Arthur J. Gallagher & Co. Announces Third Quarter 2009 Financial Results

October 27, 2009 4:23 PM EDT

ITASCA, Ill., Oct. 27 /PRNewswire-FirstCall/ -- Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter and nine-month periods ended September 30, 2009. A printer-friendly format of this release and the supplemental quarterly data is available at www.ajg.com.


    Quarter Ended September 30
                                                         Diluted Net Earnings
                            Revenues         EBITDA        (Loss) Per Share
                           3rd   3rd       3rd    3rd         3rd   3rd
    Segment               Q 09   Q 08 Chg  Q 09   Q 08  Chg   Q 09  Q 08  Chg
    -------               ----   ---- ---  ----   ----  ---   ----  ----  --
    Continuing
     Operations          $ in millions      $ in millions

      Brokerage         $325.8 $314.4  4% $81.0  $74.3   9%  $0.36  $0.38  -6%
       Risk Management   113.5  118.6 -4%  17.4   14.4  21%   0.09   0.08  12%
                         -----  -----      ----   ----        ----   ----

    Total Brokerage &
     Risk Management     439.3  433.0  1%  98.4   88.7  11%   0.45   0.46  -2%

    Financial Services &
     Corporate             0.2   (4.8)     (5.8) (14.0)      (0.04) (0.02)
                           ---   ----      ----  -----      ------  -----

    Total Continuing
     Operations         $439.5 $428.2     $92.6  $74.7        0.41   0.44
                        ====== ======     =====  =====

    Discontinued
     Operations                                                  -  (0.04)
                                                               ---  -----

    Total Company                                            $0.41  $0.40
                                                             =====  =====



    Nine Months Ended September 30
                                                          Diluted Net Earnings
                              Revenues            EBITDA      (Loss) Per Share
                             9       9          9       9          9     9
                          Mths    Mths       Mths    Mths       Mths  Mths
    Segment                 09      08 Chg     09      08  Chg    09    08 Chg
    -------                 --      -- ---     --      --  ---    --    -- ---
    Continuing            $ in millions       $ in millions
     Operations

      Brokerage         $955.4  $884.6  8% $226.6  $186.9  21% $1.03 $0.93 10%
      Risk
      Management         339.0   350.0 -3%   51.3    46.9   9%  0.25  0.25  0%
                         -----    ----       ----    ----       ----  ----

    Total Brokerage &
     Risk Management   1,294.4 1,234.6  5%  277.9   233.8  19%  1.28   1.18 8%

    Financial
     Services &
     Corporate            (0.2)   (1.7)     (10.3)  (15.1)     (0.14) (0.11)
                          ----    ----      -----   -----      -----  -----

    Total
     Continuing
     Operations       $1,294.2 $1,232.9    $267.6  $218.7       1.14   1.07
                      ======== ========    ======  ======

    Discontinued
     Operations                                                (0.02) (0.29)
                                                               -----  -----

    Total Company                                              $1.12  $0.78
                                                               =====  =====



                                        3rd       3rd      9         9
    Other Information                  Q 09      Q 08   Mths 09   Mths 08
    -----------------                  ----      ----   -------   -------
    Shares issued in acquisitions   463,000 1,061,000 4,946,000 1,544,000
    Number of acquisitions closed         2         8        11        28
    Annualized revenue acquired (in
     millions)                         $2.9     $41.5     $83.7     $99.0
    Book value per share at end of
     period                                               $8.54     $8.16
    Corporate related borrowings at
     end of period (in millions)                         $531.0    $518.0

This earnings release contains certain non-GAAP information. EBITDA, a non-GAAP measure, represents earnings before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables. A reconciliation of EBITDA to earnings from continuing operations before income taxes (which were $63.1 million and $49.4 million in third quarter 2009 and 2008, respectively, and $180.7 million and $145.6 million in the nine-month periods ended September 30, 2009 and 2008, respectively) is included on page 7 of this earnings release.

