Form 8-K GALLAGHER ARTHUR J & CO For: May 17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 17, 2016
Date of Report: (Date of earliest event reported)
ARTHUR J. GALLAGHER & CO.
(Exact name of registrant as specified in its charter)
Delaware | 1-09761 | 36-2151613 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Arthur J. Gallagher & Co. (Gallagher) held its Annual Meeting of Stockholders on May 17, 2016 (the Annual Meeting). At the Annual Meeting, three items were submitted to Gallaghers stockholders. The items are described in more detail in Gallaghers definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2016. At the Annual Meeting, Gallaghers stockholders (i) elected all ten Director nominees, whose names appear below, to serve as Directors of Gallagher until Gallaghers 2017 Annual Meeting of Stockholders, (ii) approved ratification of the appointment of Ernst & Young LLP as Gallaghers Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2016, and (iii) approved, on an advisory basis, the compensation of Gallaghers named executive officers. The final voting results are set forth below:
Item 1: Election of ten Directors, each to serve for a one-year term until Gallaghers 2017 Annual Meeting of Stockholders:
Directors |
For | Against | Abstain | *Broker Non-Votes |
||||||||||||
Sherry S. Barrat |
143,403,317 | 2,725,299 | 93,687 | 18,396,075 | ||||||||||||
William L. Bax |
144,245,188 | 1,939,656 | 37,459 | 18,396,075 | ||||||||||||
D. John Coldman |
144,338,853 | 1,799,228 | 84,222 | 18,396,075 | ||||||||||||
Frank E. English, Jr. |
144,331,541 | 1,805,946 | 84,816 | 18,396,075 | ||||||||||||
J. Patrick Gallagher, Jr. |
141,807,794 | 3,406,543 | 1,007,966 | 18,396,075 | ||||||||||||
Elbert O. Hand |
140,167,825 | 5,965,746 | 88,732 | 18,396,075 | ||||||||||||
David S. Johnson |
130,927,580 | 15,208,813 | 85,910 | 18,396,075 | ||||||||||||
Kay W. McCurdy |
141,093,224 | 5,042,528 | 86,551 | 18,396,075 | ||||||||||||
Ralph J. Nicoletti |
145,667,020 | 487,977 | 67,306 | 18,396,075 | ||||||||||||
Norman L. Rosenthal |
145,025,329 | 1,111,789 | 85,185 | 18,396,075 | ||||||||||||
For | Against | Abstain | *Broker Non-Votes |
|||||||||||||
Item 2: Ratification of the Appointment of Ernst & Young LLP as Gallaghers Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2016 |
160,650,815 | 3,869,716 | 97,847 | | ||||||||||||
Item 3: Advisory Vote on the Compensation of Gallaghers Named Executive Officers |
129,803,996 | 15,978,030 | 440,277 | 18,396,075 |
* Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters, such as the ratification of the Independent Registered Public Accounting Firm, but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of Directors and the advisory vote on the compensation of Gallaghers named executive officers.
Item 7.01. | Regulation FD Disclosure. |
The slides containing information presented at the Annual Meeting are furnished as Exhibit 99.1 to this report. This exhibit may also be accessed at Gallaghers website (www.ajg.com) under the heading Investor Relations.
