|
Compensation
|
224.7
|
|
207.5
|
|
882.4
|
|
776.8
|
Operating
|
72.2
|
|
62.7
|
|
278.7
|
|
257.4
|
Reimbursements
|
36.0
|
|
38.8
|
|
154.3
|
|
145.4
|
Depreciation
|
10.3
|
|
9.4
|
|
37.6
|
|
35.9
|
Amortization
|
3.8
|
|
3.2
|
|
13.8
|
|
7.7
|
Change in estimated
acquisition earnout payables
|
0.1
|
|
0.1
|
|
0.4
|
|
0.5
|
|
Expenses
|
347.1
|
|
321.7
|
|
1,367.2
|
|
1,223.7
|
|
|
|
|
|
|
|
|
|
Earnings before income
taxes
|
58.3
|
|
57.5
|
|
237.6
|
|
209.3
|
Provision for income
taxes
|
15.5
|
|
15.2
|
|
63.1
|
|
55.3
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
42.8
|
|
42.3
|
|
174.5
|
|
154.0
|
Net earnings
attributable to noncontrolling interests
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Net earnings
attributable to controlling interests
|
$
42.8
|
|
$
42.3
|
|
$
174.5
|
|
$
154.0
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
Net
earnings
|
$
42.8
|
|
$
42.3
|
|
$
174.5
|
|
$
154.0
|
Provision for income
taxes
|
15.5
|
|
15.2
|
|
63.1
|
|
55.3
|
Depreciation
|
10.3
|
|
9.4
|
|
37.6
|
|
35.9
|
Amortization
|
3.8
|
|
3.2
|
|
13.8
|
|
7.7
|
Change in estimated
acquisition earnout payables
|
0.1
|
|
0.1
|
|
0.4
|
|
0.5
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
$
72.5
|
|
$
70.2
|
|
$
289.4
|
|
$
253.4
|
|
|
|
|
|
|
|
|
|
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 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,
2024
|
|
Dec 31,
2023
|
|
Dec 31,
2024
|
|
Dec 31,
2023
|
|
|
|
|
|
|
|
|
|
Other income
|
$
14.4
|
|
$
1.2
|
|
$
16.3
|
|
$
1.7
|
|
Total
revenues
|
14.4
|
|
1.2
|
|
16.3
|
|
1.7
|
|
|
|
|
|
|
|
|
|
Compensation
|
38.3
|
|
43.8
|
|
138.5
|
|
135.3
|
Operating
|
22.6
|
|
53.2
|
|
111.8
|
|
160.0
|
Interest
|
101.9
|
|
78.2
|
|
381.3
|
|
296.7
|
Depreciation
|
1.7
|
|
1.3
|
|
6.8
|
|
4.9
|
|
Expenses
|
164.5
|
|
176.5
|
|
638.4
|
|
596.9
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
(150.1)
|
|
(175.3)
|
|
(622.1)
|
|
(595.2)
|
Benefit for income
taxes
|
(48.2)
|
|
(68.6)
|
|
(232.3)
|
|
(237.8)
|
|
|
|
|
|
|
|
|
|
Net loss
|
(101.9)
|
|
(106.7)
|
|
(389.8)
|
|
(357.4)
|
Net loss attributable
to noncontrolling interests
|
-
|
|
(7.8)
|
|
-
|
|
(9.8)
|
|
|
|
|
|
|
|
|
|
Net loss
attributable to controlling interests
|
$
(101.9)
|
|
$
(98.9)
|
|
$
(389.8)
|
|
$
(347.6)
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
Net loss
|
$
(101.9)
|
|
$
(106.7)
|
|
$
(389.8)
|
|
$
(357.4)
|
Benefit for income
taxes
|
(48.2)
|
|
(68.6)
|
|
(232.3)
|
|
(237.8)
|
Interest
|
101.9
|
|
78.2
|
|
381.3
|
|
296.7
|
Depreciation
|
1.7
|
|
1.3
|
|
6.8
|
|
4.9
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
$
(46.5)
|
|
$
(95.8)
|
|
$
(234.0)
|
|
$