"The Gallagher team continued to perform well in the third quarter. EBITDA growth of 11% and EBITDA margin expansion of 1.9% in our combined Brokerage and Risk Management Segments is an excellent result in this environment," said J. Patrick Gallagher Jr., Chairman, President and CEO. "For the first nine months of 2009, our Brokerage and Risk Management operations combined to grow revenues 5%, grow EPS 8%, grow EBITDA 19% and expand EBITDA margins by 2.5% from the same period in 2008. However, I continue to be concerned about the current operating environment as insurance rates remain soft and exposure units continue to decline. I believe Gallagher, and the brokerage industry as a whole, will face continued growth challenges in late 2009 and into next year. Despite this concern, I remain confident that the nearly 10,000 Gallagher world-wide associates will continue working together to help our clients navigate this difficult environment and continue to build shareholder value."

Expense Reduction Actions

Over the next few months, Gallagher expects to reduce its existing middle and back office workforce by approximately 400 positions, or approximately 4% of its global workforce, through a combination of job elimination and attrition. In connection with this action, Gallagher expects to record a nonrecurring, pretax charge in fourth quarter 2009 of approximately $10.0 to $13.0 million for related severance costs. Gallagher estimates annual pretax cost savings associated with this reduction in workforce of approximately $25.0 to $28.0 million.

Brokerage Segment Third Quarter Highlights

    --  Revenue growth of 4% in the quarter.  Organic revenue declined 5.5%
        compared to 2008.  Items excluded from organic growth computations yet
        impacting revenues in the third quarter and nine-month periods in 2009
        compared to the same periods in 2008 include the following (in
        millions):




                                           3rd    3rd      9        9
                                          Q 09    Q 08  Mths 09  Mths 08
                                          ----    ----  -------  -------
     Total revenues as reported          $325.8  $314.4  $955.4  $884.6

     Less adjustments to revenues:
       Gains realized from books of
        business sales                      1.7     5.7    11.1    10.9
       Investment income                    1.0     3.6     3.5    12.5
       Retail contingent commissions
        related to acquisitions             1.3     1.0    13.0     8.3
       MGA/MGU performance income           4.6     6.2    16.1    15.4
       Revenues from acquisitions in the
         last twelve months                38.0       -   117.6       -
       Revenues related to divestitures
        in the last twelve months             -     1.2       -     9.0
       Levelized foreign currency             -     1.2       -     9.7
                                            ---     ---     ---     ---

     Total revenue adjustments             46.6    18.9   161.3    65.8
                                           ----    ----   -----    ----

     Organic revenues                    $279.2  $295.5  $794.1  $818.8
                                         ======  ======  ======  ======
    --  Third quarter compensation expense ratio was 1.3% higher than 2008
        primarily as a result of increased employee benefits of 0.6% and
        severance costs of 0.3% partially offset by a decrease in foreign
        currency translation of 0.6%.  Also contributing to the increase in the
        third quarter compensation expense ratio was the impact of reduced book
        gains and investment income in 2009, as well as a decline in organic
        revenue in 2009.
    --  Third quarter operating expense ratio was 2.5% lower than 2008.  The
        ratio was primarily impacted by lower travel and meeting expenses of
        0.5%, decreased professional fees of 0.8%, decreased rent expense of
        0.5%, decreased bad debt expense of 0.4% and foreign currency
        translation of 0.3%.  These were partially offset by higher business
        insurance costs of 0.3%, the impact of reduced book gains and investment
        income in 2009 and a decline in organic revenue in 2009.

    --  The change in estimated acquisition earnout payables expense in the 2009
        statement of earnings relates to the adoption of a new accounting
        standard related to business combinations, which was effective January
        1, 2009 for acquisitions completed in 2009.

Brokerage Segment Third Quarter Highlights (continued)

    --  EBITDA margin of 24.9%, which was up 1.3% as compared to 2008.  Certain
        items impacting EBITDA in the third quarter and nine-month periods in
        2009 compared to the same periods in 2008 include the following (in
        millions):



                                              3rd     3rd       9       9
                                              Q 09    Q 08  Mths 09  Mths 08
                                              ----    ----  -------  -------
     Earnings from continuing operations     $36.9   $36.1   $102.5   $87.2
     Provision for income taxes               24.5    23.4     67.6    57.4
     Depreciation                              4.7     4.7     14.1    13.3
     Amortization                             13.7    10.1     39.8    29.0
     Change in estimated acquisition earnout
      payables                                 1.2       -      2.6       -
                                               ---     ---      ---     ---