Item 9.01. | Financial Statements and Exhibits. |
99.1 | Slides presented at the Annual Meeting. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Arthur J. Gallagher & Co. | ||||||
Date: May 17, 2016 | /s/ WALTER D. BAY | |||||
Walter D. Bay Vice President, General Counsel and Secretary |
2016 Annual Stockholders Meeting Tuesday, May 17, 2016 Exhibit 99.1 |
2 Stockholders Meeting May 17, 2016 2016 Annual Meeting Chairmans Remarks 2015 Review Closing Comments Questions & Answers |
3 Stockholders Meeting May 17, 2016 Please turn off all cell phones. All audio and video recording is prohibited. |
4 2016 Board of Directors Sherry S. Barrat William L. Bax D. John Coldman Frank E. English, Jr. Elbert O. Hand David S. Johnson Kay W. McCurdy Ralph J. Nicoletti Norman L. Rosenthal, Ph.D. |
5 Stockholders Meeting May 17, 2016 2016 Annual Meeting |
Stockholders Meeting May 17, 2016 2016 Annual Meeting Chairmans Remarks 2015 Review 6 |
7 Information Regarding Forward-Looking Statements
This presentation contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, 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 in this presentation include, but are not limited to, statements regarding: (i) improvements in our new business production; (ii) tuck-in M&A activity; (iii) global brand recognition; (iv) completion of large UK
M&A integration efforts; (v) the leveraging of internal
resources across divisions and borders; (vi) our status as the premier provider of claims management services; (vii) our global presence in the claims space; (viii) our ability to stay in front of improvements in technology;
(ix) commercial P&C pricing; (x) drivers and expected levels
of our organic growth; (xi) future M&A opportunities, including bolt-on acquisitions to our international platforms; (xiii) increasing productivity and quality; (xiv) our management team; (xv) our
use of leverage;
(xvi) our balance sheet; and (xvii) our total shareholder return. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: declines in premiums or other adverse trends in the insurance
industry; an economic downturn; competitive pressures in our
businesses; failure to successfully or cost-effectively integrate recently acquired businesses; risks to our acquisition strategy, including continuing consolidation in our industry and increased interest in
acquiring
insurance brokers by private equity firms; our failure to attract and retain key executives and other personnel; risks arising from our international operations, including political and economic uncertainty and regulatory and legal compliance risk; concentration
of large amounts of revenue with certain clients in our risk
management segment; failure to apply technology effectively in our
businesses; business continuity and cybersecurity risks; damage to our
reputation; and failure to comply with regulatory requirements,
including the FCPA, other anti-corruption laws, and data privacy
laws. Please refer to Gallaghers filings with the SEC,
including Item 1A, Risk Factors, of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for a more detailed discussion of these and other factors that could impact its forward-looking
statements. |
8 Information Regarding Non-GAAP Measures This presentation includes references to Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted Revenues, Adjusted Operating Expense Ratio
and Organic Growth, which are measures not in accordance with, or
an alternative to, the GAAP information provided herein. Earnings Measures
- Gallagher
believes that each of Adjusted EBITDAC and Adjusted EBITDAC margin, as defined below, provides a meaningful representation
of its operating performance and improves the comparability
of Gallaghers results between periods by eliminating the impact of certain items that have a high degree of variability. Adjusted EBITDAC
is defined as earnings from continuing operations before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables
(EBITDAC), further adjusted to exclude gains realized from sales of books of
business, acquisition integration costs, earnout related compensation charges, workforce related charges, lease termination related charges, client run-off/bankruptcy impact, South Australia and claim portfolio transfer ramp up fees/costs,
acquisition related adjustments and the period-over-period
impact of foreign currency translation, as applicable. Adjusted EBITDAC
margin
is defined as Adjusted EBITDAC divided by Adjusted Revenues (defined below). The most directly comparable GAAP measure for these non-GAAP earnings measures is net earnings. For the Brokerage Segment, the Risk
Management Segment, and the two segments on a combined basis, net
earnings was $139 million, $35 million and $174 million, respectively, in 2011, $156 million, $43 million and $199 million, respectively, in 2012, $205 million, $48 million and $253 million, respectively, in 2013, $264 million, $42 million and $306 million, respectively, in 2014 and $268 million, $57
million and $325 million, respectively, in 2015. Revenue and Expense Measures
- Gallagher
believes that Adjusted Revenues and Adjusted Operating Expense Ratio, each as defined below, provides stockholders and other
interested persons with useful information that will
assist such persons in analyzing Gallaghers operating results as they develop a future outlook for Gallagher. Gallagher believes that Organic Growth provides a comparable measurement of revenue growth that is associated with the revenue sources that will be continuing in 2016
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 measure allows financial statement users to measure, analyze and compare the growth from its Brokerage and Risk Management segments in a
meaningful and consistent manner. Adjusted Revenues
is defined as revenues, adjusted to exclude gains realized from sales of books of business, New Zealand earthquake claims
administration fees, South Australia ramp up fees and the impact of client bankruptcy.
