ROLLING
MEADOWS, Ill., April 28,
2022 /PRNewswire/ -- Arthur
J. Gallagher & Co. (NYSE: AJG) today reported its
financial results for the quarter ended March 31, 2022. Management will host a
webcast conference call to discuss these results on Thursday, April 28, 2022 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 - First 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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1st Q
22
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1st Q
21
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1st Q
22
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1st Q
21
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1st Q
22
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1st Q
21
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1st Q
22
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1st Q
21
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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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$
2,122.6
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$ 1,610.2
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$
464.3
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$
364.4
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$ 786.4
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$ 618.4
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$
2.17
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$
1.82
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Net gains on
divestitures
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(1.4)
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(4.1)
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(1.1)
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(3.2)
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(1.4)
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(4.1)
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(0.01)
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(0.02)
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Acquisition
integration
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-
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-
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35.0
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3.2
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43.8
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4.1
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0.17
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0.02
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Workforce and lease
termination
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-
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-
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5.0
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5.5
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6.2
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5.2
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0.02
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0.03
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Acquisition related
adjustments
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-
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-
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16.4
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12.7
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9.0
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6.1
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0.08
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0.06
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Amortization of
intangible assets
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-
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-
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93.7
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74.2
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-
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-
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0.44
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0.37
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Levelized foreign
currency
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translation
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-
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(14.8)
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(3.0)
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(4.3)
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-
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(0.01)
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Brokerage, as
adjusted *
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2,121.2
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1,591.3
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613.3
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453.8
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844.0
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625.4
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2.87
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2.27
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Risk Management, as
reported
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259.1
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220.3
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23.9
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18.0
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44.1
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39.8
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0.11
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0.09
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Workforce and lease
termination
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-
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-
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0.5
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0.5
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0.7
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0.7
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-
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-
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Acquisition related
adjustments
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-
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-
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-
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1.8
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0.1
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-
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-
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0.01
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Amortization of
intangible assets
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-
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-
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1.2
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1.2
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-
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-
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0.01
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0.01
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Levelized foreign
currency
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translation
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(2.3)
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(0.1)
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(0.3)
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Risk Management, as
adjusted *
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259.1
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218.0
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25.6
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21.4
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44.9
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40.2
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0.12
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0.11
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Corporate, as
reported
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22.8
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302.1
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(49.1)
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11.3
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(48.2)
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(43.4)
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(0.23)
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0.01
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Transaction-related
costs
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-
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-
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14.6
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15.8
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0.07
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Income tax
related
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(5.0)
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(0.02)
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Corporate, as
adjusted *
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22.8
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302.1
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(39.5)
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11.3
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(32.4)
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(43.4)
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(0.18)
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0.01
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Total Company, as
reported
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$
2,404.5
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$ 2,132.6
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$
439.1
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$
393.7
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$ 782.3
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$ 614.8
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$
2.05
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$
1.92
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Total Company, as
adjusted *
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$
2,403.1
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$ 2,111.4
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$
599.4
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$
486.5
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$ 856.5
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$ 622.2
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$
2.81
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$
2.39
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Total Brokerage
& Risk
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Management, as
reported
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$
2,381.7
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$ 1,830.5
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$
488.2
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$
382.4
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$ 830.5
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$ 658.2
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$
2.28
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$
1.91
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Total Brokerage
& Risk
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Management, as
adjusted *
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$
2,380.3
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$ 1,809.3
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$
638.9
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$
475.2
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$ 888.9
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$ 665.6
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$
2.99
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$
2.38
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*
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For first quarter 2022,
the pretax impact of the Brokerage segment adjustments totals
$192.3 million, with a corresponding adjustment to the provision
for income taxes of $43.3 million relating to these items.
For first quarter 2022, the pretax impact of the Risk Management
segment adjustments totals $2.4 million, with a corresponding
adjustment to the provision for income taxes of $0.7 million
relating to these items. For first quarter 2022, the pretax
impact of the Corporate segment adjustments totals $15.8 million,
with a corresponding adjustment to the benefit for income taxes of
$6.2 million relating to these items and the other tax items noted
on pages 8 and 9. A detailed reconciliation of the 2022 and
2021 provision (benefit) for income taxes is shown on pages 13 and
14.
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(1 of 14)
"We had a fantastic start to 2022!" said J. Patrick Gallagher, Jr., Chairman, President and
CEO. "Our core brokerage and risk management segments
combined to post 30% growth in revenue, including more than 10%
organic revenue growth and $380 million of acquired rollover
revenues. Our bottom line results were equally as strong with
net earnings growth of 28%, adjusted EBITDAC growth of 34% and
adjusted EBITDAC margin expansion of 55 basis points.
"During the quarter, we completed 5 new tuck-in mergers with
approximately $32 million of annualized revenue, and we were
recognized by the Ethisphere Institute as one of the World's Most
Ethical Companies for the 11th year in a row!
"Overall, first quarter rate and exposure increases were
broad-based, driven by firm global P/C rates across nearly all
geographies and lines of business, and our clients' continued
growth. First quarter 2022 global P/C renewal premium
increases of 8% were consistent with fourth quarter levels
adjusting for line of coverage seasonality. Additionally, the
extremely tight labor market is favorably impacting our benefits
and HR consulting business, resulting in more project work and
higher covered lives as well as contributing to increased new
arising claims for our risk management business.
"Looking ahead, we see robust demand for our services continuing
as clients look to manage their risk and human capital
challenges. Our team has the expertise, the service
capabilities, and the desire to help clients and prospects navigate
the current environment!"
Impact Related to Ukraine/Russia Conflict
Gallagher does not have any offices or direct operations within
Ukraine or Russia. While we
had a small number of clients that were based in or had operations
within Russia, we have suspended
those relationships and are no longer providing services to these
clients. We have also implemented robust procedures designed
to ensure that we are in compliance with all applicable sanctions
laws.