     Total EBITDA as reported                 81.0    74.3    226.6   186.9

     Gains realized from books of business
      sales                                   (1.7)   (5.7)   (11.1)  (10.9)
     Investment income                        (1.0)   (3.6)    (3.5)  (12.5)
     Levelized foreign currency               (0.7)    2.0     (0.8)    5.0
                                              ----     ---     ----     ---

     Adjusted EBITDA                         $77.6   $67.0   $211.2  $168.5
                                             =====   =====   ======  ======

     Adjusted EBITDA Growth                   15.8%            25.3%
                                              ====             ====
    --  Third quarter effective tax rate was 39.9% in 2009 and 39.3% in 2008.

    --  Gallagher previously shifted and diversified nearly all of its
        world-wide cash balances into accounts that are insured/guaranteed by
        various governments or governmental agencies.  Most of these accounts
        are non-interest bearing. While Gallagher believes that these accounts
        are secure, there can be no assurances that governmental guarantee
        programs would be sufficient to repay balances in the event of a
        system-wide failure of the global banking system.

Risk Management Segment Third Quarter Highlights

    --  Revenue declined 4% in the quarter.  Organic revenue declined 2.8%
        compared to 2008.  Items excluded from organic growth computations yet
        impacting revenues in the third quarter and nine-month periods in 2009
        compared to the same periods in 2008 include the following (in
        millions):



                                            3rd      3rd     9         9
                                           Q 09     Q 08  Mths 09  Mths 08
                                           ----     ----  -------  -------
    Total revenues as reported           $113.5   $118.6   $339.0   $350.0

    Less adjustments to revenues:
    Investment income                       0.4      1.0      1.1      3.2
    Levelized foreign currency                -      1.2        -      9.5
                                            ---      ---      ---      ---

    Total revenue adjustments               0.4      2.2      1.1     12.7
                                            ---      ---      ---     ----

    Organic revenues                      113.1    116.4    337.9    337.3

    Change in performance bonus revenues      -      3.2        -      1.5
                                            ---      ---      ---      ---

    Adjusted organic revenues            $113.1   $113.2   $337.9   $335.8
                                         ======   ======   ======   ======
    --  Third quarter compensation expense ratio was 2.2% higher than 2008
        primarily as a result of increased incentive compensation of 0.7% and
        increased employee benefits of 0.7%, partially offset by reduced
        temporary help.  Also contributing to the increase in the third quarter
        compensation expense ratio was the impact of a decline in organic
        revenue in 2009.

    --  Third quarter operating expense ratio was 5.4% lower than 2008 primarily
        reflecting foreign currency translation of 2.2%, lower travel and
        meeting expense of 0.6%, decreased office expenses of 1.3%, decreased
        business insurance costs of 0.8% and decreased professional fees of
        0.3%.

Risk Management Segment Third Quarter Highlights (continued)

    --  EBITDA margin of 15.3%, which was up 3.2% compared to 2008.  Certain
        items impacting EBITDA in the third quarter and nine-month periods in
        2009 compared to the same periods in 2008 include the following (in
        millions):




                                           3rd    3rd       9       9
                                          Q 09   Q 08   Mths 09  Mths 08
                                          ----   ----   -------  -------
     Earnings from continuing operations  $8.7    $7.0   $25.3   $22.9
     Provision for income taxes            5.6     4.1    16.7    14.2
     Depreciation                          3.0     3.2     8.8     9.4
     Amortization                          0.1     0.1     0.5     0.4
                                           ---     ---     ---     ---

     Total EBITDA as reported             17.4    14.4    51.3    46.9

     Investment income                    (0.4)   (1.0)   (1.1)   (3.2)
     Levelized foreign currency              -     2.4    (0.1)   (0.1)
     Lease terminations                      -       -     0.6       -
     Severance and other benefit charges     -       -     0.4       -
                                           ---     ---     ---     ---

     Adjusted EBITDA                     $17.0   $15.8   $51.1   $43.6
                                         =====   =====   =====   =====

     Adjusted EBITDA Growth                7.6%           17.2%
                                           ===            ====
    --  Third quarter effective tax rate was 39.2% in 2009 and 36.9% in 2008. 
        The increase in the third quarter 2009 tax rate compared to 2008 is the
        result of resolving certain income tax matters in third quarter 2008.