Adjusted Operating Expense Ratio is defined
as operating expense, adjusted to eliminate lease termination and abandonment charges, acquisition related adjustments and
integration costs, costs related to New Zealand earthquake
claims administration, South Australia and claim portfolio transfer ramp up costs, and the impact of foreign currency translation, as applicable, divided by Adjusted Revenues.
Organic Growth is defined
as organic change in commission and fee revenues (including supplemental and contingent commissions), and excludes the first
twelve months of net commission and fee revenues generated
from 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 help interested persons analyze the revenue growth associated
with the operations that were a part of Gallagher in both the
current and prior year. In addition, change in organic growth excludes the period-over-period impact of foreign currency translation. The amounts excluded with respect to foreign currency translation are calculated by applying 2015 foreign exchange rates to the same periods in 2014. The most directly comparable GAAP measure for Adjusted Revenues and Organic Growth is reported revenues. For the Brokerage Segment,
reported revenues were $533 million, $679 million, $783 million,
$863 million, $946 million, $1,007 million, $1,114 million, $1,188 million, $1,276 million, $1,329 million, $1,544 million, $1,812 million, $2,126 million, $2,896 million, and $3,324 million in 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014 and 2015, respectively. For the
Risk Management Segment, reported revenues were $682.3 million
and $727.1 million in 2014 and 2015, respectively. The most directly comparable GAAP measure for Adjusted Operating Expense Ratio is reported operating expense, which was $247 million and $638 million in 2008 and 2015, respectively, for the Brokerage Segment and $126 million and $181 million in
2008 and 2015, respectively, for the Risk Management Segment. Reconciliations
For other
reconciliations, please see the appendix at the back of this presentation and the examples set forth in "Reconciliation
of Non-GAAP
Measures and supplemental quarterly financial data " on Gallagher's Web site at ajg.com/IR. |
Who We Are KEY FACTS KEY SHAREHOLDER DATA 3.2% $ 0.38 52-Week Range*** $ 49.59 Hi $ 35.96 Lo Outstanding Shares 176.9M
$ 4.0+B
Acquired Revenues
2015 $ 230.8M
$ 8.3B
2015 Total Adjusted
Revenues** Dividend Yield *** 2016 Q2 Dividend/Share at April 27, 2016 Market Cap*** 680+ Employees 21,537 Founded in 1927 Public since 1984 32 years ago One of the Worlds Leading Insurance Brokers * One of the worlds largest P&C third-party administrators * As of December 31, 2015 unless otherwise indicated. * According to Business
Insurance. **Brokerage and Risk Management adjusted revenue for
the year ended December 31, 2015 *** as of May 13,
2016 Sales/Service Offices
31 Countries
AJG NYSE 9 |
10 82% of revenue* We sell insurance and consult on insurance programs P&C and benefits Retail and wholesale Primarily middle-market commercial clients and individuals 77% of revenue* is commissions 23% is fee-based 18% of revenue* We adjust claims and help companies and carriers reduce their losses Workers compensation, liability, managed care, property and auto Modest amount of storm/quake claims Primarily Fortune 1000 clients 90% of revenue* from non-affiliated brokerage customers and their clients BROKERAGE SEGMENT Snapshot of Core Operations *Brokerage and Risk Management adjusted revenue for the year ended December 31, 2015.
RISK MANAGEMENT SEGMENT |
11 Diverse Revenue Base RISK MANAGEMENT* BROKERAGE* *Brokerage and Risk Management adjusted revenue for the year ended December 31, 2015.