We currently estimate these actions will adversely impact full
year 2022 brokerage segment annual revenues by up to
$10 million and full year 2022 net after tax earnings by up to
$0.03 per share, with a
$0.01 adverse impact in first quarter
of 2022. The indirect impact of the ongoing conflict is
difficult to estimate, but we currently believe it will not be
significant to our full year 2022 financial results.
(2 of 14)
Brokerage Segment Reported
GAAP to Adjusted Non-GAAP Reconciliations (dollars
in millions):
Organic Revenues
(Non-GAAP)
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1st Q
2022
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1st Q
2021
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Base Commissions and
Fees
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Commissions and
fees, as reported
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$
1,957.2
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$
1,459.0
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Less commissions and
fees from acquisitions
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(377.2)
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-
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Less divested
operations
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-
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(1.8)
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Levelized foreign
currency translation
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-
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(13.1)
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Organic base
commissions and fees
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$
1,580.0
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$
1,444.1
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Organic change in base
commissions and fees
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9.4%
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Supplemental
Revenues
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Supplemental
revenues, as reported
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$
74.3
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$
66.8
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Less supplemental
revenues from acquisitions
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(1.0)
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-
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Levelized foreign
currency translation
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-
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(0.6)
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Organic supplemental
revenues
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$
73.3
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$
66.2
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Organic change in
supplemental revenues
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10.7%
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Contingent
Revenues
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Contingent revenues,
as reported
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$
71.6
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$
63.3
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Less contingent
revenues from acquisitions
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(0.8)
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-
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Levelized foreign
currency translation
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-
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(0.3)
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Organic contingent
revenues
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$
70.8
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$
63.0
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Organic change in
contingent revenues
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12.4%
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Total reported
commissions, fees, supplemental
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revenues and
contingent revenues
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$
2,103.1
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$
1,589.1
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Less commissions, fees,
supplemental revenues
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and contingent revenues
from acquisitions
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(379.0)
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-
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Less divested
operations and program repricing
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-
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(1.8)
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Levelized foreign
currency translation
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-
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(14.0)
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Total organic
commissions, fees, supplemental
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revenues and
contingent revenues
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$
1,724.1
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$
1,573.3
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Total organic
change
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9.6%
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Acquisition
Activity
|
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1st Q
2022
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1st Q
2021
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Number of acquisitions
closed *
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5
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5
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Estimated annualized
revenues acquired (in millions)
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$
32.2
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$
89.7
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*
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In the first quarter of
2022, Gallagher did not issue any shares of its common stock in
connection with acquisitions.
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(3 of 14)
Brokerage Segment Reported GAAP to
Adjusted Non-GAAP Reconciliations (continued) (dollars
in millions):
Compensation Expense
and Ratios
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1st Q
2022
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1st Q
2021
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Compensation
expense, as reported
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$
1,096.4
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|
$
821.7
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|
|
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|
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Acquisition
integration
|
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(30.3)
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(3.6)
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Workforce and lease
termination related charges
|
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|
|
|
(5.5)
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|
(4.5)
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Acquisition related
adjustments
|
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|
|
|
|
(9.0)
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(6.1)
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Levelized foreign
currency translation
|
|
|
|
|
|
-
|
|
(8.5)
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|
|
|
|
|
|
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Compensation
expense, as adjusted
|
|
|
|
|
|
$
1,051.6
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|
$
799.0
|
|
|
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|
|
|
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|
Reported compensation
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues on page
1
|
|
|
|
*
|
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51.7%
|
|
51.0%
|
Adjusted compensation
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on page
1
|
|
|
|
**
|
|
49.6%
|
|
50.2%
|
|
|
*
|
Reported first quarter
2022 compensation ratio was 0.7 pts higher than first quarter
2021. This ratio was adversely impacted by increased
integration costs related to the reinsurance operations acquired in
December 2021, acquisition earnout related adjustments, workforce
related charges, the resumption of merit wage increases and higher
incentive compensation expense related to stronger organic growth.
This ratio was favorably impacted by a lower compensation
ratio related to the seasonality of the acquired reinsurance
operations and savings in base compensation related to workforce
adjustment actions taken in prior periods.
|
**
|
Adjusted first quarter
2022 compensation ratio was 0.6 pts lower than first quarter
2021. This ratio was favorably impacted by a lower
compensation ratio related to the seasonality of the reinsurance
operations acquired in December 2021 and savings in base
compensation related to workforce adjustment actions taken in prior
periods. These savings were partially offset by the
resumption of merit wage increases and higher incentive
compensation related to stronger organic growth.
|
Operating Expense
and Ratios
|
|
|
|
|
|
1st Q
2022
|
|
1st Q
2021
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as reported
|
|
|
|
|
|
$
239.8
|
|
$
170.1
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
integration
|
|
|
|
|
|
(13.5)
|
|
(0.5)
|
Workforce and lease
termination related charges
|
|
|
|
|
|
(0.7)
|
|
(0.7)
|
Levelized foreign
currency translation
|
|
|
|
|
|
-
|
|
(2.0)
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as adjusted
|
|
|
|
|
|
$
225.6
|
|
$
166.9
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues on page
1
|
|
|
|
*
|
|
11.3%
|
|
10.6%
|
Adjusted operating
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on page
1
|
|
|
|
**
|
|
10.6%
|
|
10.5%
|
|
|
*
|
Reported first quarter
2022 operating expense ratio was 0.7 pts higher than first quarter
2021. This ratio was adversely impacted by increased
integration costs related to the reinsurance operations acquired in
December 2021, the return of advertising, travel, entertainment and
other client-related expenses, as well as additional investments in
technology, offset in part by savings from office consolidations
and a lower operating expense ratio related to the seasonality of
the acquired reinsurance operations acquired in December
2021.