Financial Services and Corporate Segment Third Quarter Highlights

    --  Gallagher owns 42% of Chem-Mod, LLC which has developed technologies
        that reduce harmful emissions from coal-fired power plants.  Gallagher
        is in the process of building eight commercial facilities of various
        sizes that will produce clean-burning coal using the Chem-Mod technology
        and may qualify for tax credits under Internal Revenue Code Section 45
        provided the facilities are placed in service by December 31, 2009.

Gallagher has signed definitive agreements with one utility to install three facilities, is negotiating contracts with another utility to install three facilities and is working with several other utilities regarding the remaining two facilities. To build and install these eight facilities, Gallagher expects to make capital investments totaling $30 to $35 million, of which $9.6 million has been made as of September 30, 2009, and expects to recover $10 to $15 million from its partners once the facilities are placed in service. Gallagher expects its net capital investment will total approximately $20 million.

There are significant uncertainties related to these investments, which must be favorably resolved in order for Gallagher to recover its capital investments and generate income from these facilities including: the completion of each facility by December 31, 2009, the timely receipt by the utility of necessary regulatory permits, the issuance of favorable IRS guidance, the subsequent availability of raw materials used in the Chem-Mod technology, and consistent operation of the facilities once they are placed in service. While it is too early to narrow the range of expected future value of these facilities, if these and other uncertainties are resolved favorably, Gallagher could generate up to $40 million of aggregate annual after-tax income from its investment in each of the next ten years from these eight facilities.

    --  In addition to the $400.0 million of long-term borrowing outstanding
        under the Note Purchase Agreement, at September 30, 2009, Gallagher had
        borrowings of $131.0 million outstanding under its line of credit
        facility, which was used primarily to fund 2008 and 2009 acquisitions
        and short-term cash flow needs.  The weighted average interest rate on
        the line of credit borrowings, which is based on a spread over
        short-term LIBOR, was 0.85%.  The interest rate at October 23, 2009 for
        a sixty day borrowing on this line was 0.85%.

    --  The following provides a reconciliation of third quarter income taxes as
        reported in the Financial Services and Corporate Segment (in millions):


                                                        2009    2008
                                                        ----    ----
    Expected benefit at 40% Federal and state
     statutory rate                                    $(5.0)  $(8.5)
    Recognition and resolution of certain income
     tax matters related to prior years                 (3.6)  (11.3)
                                                        ----   -----

    Reported benefit for income taxes                  $(8.6) $(19.8)
                                                       =====  ======

Consolidated Company Income Taxes

Gallagher allocates the provision for income taxes to the Brokerage and Risk Management Segments as if those segments were preparing income tax provisions on a separate company basis. Gallagher historically reported, and anticipates reporting for the foreseeable future, an effective tax rate of approximately 39% to 41% in both its Brokerage and Risk Management Segments. Gallagher's consolidated effective tax rate for third quarter was 34.1% in 2009 and 15.6% in 2008. The third quarter tax rates in both 2009 and 2008 are lower than the statutory rates due to the recognition and resolution of certain income tax matters in third quarter 2009 and 2008.

_________________________________________________

The company will host a webcast conference call on Wednesday, October 28, 2009 at 9:00 a.m. ET to further discuss these quarterly results. To listen, please go to www.ajg.com.

Arthur J. Gallagher & Co., an international insurance brokerage and risk management services firm, is headquartered in Itasca, Illinois, has operations in 15 countries and does business in more than 100 countries around the world through a network of correspondent brokers and consultants.

This press release is historical in nature and only speaks to the day it is dated. 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.