59% 24% 17% WHOLESALE RETAIL P/C RETAIL BENEFITS 64% 36% DOMESTIC INTERNATIONAL 69% 27% 4% PROPERTY WORKERS COMPENSATION LIABILITY 81% 19% DOMESTIC INTERNATIONAL |
12 Brokerage Segment 2015 (in $M) See important disclosures regarding Non-GAAP measures on Page 3. $2,795 $3,317 $2,500 $3,000 $3,500 2014 2015 ADJUSTED REVENUES 19% 4.3% 3.6% 2.0% 4.0% 6.0% 8.0% 2014 2015 TOTAL ORGANIC GROWTH $710 $867 $600 $700 $800 $900 $1,000 2014 2015 ADJUSTED EBITDAC 22% 25.4% 26.1% 23.0% 24.0% 25.0% 26.0% 27.0% 2014 2015 ADJUSTED EBITDAC MARGIN |
13 (in $M) Risk Management Segment 2015 10% 18% See important disclosures regarding Non-GAAP measures on Page 3. $660 $728 $625 $650 $675 $700 $725 $750 2014 2015 ADJUSTED REVENUES $107 $126 $90 $100 $110 $120 $130 $140 2014 2015 ADJUSTED EBITDAC 16.1% 17.3% 12.0% 14.0% 16.0% 18.0% 20.0% 2014 2015 ADJUSTED EBITDAC MARGIN 9.5% 11.3% 5.0% 7.0% 9.0% 11.0% 13.0% 2014 2015 TOTAL ORGANIC GROWTH |
14 Brokerage & Risk Management Combined 2015 (in $M) See important disclosures regarding Non-GAAP measures on Page 3. 17% 22% $3,455 $4,045 $2,800 $3,200 $3,600 $4,000 $4,400 2014 2015 ADJUSTED REVENUES 5.5% 5.1% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 2014 2015 TOTAL ORGANIC GROWTH $816 $993 $600 $700 $800 $900 $1,000 $1,100 $1,200 2014 2015 ADJUSTED EBITDAC 23.6% 24.5% 20.0% 21.0% 22.0% 23.0% 24.0% 25.0% 26.0% 2014 2015 ADJUSTED EBITDAC MARGIN |
15 Adjusted Net Earnings from Clean Energy Investments
(in $M) 2009 2010 2011 2012 2013 2014 Excludes non-cash after tax gain of $14.1m from a re-consolidation accounting gain, related to clean-energy investments, recorded in
2014. 2015
-$4.8 $7.5 $3.9 $32.7 $63.7 $90.5 $100.9 -$10.0 $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0 $90.0 $100.0 $110.0 $120.0 |
16 Dividends Per Share *Indicated On January 28, 2016, Gallaghers Board of Directors declared a $.38 per share first-quarter 2016 dividend.
1984 2016 $1.52* $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 |
17 2015 Business Highlights Brokerage & Risk Management growth: 17% adjusted revenue growth 22% adjusted EBITDAC growth 92 bps margin improvement 5.1% total organic growth M&A growth: $230.8m in acquired revenues WGA - New England Platform +43 additional - avg $3.6m in revenue Returning to tuck-in opportunities Clean energy growth: $100.9m of adjusted net earnings 12% increase in adjusted net earnings over 2014 Additional 2 facilities to long-term production contracts All while accomplishing: Global M&A integration Completed Australia/New Zealand & Canada Combining 4 U.K. brokers expected to finish in 2016 Top 5 broker in the U.K. U.S. retailone agency system See important disclosures regarding Non-GAAP measures on Page 3 and Page 10. |
18 Improving new business production Continuing tuck-in M&A Increasing global brand recognition Completing large U.K. M&A integration Leveraging internal resources across divisions To be premier provider of claims management services with superior outcomes Increasing global presence in claims space U.S. clients with global operations Expanding via M&A/new partners Staying in front of improving technology Increasing brand recognition globally Leveraging resources across borders BROKERAGE SEGMENT Where Were Going RISK MANAGEMENT SEGMENT |
19 Source for calendar year combined ratio data: AM Best. Using 9 month 2014 data as of 01/29/15. 2012 and prior excludes
certain large mortgage insurance and personal lines
companies. Indicators
for
U.S.
P/C
Carriers
Shallow
Rate
Environment
INVESTMENT YIELDS
STATUTORY SURPLUS
($Billions) months 2014 as of 0/29/15. Prior to 2004, sources are A.M. Best and ISO via the Insurance Information Institute.
