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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 February 23, 2009 Date of Re port: (Date of e arlie st e ve n t re porte d)
ARTHUR J. GALLAGHER & CO. (Exact n am e of re gistran t as spe cifie d in its ch arte r)
Delaware
1-9761
36-2151613
(State or oth e r jurisdiction of incorporation or organ iz ation)
(C om m ission File Nu m be r)
(I.R.S . Em ploye r Ide n tification Nu m be r)
Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800 (Addre ss, inclu ding z ip code an d te le ph on e n u m be r, inclu ding are a code , or re gistran t’s principal e xe cu tive office s)
Not Applicable (Form e r n am e or form e r addre ss, if ch an ge d since last re port)
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))
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Item 7.01.
Regulation FD Disclosure
The February 2009 slides and Investment Profile containing information to be presented at investor conferences are attached hereto as exhibits to this report and are incorporated herein in their entirety by this reference. These exhibits may also be accessed at Gallagher’s website (www.ajg.com). This information is being furnished pursuant to Item 7.01, “Regulation FD Disclosure.” These exhibits include certain nonGAAP financial measures. A reconciliation of those measures to the most directly related comparable GAAP measures is also available on Gallagher’s website at www.ajg.com. Item 9.01.
Financial Statements and Exhibits
99.1
February 2009 slides for Arthur J. Gallagher & Co.’s presentations at investor conferences.
99.2
Arthur J. Gallagher & Co. February 2009 Investment Profile.
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SIGNATURE 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: February 23, 2009
/s/ Richard C. Cary Richard C. Cary Controller and Chief Accounting Officer (duly authorized officer)
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Arthur J. Gallagher & Co. Current Report On Form 8-K Exhibit Index Exh ibit No.
De scription
99.1
February 2009 slides for Arthur J. Gallagher & Co.’s presentations at investor conferences.
99.2
Arthur J. Gallagher & Co. February 2009 Investment Profile. Exhibit 99.1 LOGO
Exhibit 99.1P resentation February 2009 Investment
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LOGO Safeor Except meaning actual revenue, and various Gallagher’s equity make one changes benefit elimination income resulting acquisitions, Accordingly, 2above the Harbor itresults see more pricing, pension for net earned tax governmental more in though in ofItem the effect rate the of the commission operating of Statement which to actual difficult certain pension historical on the foreign loss 1A, P plan may differ not rivate of invested lenders may or “results new necessarily and be Risk authorities results, contingent materially, for unavailability exchange regulatory Under Securities subject revenues or increase information and Gallagher Factors” under funds; may lost returns the to not to differ Gallagher’s rates and commission as business its are Private the environment increase Litigation the in be discussed to pension of highly related and on alternative Gallagher’s and materially same available obtain historically investments Securities discussions the production; asdependent extent; Reform private revolving expense aarrangements financing in competitive and result on the insurance from Annual claimed investment acceptable Gallagher’s Litigation company’s litigation; Act and in of contained the those on credit for future changes of financial premiums Report insurance environment; market IRC its on 1995. set facility operations periods; terms the Reform losses January filings revenues forth Section herein, in on T general continues position income hese charged brokerage Form could in inwith Act Gallagher’s 1, the statements its 29-related the disruptions statements vary or 2005 level 10K reduce pension future of may tax the forward-looking investments by to1995 significantly industry laws, U.S. grow and for insurers, of beand or economic Syn/Coal contained the adversely plan revenues related involve Securities in eliminate unfavorable which which, the year iscould which orsubject credit developments increase could ended from aCredits. activity statements. and if impacted herein number require and the are consummated, and net period interpretations to unfavorably amount December Exchange subject uncertainty its may earnings Gallagher’s can financial Gallagher of by cost to For have risks, constitute in exposure available to period of the aCommission, fluctuation; 31, may amay further markets impact obtaining uncertainties due insurance substantial to of 2008. ability as continue make or past, to for “to aforward-looking may commission discussion various result investigations could Gallagher tocurrent financing; lower significant industry; grow including not impact to and of limit market be interest the has or other of subject advantageous toand access on future timing certain and liquidity been draw contributions but into risks Gallagher’s statements” factors favorably rates Gallagher’s not to enhanced to its under laws of such of reduction limited capital reduce business or policy the that or to capital such as impact matters developments renewal to Gallagher. could within interest through and to Gallagher’s inception effective its facility; due practices the problems credit defined fee cause the described following: to business; rate, the dates and byat