This press release may contain certain forward-looking statements relating to future results. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expected, depending on a variety of factors such as changes in worldwide and national economic conditions, changes in premium rates and in insurance markets generally, and changes in securities and fixed income markets as well as developments in the areas of tax legislation. In addition, there are significant uncertainties related to the Section 45 investments, which must be favorably resolved in order for Gallagher to recoup these investments and generate earnings on them. These include the issuance of favorable IRS guidance, the timely receipt by the utility of regulatory permits, completion of each facility by December 31, 2009 and satisfaction of certain emissions reductions. Please refer to our filings with the Securities and Exchange Commission, including Item 1, "Business - Information Concerning Forward-Looking Statements" and Item 1A, "Risk Factors", of Gallagher's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, for a more detailed discussion of these factors.


                       Arthur J. Gallagher & Co.
                     Segment Statement of Earnings
            (Unaudited - in millions except per share data)

                          3 Months  3 Months   9 Months   9 Months
                            Ended     Ended      Ended      Ended
                          Sep 30,    Sep 30,   Sep 30,     Sep 30,
    BROKERAGE SEGMENT       2009       2008      2009        2008
                          --------   --------  --------    -------

    Commissions             $254.3     $244.9    $755.1     $697.2
    Fees                      68.8       60.2     185.7      164.0
    Investment income
     and other                 2.7        9.3      14.6       23.4
                               ---        ---      ----       ----
      Revenues               325.8      314.4     955.4      884.6
                             -----      -----     -----      -----

    Compensation             190.3      179.6     572.1      522.5
    Operating                 54.5       60.5     156.7      175.2
    Depreciation               4.7        4.7      14.1       13.3
    Amortization              13.7       10.1      39.8       29.0
    Change in estimated
     acquisition earnout
     payables                  1.2          -       2.6          -
                               ---        ---       ---        ---
      Expenses               264.4      254.9     785.3      740.0
                             -----      -----     -----      -----

    Earnings from
     continuing
     operations before
     income taxes             61.4       59.5     170.1      144.6
    Provision for income
     taxes                    24.5       23.4      67.6       57.4
                              ----       ----      ----       ----
    Earnings from
     continuing
     operations              $36.9      $36.1    $102.5      $87.2
                             =====      =====    ======      =====

    Diluted earnings
     from continuing
     operations per share    $0.36      $0.38     $1.03      $0.93
    Growth - revenues            4%         8%        8%         8%
    Organic growth
     (decline) in
     commissions and fees
      (1)                       -6%         1%       -3%         1%
    Compensation expense
     ratio  (4)                 58%        57%       60%        59%
    Operating expense
     ratio  (5)                 17%        19%       16%        20%
    Pretax profit margin
      (6)                       19%        19%       18%        16%
    EBITDA margin  (3)          25%        24%       24%        21%
    Effective tax rate          40%        39%       40%        40%
    Workforce at end of period
     (includes acquisitions)                      5,965      5,461

    RISK MANAGEMENT SEGMENT

    Fees                    $113.1     $117.6    $337.9     $346.8
    Investment income
     and other                 0.4        1.0       1.1        3.2
                               ---        ---       ---        ---
      Revenues               113.5      118.6     339.0      350.0
                             -----      -----     -----      -----

    Compensation              69.9       70.4     207.9      210.9
    Operating                 26.2       33.8      79.8       92.2
    Depreciation               3.0        3.2       8.8        9.4
    Amortization               0.1        0.1       0.5        0.4
                               ---        ---       ---        ---
      Expenses                99.2      107.5     297.0      312.9
                              ----      -----     -----      -----

    Earnings from
     continuing
     operations before
     income taxes             14.3       11.1      42.0       37.1
    Provision for income
     taxes                     5.6        4.1      16.7       14.2
                               ---        ---      ----       ----
    Earnings from
     continuing
     operations               $8.7       $7.0     $25.3      $22.9
                              ====       ====     =====      =====

    Diluted earnings
     from continuing
     operations per share    $0.09      $0.08     $0.25      $0.25
    Growth (decline) -
     revenues                   -4%         8%       -3%         8%
    Organic growth
     (decline) in fees
     (1)                        -3%         8%        0%         7%
    Compensation expense
     ratio  (4)                 62%        59%       61%        60%
    Operating expense
     ratio  (5)                 23%        29%       24%        26%
    Pretax profit margin
      (6)                       13%         9%       12%        11%
    EBITDA margin  (3)          15%        12%       15%        13%
    Effective tax rate          39%        37%       40%        38%
    Workforce at end of period
     (includes acquisitions)                      3,835      3,903