PREMIUM/STATUTORY SURPLUS
COMBINED RATIOS
118.3 93.8 97.0 90 95 100 105 110 115 120 0.6x 0.8x 1.0x 1.2x 1.4x 1.6x 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% $100 $200 $300 $400 $500 $600 $700 $800 Source for data : Total US P/C Industry from Bests Statement File P/C US for 2001 2013. and Quarterly Statement File for 9
months 2014 (annualized). Prior to 2001, sources are A.M. Best and
ISO via the Insurance Information Institute. Source for data : Total US P/C Industry from Bests Statement File P/C US for 2001 2013. and Quarterly Statement File for 9
months 2014 (annualized) as of 01/29/2015. Prior to 2001,
sources are A.M. Best and ISO via the Insurance Information Institute. Source for data : Total US P/C Industry from Bests Statement File P/C US for 2004 2013 and Quarterly Statement File for 9 |
CPI 136 Rates 96 Commercial P&C Pricing Shows Shallow Cycle Commercial Rate Index reflects the cost of P&C premiums relative to the year 2000. Constructed using Counsel of
Insurance Agents and Brokers (CIAB) data. CPI index uses data from the Bureau of
Labor Statistics. 80
90 100 110 120 130 140 150 160 20 |
Shows Shallow Pricing Cycle 21 -2.9% -0.1% 0.9% 2.7% 4.4% 4.3% 3.9% 5.0% 5.2% 4.3% 3.4% 2.1% 1.5% -0.5% 0.1% -0.7% -2.3% -3.3% -3.1% -2.8% -4.0% -3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% CIAB - Change in Average Commercial Rates |
Gallagher Sales Culture Performs Through Any Pricing Cycle
Hard Market Shallow Market CIAB is the 4 quarter average. Gallaghers Brokerage Segment Organic Growth excluding Contingent Commissions.
See important disclosures regarding Non-GAAP measures on Page 3.
22 14.0% 16.0% 10.0% 2.0% 2.0% 5.0% 2.0% -0.8% -2.4% -1.7% 3.1% 4.4% 5.6% 3.8% AJG Organic 3.8% 19.8% 19.8% 8.1% -4.1% -8.0% -5.2% -12.1% -11.0% -5.4% -5.6% 0.2% 4.4% 3.8% 0.1% CIAB -2.9% -15.0% -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Gallagher Organic CIAB - Change in Avg. Commercial Rates Soft Market |
Shallow Rate Cycle Is Better for: CLIENTS CARRIERS & BROKERS 23 |
How Were Getting There-Consistent Growth Strategy |
Consistent Growth Strategy Organic |
26 Driving Brokerage Organic Growth |
27 Niche Expertise Teams Brokerage Aviation & Aerospace Automotive Agribusiness Real Estate Manufacturing Global Risks Construction Personal Marine Life Solutions Life Sciences Hospitality Higher Education Healthcare Environmental Entertainment Energy Private Equity Professional Groups Public Entity Religious/Nonprofit Restaurant Scholastic Technology/Telecom Trade Credit/ Political Risk Transportation |
Driving Risk Management Organic Growth 28 |
29 Risk Mgmt Growth Focuses on Four Market Segments ALTERNATIVE MARKET PARTICIPANTS LARGE COMMERCIAL ENTITIES PUBLIC SECTOR ENTITIES INSURANCE CARRIERS |
Consistent Growth Strategy M&A |
Annualized Revenues Acquired (in $Ms)
2015 Acquisition Revenue Growth
31 0 100 200 300 400 500 600 700 800 900 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Domestic Property & Casualty Foreign Property & Casualty Employee Benefits Risk Management |
M&A Opportunities Continue Vast Pipeline Domestic and international markets highly fragmented 18,000+ agents/ brokers just in the U.S. Baby boomers looking for exit strategy Need Gallaghers expertise Acquisition Units Retail P&C Wholesale Benefits International MGA MGU Captive Limited Consolidators Core Competency Culture Proven history Ability to integrate 32 |
33 Platforms In Place for Bolt-on M&A |
Client
Capabilities in 150 Countries 34
International Correspondent Broker Network
|
Productivity and Quality Initiatives |