|
|
|
**
|
Adjusted first quarter
2022 operating expense ratio was 0.1 pts higher than first quarter
2021. This ratio was adversely impacted by the return of
advertising, travel, entertainment and other client-related
expenses, as well as additional investments in technology, mostly
offset by savings from office consolidations and a lower operating
expense ratio related to the seasonality of the reinsurance
operations acquired in December 2021.
|
(4 of 14)
Brokerage Segment Reported GAAP to
Adjusted Non-GAAP Reconciliations (continued) (dollars in
millions):
Net Earnings to
Adjusted EBITDAC (Non-GAAP)
|
|
|
|
|
|
1st Q
2022
|
|
1st Q
2021
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, as
reported
|
|
|
|
|
|
$
464.3
|
|
$
364.4
|
Provision for income
taxes
|
|
|
|
|
|
154.1
|
|
115.9
|
Depreciation
|
|
|
|
|
|
24.2
|
|
22.1
|
Amortization
|
|
|
|
|
|
123.0
|
|
103.6
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
20.8
|
|
12.4
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
786.4
|
|
618.4
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
|
|
(1.4)
|
|
(4.1)
|
Acquisition
integration
|
|
|
|
|
|
43.8
|
|
4.1
|
Workforce and lease
termination related charges
|
|
|
|
|
|
6.2
|
|
5.2
|
Acquisition related
adjustments
|
|
|
|
|
|
9.0
|
|
6.1
|
Levelized foreign
currency translation
|
|
|
|
|
|
-
|
|
(4.3)
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC, as
adjusted
|
|
|
|
|
|
$
844.0
|
|
$
625.4
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings margin, as
reported using reported
|
|
|
|
|
|
|
|
|
|
revenues on page
1
|
|
|
|
|
|
21.9%
|
|
22.6%
|
EBITDAC margin, as
adjusted using adjusted
|
|
|
|
|
|
|
|
|
|
revenues on page
1
|
|
|
|
|
|
39.8%
|
|
39.3%
|
Risk Management Segment
Reported GAAP to Adjusted Non-GAAP
Reconciliations (dollars in millions):
Organic Revenues
(Non-GAAP)
|
|
|
|
|
|
1st Q
2022
|
|
1st Q
2021
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
$
255.3
|
|
$
217.3
|
International
performance bonus fees
|
|
|
|
|
|
3.7
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
Fees as
reported
|
|
|
|
|
|
259.0
|
|
220.2
|
|
|
|
|
|
|
|
|
|
|
|
Less fees from
acquisitions
|
|
|
|
|
|
(7.9)
|
|
-
|
Levelized foreign
currency translation
|
|
|
|
|
|
-
|
|
(2.3)
|
|
|
|
|
|
|
|
|
|
|
|
Organic
fees
|
|
|
|
|
|
$
251.1
|
|
$
217.9
|
|
|
|
|
|
|
|
|
|
|
|
Organic change in
fees
|
|
|
|
|
|
15.2%
|
|
|
Acquisition
Activity
|
|
|
|
|
|
1st Q
2022
|
|
1st Q
2021
|
|
|
|
|
|
|
|
|
|
|
|
Number of acquisitions
closed
|
|
|
|
|
|
-
|
|
1
|
Estimated annualized
revenues acquired (in millions)
|
|
|
|
|
|
$
-
|
|
$
14.0
|
(5 of 14)
Risk Management Segment Reported
GAAP to Adjusted Non-GAAP Reconciliations (continued) (dollars in
millions):
Compensation Expense
and Ratios
|
|
|
|
|
|
1st Q
2022
|
|
1st Q
2021
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as reported
|
|
|
|
|
|
$
158.7
|
|
$
134.1
|
|
|
|
|
|
|
|
|
|
|
|
Workforce and lease
termination related charges
|
|
|
|
|
|
(0.3)
|
|
(0.4)
|
Acquisition related
adjustments
|
|
|
|
|
|
(0.1)
|
|
-
|
Levelized foreign
currency translation
|
|
|
|
|
|
-
|
|
(1.6)
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
expense, as adjusted
|
|
|
|
|
|
$
158.3
|
|
$
132.1
|
|
|
|
|
|
|
|
|
|
|
|
Reported compensation
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on page 1
|
|
|
|
*
|
|
61.3%
|
|
60.9%
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted compensation
expense ratios using adjusted
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on page 1
|
|
|
|
*
|
|
61.1%
|
|
60.6%
|
|
|
*
|
Reported first quarter
2022 compensation ratio was 0.4 pts higher than first quarter
2021. Adjusted first quarter 2022 compensation ratio was
0.5 pts higher than first quarter 2021. These ratios
were primarily impacted by higher temporary help, increased base
compensation relating to the resumption of merit wage increases and
higher incentive compensation expense related to stronger organic
growth.
|
Operating Expense
and Ratios
|
|
|
|
|
|
1st Q
2022
|
|
1st Q
2021
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as reported
|
|
|
|
|
|
$
56.3
|
|
$
46.4
|
|
|
|
|
|
|
|
|
|
|
|
Workforce and lease
termination related charges
|
|
|
|
|
|
(0.4)
|
|
(0.3)
|
Levelized foreign
currency translation
|
|
|
|
|
|
-
|
|
(0.4)
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense,
as adjusted
|
|
|
|
|
|
$
55.9
|
|
$
45.7
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on page 1
|
|
|
|
*
|
|
21.7%
|
|
21.1%
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
expense ratios using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on page 1
|
|
|
|
*
|
|
21.6%
|
|
21.0%
|
|
|
*
|
Reported first quarter
2022 operating expense ratio was 0.6 pts higher than first quarter
2021. Adjusted first quarter 2022 operating ratio was
0.6 pts higher than first quarter 2021. These ratios
were adversely impacted by the return of advertising, travel,
entertainment and other client-related expenses, increased
professional fees and a litigation settlement, partially offset by
savings from office consolidations and reduced technology
expense.