    FINANCIAL SERVICES AND CORPORATE SEGMENT

    Investment income (loss):
      Asset Alliance
       Corporation              $-      $(1.5)       $-      $(1.7)
      Alternative energy      (0.1)      (0.8)      0.3        3.0
      Real estate and
       venture capital         0.3          -       0.4       (0.3)
                               ---        ---       ---       ----
                               0.2       (2.3)      0.7        1.0
    Investment losses            -       (2.5)     (0.9)      (2.7)
                               ---       ----      ----       ----
      Revenues                 0.2       (4.8)     (0.2)      (1.7)
                               ---       ----      ----       ----

    Investment expenses:
      Alternative energy       1.1          -       2.2       (1.8)
      Compensation,
       professional fees
       and other               4.9        3.6       7.9        9.6
                               ---        ---       ---        ---
                               6.0        3.6      10.1        7.8
    Operating - state
     tax matters                 -        5.6         -        5.6
    Interest                   6.8        7.1      21.1       20.9
    Depreciation                 -        0.1         -        0.1
                               ---        ---       ---        ---
      Expenses                12.8       16.4      31.2       34.4
                              ----       ----      ----       ----

    Loss from continuing
     operations before
     income taxes            (12.6)     (21.2)    (31.4)     (36.1)
    Benefit for income
     taxes                    (8.6)     (19.8)    (17.3)     (25.7)
                              ----      -----     -----      -----
    Loss from continuing
     operations              $(4.0)     $(1.4)   $(14.1)    $(10.4)
                             =====      =====    ======     ======

    Diluted loss from
     continuing
     operations per share   $(0.04)    $(0.02)   $(0.14)    $(0.11)

    See notes to third quarter 2009 earnings release and non-GAAP
     financial measures on page 8 of 8.



                        Arthur J. Gallagher & Co.
                   Consolidated Statement of Earnings
             (Unaudited - in millions except per share data)

                          3 Months  3 Months   9 Months   9 Months
                            Ended     Ended      Ended      Ended
                           Sep 30,   Sep 30,    Sep 30,    Sep 30,
    TOTAL COMPANY            2009      2008       2009       2008
                           --------  --------   --------   --------

    Commissions              $254.3    $244.9     $755.1     $697.2
    Fees                      181.9     177.8      523.6      510.8
    Investment income
     and other -
     Brokerage and Risk
     Management                 3.1      10.3       15.7       26.6
    Investment income (loss)-
     Financial Services
     and Corporate              0.2      (2.3)       0.7        1.0
    Investment losses             -      (2.5)      (0.9)      (2.7)
                                ---      ----       ----       ----
      Revenues                439.5     428.2    1,294.2    1,232.9
                              -----     -----    -------    -------

    Compensation              260.2     250.0      780.0      733.4
    Operating                  80.7      99.9      236.5      273.0
    Investment expenses         6.0       3.6       10.1        7.8
    Interest                    6.8       7.1       21.1       20.9
    Depreciation                7.7       8.0       22.9       22.8
    Amortization               13.8      10.2       40.3       29.4
    Change in estimated
     acquisition earnout
     payables                   1.2         -        2.6          -
                                ---       ---        ---        ---
      Expenses                376.4     378.8    1,113.5    1,087.3
                              -----     -----    -------    -------

    Earnings from
     continuing
     operations before
     income taxes              63.1      49.4      180.7      145.6
    Provision for income
     taxes                     21.5       7.7       67.0       45.9
                               ----       ---       ----       ----
    Earnings from
     continuing
     operations                41.6      41.7      113.7       99.7
                               ----      ----      -----       ----

    Loss on discontinued
     operations, net of
     income taxes                 -      (3.9)      (1.9)     (27.1)
                                ---      ----       ----      -----

    Net earnings              $41.6     $37.8     $111.8      $72.6
                              =====     =====     ======      =====

    Diluted earnings
     from continuing
     operations per share     $0.41     $0.44      $1.14      $1.07
    Diluted loss on
     discontinued
     operations per share         -     (0.04)     (0.02)     (0.29)
                                ---     -----      -----      -----
    Diluted net earnings
     per share                $0.41     $0.40      $1.12      $0.78
                              =====     =====      =====      =====