(293.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4th Q
Ended
|
|
4th Q
Ended
|
|
Year
Ended
|
|
Year
Ended
|
Total
Company
|
Dec 31,
2024
|
|
Dec 31,
2023
|
|
Dec 31,
2024
|
|
Dec 31,
2023
|
|
|
|
|
|
|
|
|
|
Commissions
|
$
1,500.6
|
|
$
1,326.0
|
|
$
6,693.8
|
|
$
5,865.0
|
Fees
|
883.3
|
|
802.4
|
|
3,606.6
|
|
3,144.7
|
Supplemental
revenues
|
97.7
|
|
90.6
|
|
359.4
|
|
314.2
|
Contingent
revenues
|
52.5
|
|
55.4
|
|
267.6
|
|
235.3
|
Interest income,
premium finance revenues and other income
|
145.9
|
|
118.7
|
|
473.2
|
|
367.3
|
|
Revenues before
reimbursements
|
2,680.0
|
|
2,393.1
|
|
11,400.6
|
|
9,926.5
|
Reimbursements
|
36.0
|
|
38.8
|
|
154.3
|
|
145.4
|
|
Total
revenues
|
2,716.0
|
|
2,431.9
|
|
11,554.9
|
|
10,071.9
|
|
|
|
|
|
|
|
|
|
Compensation
|
1,554.4
|
|
1,428.2
|
|
6,522.3
|
|
5,681.2
|
Operating
|
438.9
|
|
450.6
|
|
1,753.9
|
|
1,689.7
|
Reimbursements
|
36.0
|
|
38.8
|
|
154.3
|
|
145.4
|
Interest
|
101.9
|
|
78.2
|
|
381.3
|
|
296.7
|
Depreciation
|
46.0
|
|
43.7
|
|
177.5
|
|
165.2
|
Amortization
|
167.0
|
|
146.0
|
|
664.8
|
|
531.3
|
Change in estimated
acquisition earnout payables
|
38.6
|
|
328.6
|
|
26.0
|
|
377.3
|
|
Expenses
|
2,382.8
|
|
2,514.1
|
|
9,680.1
|
|
8,886.8
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before
income taxes
|
333.2
|
|
(82.2)
|
|
1,874.8
|
|
1,185.1
|
Provision (benefit) for
income taxes
|
75.0
|
|
(42.6)
|
|
404.4
|
|
219.1
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
258.2
|
|
(39.6)
|
|
1,470.4
|
|
966.0
|
Net earnings (loss)
attributable to noncontrolling interests
|
(0.1)
|
|
(7.4)
|
|
7.7
|
|
(3.5)
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
attributable to controlling interests
|
$
258.3
|
|
$
(32.2)
|
|
$
1,462.7
|
|
$
969.5
|
|
|
|
|
|
|
|
|
|
Diluted net earnings
(loss) per share
|
$
1.12
|
|
$
(0.15)
|
|
$
6.50
|
|
$
4.42
|
|
|
|
|
|
|
|
|
|
Dividends declared per
share
|
$
0.60
|
|
$
0.55
|
|
$
2.40
|
|
$
2.20
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
$
258.2
|
|
$
(39.6)
|
|
$
1,470.4
|
|
$
966.0
|
Provision (benefit) for
income taxes
|
75.0
|
|
(42.6)
|
|
404.4
|
|
219.1
|
Interest
|
101.9
|
|
78.2
|
|
381.3
|
|
296.7
|
Depreciation
|
46.0
|
|
43.7
|
|
177.5
|
|
165.2
|
Amortization
|
167.0
|
|
146.0
|
|
664.8
|
|
531.3
|
Change in estimated
acquisition earnout payables
|
38.6
|
|
328.6
|
|
26.0
|
|
377.3
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
$
686.7
|
|
$
514.3
|
|
$
3,124.4
|
|
$
2,555.6
|
|
|
|
|
|
|
|
|
|
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,
2024
|
|
Dec 31,
2023
|
|
|
|
|
|
Cash and cash
equivalents
|
$
14,987.3
|
|
$
971.5
|
Fiduciary assets
(includes fiduciary cash of $5,481.3 in 2024 and $5,571.8 in