|
Net Earnings to
Adjusted EBITDAC (Non-GAAP)
|
|
|
|
|
|
1st Q
2022
|
|
1st Q
2021
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings, as
reported
|
|
|
|
|
|
$
23.9
|
|
$
18.0
|
Provision for income
taxes
|
|
|
|
|
|
8.4
|
|
6.1
|
Depreciation
|
|
|
|
|
|
10.1
|
|
11.5
|
Amortization
|
|
|
|
|
|
1.6
|
|
1.6
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
0.1
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
44.1
|
|
39.8
|
|
|
|
|
|
|
|
|
|
|
|
Workforce and lease
termination related charges
|
|
|
|
|
|
0.7
|
|
0.7
|
Acquisition related
adjustments
|
|
|
|
|
|
0.1
|
|
-
|
Levelized foreign
currency translation
|
|
|
|
|
|
-
|
|
(0.3)
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC, as
adjusted
|
|
|
|
|
|
$
44.9
|
|
$
40.2
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings margin, as
reported using reported
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on page 1
|
|
|
|
|
|
9.2%
|
|
8.2%
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC margin, as
adjusted using adjusted
|
|
|
|
|
|
|
|
|
|
revenues (before
reimbursements) on page 1
|
|
|
|
|
|
17.3%
|
|
18.4%
|
(6 of 14)
Corporate Segment Reported
GAAP Information (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
Net
Earnings
|
|
|
|
|
|
Net
Earnings
|
|
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
(Loss)
|
|
|
|
|
|
Income
|
|
Attributable
to
|
|
|
|
Income
|
|
Attributable
to
|
|
|
|
Pretax
|
|
Tax
|
|
Controlling
|
|
Pretax
|
|
Tax
|
|
Controlling
|
1st
Quarter
|
|
Loss
|
|
Benefit
|
|
Interests
|
|
Loss
|
|
Benefit
|
|
Interests
|
Components of
Corporate Segment, as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
$
(64.5)
|
|
$ 16.8
|
|
$
(47.7)
|
|
$
(49.2)
|
|
$ 12.3
|
|
$
(36.9)
|
Clean energy related
(1)
|
|
(2.7)
|
|
0.7
|
|
(2.0)
|
|
(29.0)
|
|
62.4
|
|
33.4
|
Acquisition costs
(2)
|
|
(18.4)
|
|
1.4
|
|
(17.0)
|
|
(1.5)
|
|
0.1
|
|
(1.4)
|
Corporate (3)
(4)
|
|
(27.1)
|
|
45.0
|
|
17.9
|
|
(26.1)
|
|
32.5
|
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported 1st
Quarter
|
|
(112.7)
|
|
63.9
|
|
(48.8)
|
|
(105.8)
|
|
107.3
|
|
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs (2)
|
|
15.8
|
|
(1.2)
|
|
14.6
|
|
-
|
|
-
|
|
-
|
Income tax related
(3)
|
|
-
|
|
(5.0)
|
|
(5.0)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of
Corporate Segment, as adjusted
|
|
|
|
|
|
|
|
|
|
|
|
Interest and banking
costs
|
|
(64.5)
|
|
16.8
|
|
(47.7)
|
|
(49.2)
|
|
12.3
|
|
(36.9)
|
Clean energy related
(1)
|
|
(2.7)
|
|
0.7
|
|
(2.0)
|
|
(29.0)
|
|
62.4
|
|
33.4
|
Acquisition
costs
|
|
(2.6)
|
|
0.2
|
|
(2.4)
|
|
(1.5)
|
|
0.1
|
|
(1.4)
|
Corporate
(4)
|
|
(27.1)
|
|
40.0
|
|
12.9
|
|
(26.1)
|
|
32.5
|
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted 1st
Quarter
|
|
$
(96.9)
|
|
$ 57.7
|
|
$
(39.2)
|
|
$ (105.8)
|
|
$
107.3
|
|
$
1.5
|
|
|
(1)
|
Pretax loss for the
first quarter is presented net of amounts attributable to
noncontrolling interests of $(0.3) million in 2022 and
$9.8 million in 2021.
|
(2)
|
In first quarter 2022,
Gallagher incurred transaction-related costs, which include legal,
consulting, employee compensation and other professional fees
associated with our acquisition of the Willis Towers Watson treaty
reinsurance brokerage operations.
|
(3)
|
In first quarter 2022,
Gallagher increased its state effective income tax rate, which
resulted in the overall U.S. effective income tax rate increasing
from 25% to 26% and caused Gallagher to have additional income tax
benefit during the quarter and recognized a one-time benefit
related to the revaluation of certain deferred income tax
assets.
|
(4)
|
Corporate pretax loss
includes a net unrealized foreign exchange remeasurement gain of
$3.1 million in first quarter 2022 and a net unrealized
foreign exchange remeasurement loss of $4.1 million in first
quarter 2021.
|
Interest and banking costs and debt - At
March 31, 2022, Gallagher had $1,600.0 million of borrowings from public
debt, $4,448.0 million of
borrowings from private placements and no short-term borrowings
under its line of credit facility. In addition, Gallagher had
$173.4 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
our debt covenant computations.
Clean energy - Consists of the operating results
related to our investments in clean coal production plants and
royalty income from clean coal licenses related to Chem-Mod
LLC. The production of IRC Section 45 clean energy tax
credits ceased in December 2021,
which reduced the royalty income received by Chem-Mod LLC and net
earnings generated by our investments in clean coal production
plants. Additional information regarding these results is
available in the "CFO Commentary" at ajg.com/IR.