    Dividends declared
     per share                $0.32     $0.32      $0.96      $0.96
                              =====     =====      =====      =====

    Other Information
    Basic weighted
     average shares
     outstanding (000s)     101,352    94,114     99,994     93,153
    Diluted weighted
     average shares
     outstanding (000s)     101,550    94,556    100,108     93,623
    Common shares
     repurchased (000s)          17         3         35         49
    Annualized return on
     beginning
     stockholders' equity (7)                         20%        14%
    Number of
     acquisitions closed          2         8         11         28
    Workforce at end of period
     (includes acquisitions)                      10,015      9,573



                    Arthur J. Gallagher & Co.
                            EBITDA (2)
                    (Unaudited - in millions)

                  3 Months   3 Months   9 Months   9 Months
                    Ended      Ended      Ended      Ended
    BROKERAGE      Sep 30,    Sep 30,    Sep 30,    Sep 30,
     SEGMENT         2009       2008       2009       2008
                   --------   --------   --------   --------

    Earnings
     from
     continuing
     operations       $36.9      $36.1     $102.5      $87.2
    Provision
     for income
     taxes             24.5       23.4       67.6       57.4
    Depreciation        4.7        4.7       14.1       13.3
    Amortization       13.7       10.1       39.8       29.0
    Change in
     estimated
     acquisition
     earnout
     payables           1.2          -        2.6          -
                        ---        ---        ---        ---

    Brokerage
     EBITDA           $81.0      $74.3     $226.6     $186.9
                      =====      =====     ======     ======

    RISK MANAGEMENT SEGMENT

    Earnings
     from
     continuing
     operations        $8.7       $7.0      $25.3      $22.9
    Provision
     for income
     taxes              5.6        4.1       16.7       14.2
    Depreciation        3.0        3.2        8.8        9.4
    Amortization        0.1        0.1        0.5        0.4
                        ---        ---        ---        ---

    Risk
     Management
     EBITDA           $17.4      $14.4      $51.3      $46.9
                      =====      =====      =====      =====

    FINANCIAL SERVICES AND CORPORATE SEGMENT

    Loss from
     continuing
     operations       $(4.0)     $(1.4)    $(14.1)    $(10.4)
    Benefit for
     income taxes      (8.6)     (19.8)     (17.3)     (25.7)
    Interest            6.8        7.1       21.1       20.9
    Depreciation          -        0.1          -        0.1
                        ---        ---        ---        ---

    Financial
     Services and
     Corporate
     EBITDA           $(5.8)    $(14.0)    $(10.3)    $(15.1)
                      =====     ======     ======     ======

    TOTAL COMPANY

    Net earnings      $41.6      $37.8     $111.8      $72.6
    Loss on
     discontinued
      operations,
     net of
     income taxes         -        3.9        1.9       27.1
                        ---        ---        ---       ----

    Earnings
     from
     continuing
     operations        41.6       41.7      113.7       99.7
    Provision
     for income
     taxes             21.5        7.7       67.0       45.9
                       ----        ---       ----       ----

    Earnings
     from
     continuing
     operations
     before
     income taxes      63.1       49.4      180.7      145.6
    Interest            6.8        7.1       21.1       20.9
    Depreciation        7.7        8.0       22.9       22.8
    Amortization       13.8       10.2       40.3       29.4
    Change in
     estimated
     acquisition
     earnout
     payables           1.2          -        2.6          -
                        ---        ---        ---        ---

    Total
     Company
     EBITDA           $92.6      $74.7     $267.6     $218.7
                      =====      =====     ======     ======

    See notes to third quarter 2009 earnings release and non-
     GAAP financial measures on page 8 of 8.