2023)
|
24,712.1
|
|
26,907.9
|
Accounts receivable,
net
|
3,895.9
|
|
3,786.6
|
Other current
assets
|
518.0
|
|
450.1
|
|
|
|
|
|
|
Total current
assets
|
44,113.3
|
|
32,116.1
|
|
|
|
|
|
Fixed assets -
net
|
650.3
|
|
726.4
|
Deferred income taxes
(includes tax credit carryforwards of $771.8 in 2024 and $867.4 in
2023)
|
959.1
|
|
1,132.3
|
Other noncurrent
assets
|
1,354.4
|
|
1,131.8
|
Right-of-use
assets
|
377.8
|
|
400.3
|
Goodwill
|
12,270.2
|
|
11,475.6
|
Amortizable intangible
assets - net
|
4,530.1
|
|
4,633.3
|
|
|
|
|
|
|
Total assets
|
$
64,255.2
|
|
$
51,615.8
|
|
|
|
|
|
Fiduciary
liabilities
|
$
24,712.1
|
|
$
26,907.9
|
Accrued compensation
and other current liabilities
|
3,586.3
|
|
2,553.1
|
Deferred revenue -
current
|
537.2
|
|
644.7
|
Premium financing
debt
|
225.2
|
|
289.0
|
Corporate related
borrowings - current
|
200.0
|
|
670.0
|
|
|
|
|
|
|
Total current
liabilities
|
29,260.8
|
|
31,064.7
|
|
|
|
|
|
Corporate related
borrowings - noncurrent
|
12,731.9
|
|
7,006.0
|
Deferred revenue -
noncurrent
|
67.1
|
|
61.5
|
Lease liabilities -
noncurrent
|
328.1
|
|
352.2
|
Other noncurrent
liabilities
|
1,687.7
|
|
2,316.1
|
|
|
|
|
|
|
Total
liabilities
|
44,075.6
|
|
40,800.5
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
Common stock - issued
and outstanding
|
250.0
|
|
216.7
|
Capital in excess of
par value
|
16,068.9
|
|
7,297.8
|
Retained
earnings
|
4,985.7
|
|
4,052.9
|
Accumulated other
comprehensive loss
|
(1,151.1)
|
|
(792.1)
|
|
|
|
|
|
Total controlling
interests stockholders' equity
|
20,153.5
|
|
10,775.3
|
Noncontrolling
interests
|
26.1
|
|
40.0
|
|
|
|
|
|
|
Total stockholders'
equity
|
20,179.6
|
|
10,815.3
|
|
|
|
|
|
|
Total liabilities and
stockholders' equity
|
$
64,255.2
|
|
$
51,615.8
|
|
|
|
|
|
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,
2024
|
|
Dec 31,
2023
|
|
Dec 31,
2024
|
|
Dec 31,
2023
|
|
|
|
|
|
|
|
|
|
Basic weighted average
shares outstanding (000s)
|
226,425
|
|
216,326
|
|
220,502
|
|
214,934
|
Diluted weighted
average shares outstanding (000s)
|
231,059
|
|
221,104
|
|
224,966
|
|
219,358
|
|
|
|
|
|
|
|
|
|
Number of common shares
outstanding at end of period (000s)
|
|
|
|
*
|
249,999
|
|
216,686
|
|
|
|
|
|
|
|
|
|
Workforce at end of
period (includes acquisitions):
|
|
|
|
|
|
|
|
|
Brokerage
|
|
|
|
|
42,091
|
|
39,337
|
|
Risk
Management
|
|
|
|
|
10,339
|
|
9,747
|
|
Total
Company
|
|
|
|
|
55,977
|
|
52,118
|
|
|
|
|
|
|
|
|
|
* Gallagher
completed a follow on public offering of 30,357,143 shares of its
common stock on December 11, 2024, intended to fund a portion of
the pending acquisition of AssuredPartners.