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 is also included.
Corporate - Consists of overhead allocations mostly
related to corporate staff compensation, other corporate level
activities, and net unrealized foreign exchange
remeasurement. In addition, includes the tax expense related
to partial taxation of foreign earnings, nondeductible executive
compensation and entertainment expenses and the tax benefit from
vesting of employee equity awards.
(7 of 14)
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 March 31, 2022 and 2021 was 18.3% and
3.6%, respectively. In first quarter of 2022, Gallagher
increased its state effective income tax rate, which resulted in
the overall U.S. effective income tax rate increasing from 25% to
26% and caused Gallagher to incur additional income tax expense
during the quarter and recognized a one-time benefit related to the
revaluation of certain deferred income tax assets to the higher
income tax rate. In addition, the production of IRC
Section 45 clean energy tax credits ceased in December 2021.
Webcast Conference Call
Gallagher will host a webcast conference call on Thursday,
April 28, 2022 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., an
international insurance brokerage and risk management services
firm, is headquartered in Rolling
Meadows, Illinois, has operations in 68 countries and offers
client-service capabilities in more than 150 countries around the
world through a network of correspondent brokers and
consultants.
Cautionary Information
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,
statements regarding changes in our expenses in the next several
quarters; the impact of the Ukraine/Russia conflict; the impact of the COVID-19
pandemic recovery; anticipated future results or performance of any
segment or the Company as a whole; 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 changes in
worldwide and national economic conditions, including the pace of
economic recovery following COVID-19; our actual acquisition
opportunities; or other factors like the military conflict between
Russia and Ukraine; trade wars or tariffs; political
unrest in the U.S. or other countries around the world; changes in
premium rates and in insurance markets generally; and changes in
the insurance brokerage industry's competitive landscape.
In particular, the global spread of COVID-19 has created
significant volatility and uncertainty and economic disruption that
may impact our forward-looking statements. The extent to
which the pandemic impacts our business, operations and financial
results will depend on numerous evolving factors, many of which are
not within our control and that we may not be able to accurately
predict, including: its duration and scope; governmental, business
and individuals' actions that have been and continue to be taken in
response to the pandemic; the impact of the pandemic on economic
activity and actions taken in response; the effect on our clients
and client demand for our services; the ability of our clients to
pay their insurance premiums which could impact our commission and
fee revenues for our services; the number of new arising workers
compensation and general liability claims; and the long-term impact
of employees working from home, including increased technology
costs, and employees' holistic wellbeing.
Please refer to Gallagher's filings with the SEC, including Item
1A, "Risk Factors," of its Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, 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. The COVID-19 pandemic currently amplifies, and in
the future could continue to amplify, the risks, uncertainties and
assumptions, reflected in such risk factors. 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.
(8 of 14)
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 our
chief operating decision maker uses when reviewing the company'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 page 13 and 14 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 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, 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, extra
lease space, duplicate services and external costs incurred to
assimilate the acquisition with our IT related systems.
- Transaction-related costs associated with its acquisition of
the Willis Towers Watson treaty reinsurance brokerage operations.
These include costs related to regulatory filings, legal,
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 change in
estimated acquisition earnout payables adjustments, impairment
charges and acquisition related compensation charges. For first
quarter 2022, this adjustment also includes the impact of an
acquisition valuation analysis and corresponding adjustments.
- Amortization of intangible assets reflects the amortization of
customer/expiration lists, non-compete agreements, trade names and
other intangible assets have been acquired through the company's
merger and acquisition strategy.
- 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.
- Income tax related, which represents the impact in first
quarter 2022 of a one-time income tax benefit related to the
revaluation of certain deferred income tax assets as a result of a
change in our state effective income tax rate.
- Adjusted ratios - Adjusted compensation expense and
adjusted operating expense, respectively, each divided by adjusted
revenues.
(9 of 14)
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.
- Adjusted EBITDAC and Adjusted EBITDAC Margin -
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 income 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 our results
between periods by eliminating the impact of the items that have a
high degree of variability.
- Adjusted EPS and Adjusted Net Earnings - 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 income 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 our results between periods by
eliminating the impact of the items that have a high degree of
variability. This is the first quarter we have excluded
amortization of intangible assets from adjusted EPS, and we have
provided the same adjustment for the prior period for
comparability.
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 our
results between periods by eliminating the impact of the items that
have a high degree of variability. For the Risk Management
segment, organic change in fee revenues excludes the first twelve
months of fee revenues generated from acquisitions in each year
presented. In addition, change in organic growth excludes the
period-over-period impact of foreign currency translation to
improve the comparability of our results between periods by
eliminating the impact of the items that have a high degree of
variability.
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.
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 our
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 11 and 12), for adjusted revenues,
adjusted EBITDAC and adjusted diluted net earnings per share (on
page 1), 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).
(10 of 14)
Arthur J. Gallagher
& Co.