               Arthur J. Gallagher & Co.
              Consolidated Balance Sheet
      (Unaudited - in millions except per share
                         data)

                               Sep 30,   Dec 31,
                                 2009      2008
                               --------  --------

    Cash and cash equivalents    $237.7    $194.4
    Restricted cash               551.8     551.0
    Investments - current (8)       0.5       0.2
    Premiums and fees
     receivable                   664.8     826.5
    Other current assets          110.8     129.9
                                  -----     -----
      Total current assets      1,565.6   1,702.0

    Investments - noncurrent
     (8)                           25.3      17.9
    Fixed assets - net             82.6      88.8
    Deferred income taxes         272.9     300.9
    Other noncurrent assets       133.9     104.1
    Goodwill - net                715.6     596.4
    Amortizable intangible
     assets - net                 445.2     461.2
                                  -----     -----
      Total assets             $3,241.1  $3,271.3
                               ========  ========


    Premiums payable to
     insurance and reinsurance
     companies                 $1,208.4  $1,365.3
    Accrued compensation and
     other accrued liabilities    216.7     260.1
    Unearned fees                  46.8      46.2
    Other current liabilities      27.6      55.0
    Corporate related
     borrowings - current         131.0     132.0
                                  -----     -----
      Total current
       liabilities              1,630.5   1,858.6

    Corporate related
     borrowings - noncurrent      400.0     400.0
    Other noncurrent
     liabilities                  341.5     274.2
                                  -----     -----
      Total liabilities         2,372.0   2,532.8
                                -------   -------

    Stockholders' equity:
    Common stock - issued and
     outstanding                  101.8      96.4
    Capital in excess of par
     value                        328.8     230.4
    Retained earnings             466.3     452.0
    Accumulated other
     comprehensive loss           (27.8)    (40.3)
                                  -----     -----
      Total stockholders'
       equity                     869.1     738.5
                                  -----     -----
      Total liabilities and
       stockholders' equity    $3,241.1  $3,271.3
                               ========  ========

    Other Information
    Book value per share          $8.54     $7.66



    Notes to Third Quarter 2009 Earnings Release
    --------------------------------------------

    Non-GAAP Financial Measures
    ---------------------------

    This exhibit contains supplemental non-GAAP financial information within
    the meaning of Regulation G of the SEC's rules.  Consistent with
    Regulation G, a description of such information is provided below and a
    reconciliation of certain of such items to U.S. generally accepted
    accounting principles (GAAP) is provided in this press release.  Gallagher
    believes the items described below provide meaningful
    additional information, which may be helpful to investors in assessing
    certain aspects of Gallagher's operating performance and
    financial condition that may not be otherwise apparent from GAAP.
    Industry peers provide similar supplemental information, although
    they may not use the same or comparable terminology and may not make
    identical adjustments.  This non-GAAP information should be
    used in addition to, but not as a substitute for, the GAAP information.

    (1)  Organic growth in commissions and fees excludes the first twelve
         months of net commission and fee revenues generated from the
         acquisitions accounted for as purchases and the net commission and
         fee revenues related to operations disposed of in each year
         presented.  These commissions and fees are excluded from organic
         revenues in order to determine the revenue growth that is associated
         with the operations that were a part of Gallagher in both the current
         and prior year.  In addition, organic growth excludes the impact of
         contingent commission revenues and foreign currency translation.

    (2)  EBITDA represents earnings from continuing operations before
         interest, income taxes, depreciation, amortization and change in
         estimated acquisition earnout payables.

    (3)  Represents earnings from continuing operations before interest,
         income taxes, depreciation, amortization and change in
         estimated acquisition earnout payables (EBITDA) divided by
         total revenues.

    Other
    -----

    (4)  Represents compensation expense divided by total revenues.

    (5)  Represents operating expenses divided by total revenues.

    (6)  Represents pretax earnings divided by total revenues.

    (7)  Represents annualized year-to-date net earnings divided by total
         stockholders' equity as of the beginning of the year.

    (8)  Investments at September 30, 2009 include the following:




                                                          Funding
                                    Current Noncurrent Commitments
                                    ------- ---------- -----------

      Asset Alliance Corporation       $0.2       $1.0          $-

      Alternative energy:
         Equity interest in  biomass
          projects and pipeline           -        8.5           -
         Clean energy related ventures  0.3        9.7        24.0

      Real estate and venture capital     -        6.1         1.0
                                        ---        ---         ---

      Total investments                $0.5      $25.3       $25.0
                                       ====      =====       =====

SOURCE Arthur J. Gallagher & Co.


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