Utilizing Offshore Centers of Excellence Controlling Headcount Focus Continues: Optimizing Productivity & Quality Building Productivity Tools DMS and Workflow Optimizing Real Estate Footprint Investing in Business Intelligence Leveraging Sales Force Management Tools CONTINUE TO IMPROVE PRODUCTIVITY AND QUALITY Utilizing Offshore Centers of Excellence Controlling Headcount Utilizing Sourcing to Manage Expenses Standardizing Processes and Systems 36 |
Benefits Continue: From Offshore Centers of Excellence Increase Speed to Market Foster Innovation Reduce Costs Focus on Core Improve Quality 37 |
38 Client-Facing Efforts BUILDING CLIENT SERVICE OPERATIONS Process and deliver consistent client service Technology and tools improve operating efficiencies Staffed by dedicated service professionals that: Generate client applications and proposals Handle client requests Manage renewal cycles Improves turn-around time on client requests Supports production teams Can still customize for niche practice areas Easily integrated for new acquisition partners to utilize |
39 Behind the Scenes Efforts OFFSHORE CENTERS OF EXCELLENCE UPDATE We now have more than 2,400 associates in four locations Utilized for processes such as: Policy checking Policy issuance Certificates of insurance Renewal support Claims support Accounting support Substantially improved quality and reduced both operating and E&O costs Easy for new acquisition partners to utilize |
40 Quality Metrics on Target EFFICIENCY IMPROVEMENTS DRIVE QUALITY AND SERVICE Reduced policy delivery from 30 to 10 days Achieved 99% quality rate Reduced certificate of insurance delivery expense by 20+% Improved quality rate to 99.5% and reduced delivery time from 2 hours to 1 hour Standardized policy issuance for top 30 carriers and reduced issuance time from 12 to 3 days Improved carrier and retailer satisfaction Single agency management system and standardized processes across the network Real-time, up-to-date, quality client data in single repository for 24/7 producer access Offloaded routine work such as ordering reports, filing forms and paying bills from experienced Claims Adjusters to COE staff Allows Claims Adjusters to focus on timely and cost effective resolution of open claims Centralized billing to clients previously done in 90 locations thereby reducing costs Improved accuracy, speed and cash flows Consolidated 5 regional accounting centers to 1 divisional accounting center in Itasca Standardizes and automates data processes, improves report timing, reduces errors, and generates savings on resources |
Reduced Adjusted Operating Expense Ratio BROKERAGE RISK MANAGEMENT See important disclosures regarding Non-GAAP measures on Page 3. 41 20.8% 17.3% 16.0% 17.0% 18.0% 19.0% 20.0% 21.0% 22.0% 2008 2015 27.0% 24.4% 23.0% 24.0% 25.0% 26.0% 27.0% 28.0% 2008 2015 |
Brokerage & Risk Mgmt Adjusted EBITDAC Margin See important disclosures regarding Non-GAAP measures on Page 3. 42 20.4% 21.2% 22.1% 23.6% 24.5% 18.0% 19.0% 20.0% 21.0% 22.0% 23.0% 24.0% 25.0% 2011 2012 2013 2014 2015 |
Ranked Highest in Customer Satisfaction among
Brokers for Large Commercial
Insurance According
to the 2015 Large Commercial Insurance Study SM conducted by J.D. Power and in partnership with RIMS, Arthur J. Gallagher & Co. ranked highest in customer satisfaction among brokers in the large commercial insurance space. The study focused on 8 factors of customer satisfaction, and Arthur J. Gallagher & Co. scored highest in 6 of the 8 factors. 1 1 Arthur J. Gallagher & Co. received the highest numerical score among brokers for large commercial insurance in the J.D. Power 2015 Large
Commercial Insurance Study. Based on 1,285 responses measuring 5 brokers