|
Reported Statement of
Earnings and EBITDAC - 1st Qtr Ended March 31,
|
(Unaudited - in
millions except per share, percentage and workforce
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Q
Ended
|
|
1st Q
Ended
|
Brokerage
Segment
|
|
|
|
|
|
|
|
|
|
|
|
Mar 31,
2022
|
|
Mar 31,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
|
|
|
|
|
|
|
|
|
|
|
|
$
1,565.3
|
|
$
1,125.4
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
391.9
|
|
333.6
|
Supplemental
revenues
|
|
|
|
|
|
|
|
|
|
|
|
74.3
|
|
66.8
|
Contingent
revenues
|
|
|
|
|
|
|
|
|
|
|
|
71.6
|
|
63.3
|
Investment income and
net gains on divestitures
|
|
|
|
|
|
|
|
|
|
19.5
|
|
21.1
|
|
Total
revenues
|
|
|
|
|
|
|
|
|
|
|
|
2,122.6
|
|
1,610.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
1,096.4
|
|
821.7
|
Operating
|
|
|
|
|
|
|
|
|
|
|
|
239.8
|
|
170.1
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
24.2
|
|
22.1
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
123.0
|
|
103.6
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
|
|
|
|
20.8
|
|
12.4
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
1,504.2
|
|
1,129.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
618.4
|
|
480.3
|
Provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
154.1
|
|
115.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
|
|
|
|
464.3
|
|
364.4
|
Net earnings
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
0.7
|
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
attributable to controlling interests
|
|
|
|
|
|
|
|
|
|
$
463.6
|
|
$
362.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
$
464.3
|
|
$
364.4
|
Provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
154.1
|
|
115.9
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
24.2
|
|
22.1
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
123.0
|
|
103.6
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
|
|
|
|
20.8
|
|
12.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
$
786.4
|
|
$
618.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Q
Ended
|
|
1st Q
Ended
|
Risk Management
Segment
|
|
|
|
|
|
|
|
|
|
|
|
Mar 31,
2022
|
|
Mar 31,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
$
259.0
|
|
$
220.2
|
Investment
income
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
0.1
|
|
Revenues before
reimbursements
|
|
|
|
|
|
|
|
|
|
|
|
259.1
|
|
220.3
|
Reimbursements
|
|
|
|
|
|
|
|
|
|
|
|
30.8
|
|
32.4
|
|
Total
revenues
|
|
|
|
|
|
|
|
|
|
|
|
289.9
|
|
252.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
158.7
|
|
134.1
|
Operating
|
|
|
|
|
|
|
|
|
|
|
|
56.3
|
|
46.4
|
Reimbursements
|
|
|
|
|
|
|
|
|
|
|
|
30.8
|
|
32.4
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
11.5
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
1.6
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
|
|
|
|
0.1
|
|
2.6
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
257.6
|
|
228.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
32.3
|
|
24.1
|
Provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
8.4
|
|
6.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
|
|
|
|
23.9
|
|
18.0
|
Net earnings
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
attributable to controlling interests
|
|
|
|
|
|
|
|
|
|
$
23.9
|
|
$
18.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
|
|
|
|
$
23.9
|
|
$
18.0
|
Provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
8.4
|
|
6.1
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
11.5
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
1.6
|
|
1.6
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
|
|
|
|
0.1
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
$
44.1
|
|
$
39.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" beginning on page 9 of 14.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11 of 14)
|
Arthur J. Gallagher
& Co.
|
Reported Statement of
Earnings and EBITDAC - 1st Qtr Ended March 31,
|
(Unaudited - in
millions except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Q
Ended
|
|
1st Q
Ended
|
Corporate
Segment
|
|
|
|
|
|
|
|
|
|
|
|
Mar 31,
2022
|
|
Mar 31,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from
consolidated clean coal facilities
|
|
|
|
|
|
|
|
|
|
$
22.3
|
|
$
283.1
|
Royalty income from
clean coal licenses
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
17.9
|
Loss from
unconsolidated clean coal facilities
|
|
|
|
|
|
|
|
|
|
-
|
|
(0.4)
|
Other net
revenues
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
1.5
|
|
Total
revenues
|
|
|
|
|
|
|
|
|
|
|
|
22.8
|
|
302.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues from
consolidated clean coal facilities
|
|
|
|
|
|
|
|
|
|
22.9
|
|
309.1
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
26.9
|
|
19.8
|
Operating
|
|
|
|
|
|
|
|
|
|
|
|
21.2
|
|
16.6
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
63.9
|
|
48.1
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
4.5
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
135.8
|
|
398.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
(113.0)
|
|
(96.0)
|
Benefit for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
(63.9)
|
|
(107.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
(49.1)
|
|
11.3
|
Net earnings (loss)
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(0.3)
|
|
9.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss)
attributable to controlling interests
|
|
|
|
|
|
|
|
|
$
(48.8)
|
|
$
1.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss)
|
|
|
|
|
|
|
|
|
|
|
|
$
(49.1)
|
|
$
11.3
|
Benefit for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
(63.9)
|
|
(107.3)
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
63.9
|
|
48.1
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
$
(48.2)
|
|
$
(43.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Q
Ended
|
|
1st Q
Ended
|
Total
Company
|
|
|
|
|
|
|
|
|
|
|
|
Mar 31,
2022
|
|
Mar 31,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
|
|
|
|
|
|
|
|
|
|
|
|
$
1,565.3
|
|
$
1,125.4
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
650.9
|
|
553.8
|
Supplemental
revenues
|
|
|
|
|
|
|
|
|
|
|
|
74.3
|
|
66.8
|
Contingent
revenues
|
|
|
|
|
|
|
|
|
|
|
|
71.6
|
|
63.3
|
Investment income and
net gains on divestitures
|
|
|
|
|
|
|
|
|
|
19.6
|
|
21.2
|
Revenues from clean
coal activities
|
|
|
|
|
|
|
|
|
|
|
|
22.7
|
|
300.6
|
Other net revenues -
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
1.5
|
|
Revenues before
reimbursements
|
|
|
|
|
|
|
|
|
|
|
|
2,404.5
|
|
2,132.6
|
Reimbursements
|
|
|
|
|
|
|
|
|
|
|
|
30.8
|
|
32.4
|
|
Total
revenues
|
|
|
|
|
|
|
|
|
|
|
|
2,435.3
|
|
2,165.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
1,282.0
|
|
975.6
|
Operating
|
|
|
|
|
|
|
|
|
|
|
|
317.3
|
|
233.1
|
Reimbursements
|
|
|
|
|
|
|
|
|
|
|
|
30.8
|
|
32.4
|
Cost of revenues from
clean coal activities
|
|
|
|
|
|
|
|
|
|
22.9
|
|
309.1
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
63.9
|
|
48.1
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
35.2
|
|
38.1
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
124.6
|
|
105.2
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
|
|
|
|
20.9
|
|
15.0
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
1,897.6
|
|
1,756.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
537.7
|
|
408.4
|
Provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
98.6
|
|
14.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
|
|
|
|
439.1
|
|
393.7
|
Net earnings
attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
0.4
|
|
11.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
attributable to controlling interests
|
|
|
|
|
|
|
|
|
|
$
438.7
|
|
$
382.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
$
2.05
|
|
$
1.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per
share
|
|
|
|
|
|
|
|
|
|
|
|
$
0.51
|
|
$
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
|
|
|
|
$
439.1
|
|
$
393.7
|
Provision for income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
98.6
|
|
14.7
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
63.9
|
|
48.1
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
35.2
|
|
38.1
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
124.6
|
|
105.2
|
Change in estimated
acquisition earnout payables
|
|
|
|
|
|
|
|
|
|
20.9
|
|
15.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAC
|
|
|
|
|
|
|
|
|
|
|
|
$
782.3
|
|
$
614.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" beginning on page 9 of 14.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12 of 14)
|
Arthur J. Gallagher
& Co.