|
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, 2024
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
$
425.0
|
|
$
107.7
|
|
$
317.3
|
|
$
(0.1)
|
|
$
317.4
|
|
$
1.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses on
divestitures
|
0.8
|
|
0.2
|
|
0.6
|
|
-
|
|
0.6
|
|
-
|
Acquisition
integration
|
39.2
|
|
10.0
|
|
29.2
|
|
-
|
|
29.2
|
|
0.13
|
Workforce and lease
termination
|
30.9
|
|
7.9
|
|
23.0
|
|
-
|
|
23.0
|
|
0.10
|
Acquisition related
adjustments
|
53.2
|
|
13.6
|
|
39.6
|
|
-
|
|
39.6
|
|
0.17
|
Amortization of
intangible assets
|
163.2
|
|
41.6
|
|
121.6
|
|
-
|
|
121.6
|
|
0.53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
$
712.3
|
|
$
181.0
|
|
$
531.3
|
|
$
(0.1)
|
|
$
531.4
|
|
$
2.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
$
58.3
|
|
$
15.5
|
|
$
42.8
|
|
$
-
|
|
$
42.8
|
|
$
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gains) on
divestitures
|
(0.1)
|
|
-
|
|
(0.1)
|
|
-
|
|
(0.1)
|
|
-
|
Acquisition
integration
|
1.1
|
|
0.3
|
|
0.8
|
|
-
|
|
0.8
|
|
-
|
Workforce and lease
termination
|
3.5
|
|
1.0
|
|
2.5
|
|
-
|
|
2.5
|
|
0.01
|
Acquisition related
adjustments
|
0.1
|
|
-
|
|
0.1
|
|
-
|
|
0.1
|
|
-
|
Amortization of
intangible assets
|
3.8
|
|
1.1
|
|
2.7
|
|
-
|
|
2.7
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
$
66.7
|
|
$
17.9
|
|
$
48.8
|
|
$
-
|
|
$
48.8
|
|
$
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
$
(150.1)
|
|
$
(48.2)
|
|
$
(101.9)
|
|
$
-
|
|
$
(101.9)
|
|
$
(0.44)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs
|
17.3
|
|
2.6
|
|
14.7
|
|
-
|
|
14.7
|
|
0.06
|
Clean
energy-related
|
(2.3)
|
|
(0.6)
|
|
(1.7)
|
|
-
|
|
(1.7)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted
|
$
(135.1)
|
|
$
(46.2)
|
|
$
(88.9)
|
|
$
-
|
|
$
(88.9)
|
|
$
(0.38)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 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
|
Effective income tax
rate impact
|
-
|
|
1.4
|
|
(1.4)
|
|
-
|
|
(1.4)
|
|
(0.01)
|
Levelized foreign
currency translation
|
(5.5)
|
|
(1.4)
|
|
(4.1)
|
|
-
|
|
(4.1)
|
|
(0.02)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
$
589.6
|
|
$
150.0
|
|
$
439.6
|
|
$
0.4
|
|
$
439.2
|
|
$
1.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Levelized foreign
currency translation
|
(0.7)
|
|
(0.2)
|
|
(0.5)
|
|
-
|
|
(0.5)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
$
61.3
|
|
$
16.2
|
|
$
45.1
|
|
$
-
|
|
$
45.1
|
|
$
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2024
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
$
2,259.3
|
|
$
573.6
|
|
$
1,685.7
|
|
$
7.7
|
|
$
1,678.0
|
|
$
7.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gains) on
divestitures
|
(24.2)
|
|
(6.2)
|
|
(18.0)
|
|