and experiences and perceptions of large commercial insurance insureds, surveyed in April-August 2015. Your experiences may vary. Visit jdpower.com. Gallagher scored highest in the following factors 1 : Quality of advice/guidance provided Reasonableness of fees Ease of the renewal process Variety of program offerings Effectiveness of program review Claims process 1 43 |
44 Relentless Focus on Quality and Customer Service Best Companies for Leaders 2015 CHIEF EXECUTIVE MAGAZINE Americas Best Employers 2015 FORBES MAGAZINE Voted Best UK Broker for Service 2015 STRATEGIC RISKS UK FTSE SURVEY
Best TPA in Casualty Claims Handling 2015 ADVISEN CLAIMS SATISFACTION SURVEY UK Employee Benefits Consultancy of the Year 2015 WORKPLACE SAVINGS AND BENEFITS MAGAZINE
Corporate Champion for Board Gender Balance 2015 WOMENS FORUM OF NEW YORK Leadership 500 Excellence Award 2015 HR.COM Best Mid-Sized Broker 2014 REACTIONS MAGAZINE AJG Intl/OIM MGA of the Year 2014 INSURANCE POST Group Risk Adviser of the Year 2014 AJG BENEFITS TEAM
CORPORATE ADVISER |
Maintaining Culture 45 |
Maintain Unique Culture 46 |
One of the Worlds Most Ethical Companies as Recognized by Ethisphere four years in a row Industry-leading commitment to ethics and dedication to integrity Chosen for: Promoting ethical business standards and practices Exceeding legal compliance standards Innovating to benefit the public Demonstrating that corporate citizenship is tied to company success Only 145 organizations named worldwide 47 |
Why Invest? You Believe Our Company Has: Right management Unique culture Proven growth strategy Continuing M&A opportunities Increasing productivity Higher quality Good use of leverage Strong balance sheet Excellent return to shareholders GALLAGHER IS WELL POSITIONED FOR FUTURE GROWTH 48 |
Why Invest? We Are Just Getting
Started Source for data: Bloomberg. Total returns from 1/1/2000 12/31/2015 include reinvestment of dividends. 352% AJG S&P 500 86% 49 |
For Additional Information: Marsha Akin Director Investor Relations Marsha_Akin@ajg.com 630-285-3501 Questions & Answers |
51 Appendix: EBITDAC and Organic Growth Reconciliations
15COR23863C Brokerage Segment Risk Management Segment Corporate Segment Total Company Reconciliation of EBITDAC to Net Earnings 2015 2014 2015 2014 2015 2014 2015 2013 Net earnings 268.1 $ 263.8 $ 57.2 $
42.1
$
63.8
$
21.6
$
389.1
$
327.5
$
Provision (benefit) for income taxes
145.3
151.0
35.1
25.3
(276.0)
(212.3)
(95.6)
(36.0)
Interest
-
-
24.3
-
103.0
89.0
127.3
89.0
Depreciation
54.4
44.4
3.0
21.2
15.2
3.8
72.6
69.4
Amortization
237.3
186.3
(0.5)
3.2
-
-
236.8
189.5
Change in estimated acquisition earnout
payables 41.1
17.6
-
(0.1)
-
-
41.1
17.5
EBITDAC
746.2 $ 663.1 $ 119.1 $ 91.7 $ (94.0) $ (97.9) $ 771.3 $ 656.9 $ Combined Brokerage & Risk Brokerage Segment Risk Management Segment Management Segments Organic Revenues 2015 2014 2015 2014 2015 2014 Total Commissions and Fees Commissions as reported 2,338.7 $ 2,083.0 $ - $
- $
2,338.7 $ 2,083.0 $ Fees as reported 705.8 577.0 710.9 662.6 1,416.7 1,239.6 Supplemental commissions as reported 125.5 104.0 - - 125.5 104.0 Contingent commissions as reported 93.7 84.7 - - 93.7 84.7 International performance bonus fees - - 15.6 18.7 15.6 18.7 Less commissions and fees from acquisitions (411.3) - (3.9) - (415.2) - Less commissions and fees from disposed of operations
- (9.1) - - - (9.1) Less fees from client run-off - - (17.5) (25.8) (17.5) (25.8) Levelized foreign currency translation - (87.0) - (21.8) - (108.8) Total organic commissions and fees 2,852.4 $ 2,752.6 $ 705.1 $ 633.7 $ 3,557.5 $ 3,386.3 $ Total organic change in commissions and fees 3.6% 11.3% 5.1% (Unaudited - in millions except percentage data) Information Regarding Non-GAAP Measures - Year Ended December 31, 2015 and 2014
Arthur J. Gallagher & Co. |
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