|
Consolidated Balance
Sheet
|
(Unaudited - in
millions except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar 31,
2022
|
|
Dec 31,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
|
$
528.6
|
|
$
402.6
|
Restricted
cash
|
|
|
|
|
|
|
|
|
|
|
|
4,110.1
|
|
4,063.7
|
Premiums and fees
receivable
|
|
|
|
|
|
|
|
|
|
|
|
21,608.1
|
|
11,753.1
|
Other current
assets
|
|
|
|
|
|
|
|
|
|
|
|
1,272.5
|
|
1,451.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
assets
|
|
|
|
|
|
|
|
|
|
|
|
27,519.3
|
|
17,670.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets -
net
|
|
|
|
|
|
|
|
|
|
|
|
505.1
|
|
500.8
|
Deferred income taxes
(includes tax credit carryforwards of $1,024.3 in 2022 and $1,074.0
in 2021)
|
|
|
|
|
|
|
|
|
|
|
|
1,169.4
|
|
1,228.5
|
Other noncurrent
assets
|
|
|
|
|
|
|
|
|
|
|
|
980.2
|
|
966.5
|
Right-of-use
assets
|
|
|
|
|
|
|
|
|
|
|
|
382.2
|
|
358.6
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
8,727.7
|
|
8,666.2
|
Amortizable intangible
assets - net
|
|
|
|
|
|
|
|
|
|
|
|
3,877.6
|
|
3,954.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
$
43,161.5
|
|
$
33,345.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums payable to
underwriting enterprises
|
|
|
|
|
|
|
|
|
|
|
|
$
23,175.4
|
|
$
13,845.6
|
Accrued compensation
and other current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
1,968.2
|
|
1,895.1
|
Deferred revenue -
current
|
|
|
|
|
|
|
|
|
|
|
|
577.8
|
|
520.9
|
Premium financing
debt
|
|
|
|
|
|
|
|
|
|
|
|
173.4
|
|
228.4
|
Corporate related
borrowings - current
|
|
|
|
|
|
|
|
|
|
|
|
250.0
|
|
245.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
26,144.8
|
|
16,735.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate related
borrowings - noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
5,760.9
|
|
5,810.2
|
Deferred revenue -
noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
64.5
|
|
58.7
|
Lease liabilities -
noncurrent
|
|
|
|
|
|
|
|
|
|
|
|
333.3
|
|
309.3
|
Other noncurrent
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
1,814.9
|
|
1,871.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
34,118.4
|
|
24,784.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock - issued
and outstanding
|
|
|
|
|
|
|
|
|
|
|
|
210.1
|
|
208.5
|
Capital in excess of
par value
|
|
|
|
|
|
|
|
|
|
|
|
6,232.0
|
|
6,143.7
|
Retained
earnings
|
|
|
|
|
|
|
|
|
|
|
|
3,213.0
|
|
2,882.3
|
Accumulated other
comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(665.7)
|
|
(726.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total controlling
interests stockholders' equity
|
|
|
|
|
|
|
|
|
|
8,989.4
|
|
8,508.4
|
Noncontrolling
interests
|
|
|
|
|
|
|
|
|
|
|
|
53.7
|
|
51.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders'
equity
|
|
|
|
|
|
|
|
|
|
|
|
9,043.1
|
|
8,560.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders' equity
|
|
|
|
|
|
|
|
|
|
$
43,161.5
|
|
$
33,345.0
|
Arthur J. Gallagher
& Co.