-
|
|
(18.0)
|
|
(0.08)
|
Acquisition
integration
|
190.2
|
|
48.3
|
|
141.9
|
|
-
|
|
141.9
|
|
0.63
|
Workforce and lease
termination
|
118.9
|
|
30.3
|
|
88.6
|
|
-
|
|
88.6
|
|
0.39
|
Acquisition related
adjustments
|
85.5
|
|
21.6
|
|
63.9
|
|
(3.0)
|
|
66.9
|
|
0.28
|
Amortization of
intangible assets
|
651.0
|
|
165.2
|
|
485.8
|
|
-
|
|
485.8
|
|
2.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
$
3,280.7
|
|
$
832.8
|
|
$
2,447.9
|
|
$
4.7
|
|
$
2,443.2
|
|
$
10.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
$
237.6
|
|
$
63.1
|
|
$
174.5
|
|
$
-
|
|
$
174.5
|
|
$
0.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gains) on
divestitures
|
(0.1)
|
|
-
|
|
(0.1)
|
|
-
|
|
(0.1)
|
|
-
|
Acquisition
integration
|
2.9
|
|
0.8
|
|
2.1
|
|
-
|
|
2.1
|
|
0.01
|
Workforce and lease
termination
|
8.1
|
|
2.2
|
|
5.9
|
|
-
|
|
5.9
|
|
0.03
|
Acquisition related
adjustments
|
0.3
|
|
0.1
|
|
0.2
|
|
-
|
|
0.2
|
|
-
|
Amortization of
intangible assets
|
13.8
|
|
3.9
|
|
9.9
|
|
-
|
|
9.9
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
$
262.6
|
|
$
70.1
|
|
$
192.5
|
|
$
-
|
|
$
192.5
|
|
$
0.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
$
(622.1)
|
|
$
(232.3)
|
|
$
(389.8)
|
|
$
-
|
|
$
(389.8)
|
|
$
(1.74)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs
|
32.2
|
|
5.9
|
|
26.3
|
|
-
|
|
26.3
|
|
0.12
|
Legal and tax
related
|
-
|
|
(3.5)
|
|
3.5
|
|
-
|
|
3.5
|
|
0.02
|
Clean
energy-related
|
(2.3)
|
|
(0.6)
|
|
(1.7)
|
|
-
|
|
(1.7)
|
|
(0.01)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted
|
$
(592.2)
|
|
$
(230.5)
|
|
$
(361.7)
|
|
$
-
|
|
$
(361.7)
|
|
$
(1.61)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Effective income tax
rate impact
|
-
|
|
4.9
|
|
(4.9)
|
|
-
|
|
(4.9)
|
|
(0.02)
|
Levelized foreign
currency translation
|
(10.9)
|
|
(2.6)
|
|
(8.3)
|
|
-
|
|
(8.3)
|
|
(0.04)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
$
2,752.1
|
|
$
699.5
|
|
$
2,052.6
|
|
$
6.3
|
|
$
2,046.3
|
|
$
9.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
-
|
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
|
|
-
|
Acquisition
integration
|
1.0
|
|
0.3
|
|
0.7
|
|
-
|
|
0.7
|
|
-
|
Amortization of
intangible assets
|
7.7
|
|
2.1
|
|
5.6
|
|
-
|
|
5.6
|
|
0.03
|
Levelized foreign
currency translation
|
(0.3)
|
|
(0.1)
|
|
(0.2)
|
|
-
|
|
(0.2)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
$
221.2
|
|
$
58.5
|
|
$
162.7
|
|
$
-
|
|
$
162.7
|
|
$
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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:https://www.prnewswire.com/news-releases/arthur-j-gallagher--co-announces-fourth-quarter-and-full-year-2024-financial-results-302364670.html
SOURCE Arthur J. Gallagher &
Co.