|
Other
Information
|
(Unaudited - data is
rounded where indicated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Q
Ended
|
|
4th Q
Ended
|
|
1st Q
Ended
|
OTHER
INFORMATION
|
|
|
|
|
|
|
|
|
|
Mar 31,
2022
|
|
Dec 31,
2021
|
|
Mar 31,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average
shares outstanding (000s)
|
|
|
|
|
|
|
|
208,991
|
|
207,797
|
|
194,642
|
Diluted weighted
average shares outstanding (000s)
|
|
|
|
|
|
|
|
213,519
|
|
212,864
|
|
199,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of common shares
outstanding at end of period (000s)
|
|
|
|
|
|
210,068
|
|
208,454
|
*
|
195,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce at end of
period (includes acquisitions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage
|
|
|
|
|
|
|
|
|
|
30,337
|
|
29,869
|
|
25,870
|
|
Risk
Management
|
|
|
|
|
|
|
|
|
|
7,392
|
|
7,308
|
|
6,451
|
|
Total
Company
|
|
|
|
|
|
|
|
|
|
39,876
|
|
39,174
|
**
|
34,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Gallagher
completed a follow-on public offering of 10,350,000 shares of its
common stock on May 17, 2021 and used the net proceeds to fund a
portion of the
|
acquisition of Willis Towers
Watson treaty reinsurance brokerage operations that was completed
in December 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** The acquistion
of the Willis Towers Watson's treaty reinsurance brokerage
operations added approximately 2,200 employees in December
2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
Earnings
|
|
Provision
|
|
|
|
Net
Earnings
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Q Ended Mar 31,
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
|
|
|
$
618.4
|
|
$
154.1
|
|
$
464.3
|
|
$
0.7
|
|
$
463.6
|
|
$
2.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gains on
divestitures
|
|
|
|
(1.4)
|
|
(0.3)
|
|
(1.1)
|
|
-
|
|
(1.1)
|
|
(0.01)
|
Acquisition
integration
|
|
|
|
43.8
|
|
8.8
|
|
35.0
|
|
-
|
|
35.0
|
|
0.17
|
Workforce and lease
termination
|
|
|
|
6.3
|
|
1.3
|
|
5.0
|
|
-
|
|
5.0
|
|
0.02
|
Acquisition related
adjustments
|
|
|
|
20.6
|
|
4.2
|
|
16.4
|
|
-
|
|
16.4
|
|
0.08
|
Amortization of
intangible assets
|
|
|
|
123.0
|
|
29.3
|
|
93.7
|
|
-
|
|
93.7
|
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
|
|
|
$
810.7
|
|
$
197.4
|
|
$
613.3
|
|
$
0.7
|
|
$
612.6
|
|
$
2.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
|
|
$
32.3
|
|
$
8.4
|
|
$
23.9
|
|
$
-
|
|
$
23.9
|
|
$
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce and lease
termination
|
|
|
|
0.8
|
|
0.3
|
|
0.5
|
|
-
|
|
0.5
|
|
-
|
Amortization of
intangible assets
|
|
|
|
1.6
|
|
0.4
|
|
1.2
|
|
-
|
|
1.2
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
|
|
|
$
34.7
|
|
$
9.1
|
|
$
25.6
|
|
$
-
|
|
$
25.6
|
|
$
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
reported
|
|
|
|
$
(113.0)
|
|
$
(63.9)
|
|
$
(49.1)
|
|
$
(0.3)
|
|
$
(48.8)
|
|
$
(0.23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-related
costs
|
|
|
|
15.8
|
|
1.2
|
|
14.6
|
|
-
|
|
14.6
|
|
0.07
|
Income tax
related
|
|
|
|
-
|
|
5.0
|
|
(5.0)
|
|
-
|
|
(5.0)
|
|
(0.02)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate, as
adjusted
|
|
|
|
$
(97.2)
|
|
$
(57.7)
|
|
$
(39.5)
|
|
$
(0.3)
|
|
$
(39.2)
|
|
$
(0.18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" beginning on page 9 of 14.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13 of 14)
|
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
|
|
|
|
|
|
|
|
Earnings
|
|
Provision
|
|
|
|
Net
Earnings
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Q Ended Mar 31,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
reported
|
|
|
|
$
480.3
|
|
$
115.9
|
|
$
364.4
|
|
$
1.8
|
|
$
362.6
|
|
$
1.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on
divestitures
|
|
|
|
(4.1)
|
|
(0.9)
|
|
(3.2)
|
|
-
|
|
(3.2)
|
|
(0.02)
|
Acquisition
integration
|
|
|
|
4.1
|
|
0.9
|
|
3.2
|
|
-
|
|
3.2
|
|
0.02
|
Workforce and lease
termination
|
|
|
|
7.0
|
|
1.5
|
|
5.5
|
|
-
|
|
5.5
|
|
0.03
|
Acquisition related
adjustments
|
|
|
|
16.1
|
|
3.4
|
|
12.7
|
|
-
|
|
12.7
|
|
0.06
|
Amortization of
intangible assets
|
|
|
|
97.2
|
|
23.0
|
|
74.2
|
|
-
|
|
74.2
|
|
0.37
|
Levelized foreign
currency translation
|
|
|
|
(3.8)
|
|
(0.8)
|
|
(3.0)
|
|
-
|
|
(3.0)
|
|
(0.01)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage, as
adjusted
|
|
|
|
$
596.8
|
|
$
143.0
|
|
$
453.8
|
|
$
1.8
|
|
$
452.0
|
|
$
2.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
reported
|
|
|
|
$
24.1
|
|
$
6.1
|
|
$
18.0
|
|
$
-
|
|
$
18.0
|
|
$
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce and lease
termination
|
|
|
|
0.7
|
|
0.2
|
|
0.5
|
|
-
|
|
0.5
|
|
-
|
Acquisition related
adjustments
|
|
|
|
2.4
|
|
0.6
|
|
1.8
|
|
-
|
|
1.8
|
|
0.01
|
Amortization of
intangible assets
|
|
|
|
1.6
|
|
0.4
|
|
1.2
|
|
-
|
|
1.2
|
|
0.01
|
Levelized foreign
currency translation
|
|
|
|
(0.2)
|
|
(0.1)
|
|
(0.1)
|
|
-
|
|
(0.1)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Management, as
adjusted
|
|
|
|
$
28.6
|
|
$
7.2
|
|
$
21.4
|
|
$
-
|
|
$
21.4
|
|
$
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See "Information
Regarding Non-GAAP Measures" beginning on page 9 of 14.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14 of 14)
View original
content:https://www.prnewswire.com/news-releases/arthur-j-gallagher--co-announces-first-quarter-2022-financial-results-301535841.html
SOURCE Arthur J. Gallagher &
Co.