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LOGO Certain T from accepted items P commission Charges (or were continuing claims contingent Gallagher in similar 3information retax his assessing $3.6 presentation Gallagher’s no tohandling earnings supplemental Non-GAAP such million GAAP in accounting believes commissions operations 2005 should certain matters related charges is from obligations after related consolidated includes provided the be aspects matters Financial and principles information, continuing tax), or “used innon-GAAP to and gains claims 2006 respectively. retail certain on in of and and are Measures addition our Gallagher’s in and financial (GAAP handling medical medical on contingent operations 2001 web-site information although 2005 financial an ). as to to,information in In and Consistent plan obligations originally 2004. but operating at order addition, for they commission pension measures” www.ajg.com. not changes that T 2006 to may hese asmay calculate reported with abut Gallagher performance and plan and not substitute adjustments, totaled included be is SEC matters to 2005 use changes. not considered eliminate basis earnings the regulations, $9.0 required were recognized for, and in same and for In million which this the adjusted claims the all addition, financial from “or to presentation GAAP non-GAAP periods impact Gallagher comparable be aa(or description continuing handling pension presented in$5.4 total information. condition this of presented medical million financial believes revenues presentation provide curtailment obligations terminology in operations of that financial such in after and meaningful are measures” this and may information pension for tax) gain to totaled pretax presentation. before not and statements non-recurring add and of be may within back additional plan earnings $10.0 $73.6 litigation otherwise $7.5 isnot charges changes. provided that the million million make from items, meaning are information, and apparent related identical prepared (or Charges (or continuing below contingent were $4.5 $6.0 $44.2 ofto from made and SEC million adjustments. in million litigation which million a2006 conformity operations commission GAAP. regulations to reconciliation GAAP may after after related after and Industry be tax), T tax) exclude earnings contingent with tax) his because helpful to related in retail respectively. non-GAAP of and U.S. peers 2005. certain retail to from it matters, $5.2 contingent generally investors isprovide Tderived million here of such
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LOGO Arthur Among Retail Fastest P Largest Adjusting 84% 2008 Simple 4*According redominate US; Business & J. business growing the MGA PWholesale Gallagher &C 16% WC, world’s tofocus third manager* Business Insurance International liability model: Lloyd’s party on & top – Co. 89% middle we 5& Insurance wholesaler Readers administrator* insurance property sell US; market insurance 11% Choice claims/BP (5 brokers International space yrs) Award and*adjust O claims •No underwriting risk
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LOGO Arthur J.•EBIT 5•GAAP Gallagher DA •Cash & Co.
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LOGO Extremely Headwinds Soft CIAB T Clients Reduced 6Moved urbulent P &C —reducing cash Investment 12% Insurance Economy Challenging Continue toaverage no-yield, payrolls, Yields Market - Deteriorated pricing Environment government-protected increasing decline inretentions, in 4Q2008 08 claim accounts counts decreasing
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LOGO Cost Containment Anticipate Expense Headcount Reduced Centralizing Centralized Eliminated Implemented Consolidated 7Adjustors Tsaving relocated emporary $25 reduction most corporate and several additional -initiatives: $30 shifting non-client toHelp field & million systems lower wage procurement work offices travel cost of controls tosavings states lower programs (non-production) cost in 2009 labor locations (non-client facing)
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LOGO T woimportant 2008 Brokerage (Selling Risk (Adjusting 8See Management Core Revenues Insurance) Businesses Claims) 72%disclosures -Brokerage $1.7b 28% 2008 Risk regarding 80% Management EBIT DA Non-GAAP - $291m 20% measures on P age 3
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LOGO Simple Operating (In $300 2003 9*$100 See millions) 2004 $250 important Business Cash 2005 $200Flows disclosures –2006 $150 Generates EBIT 2007regarding DA Cash 2008 Non-GAAP measures on P age 3.
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LOGO P rudent Gallagher Insurance Global (millions) T Stockholders’ Including Debt Source amounts *Global Flexibility See 10 otal important toDebt for EBIT T Balance Insurance inUnfunded otal Broker S&P 2008 remains all $532 DA* disclosures Capital equity cases. 1000 2008 Sheet Avg Broker’s 2.0 2.2 -Pension $305M $739 data: S&P (Debt/(Debt 2008 2.2regarding 2.9 Worldscope 3.5 3.6 1000 EBIT Liability available DA +Non-GAAP Equity)) adjusted line andofFirst credit 42% 44% formeasures Call restructuring 42% 48% capacity via53% 46% T onhomson P age charges 3 Reuters. & unusual P ension items data using most currently available information and may not reflect YE 2008
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LOGO Uses Return P Repurchase Mix Neither 11 ay dividends of of cash Cash segment shares to and/or shareholders needs but stock currently substantial favor capital dividends or cap-ex Buy brokers
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LOGO Dividends $0.60 $0.80 $1.00 $1.20 $1.40 $1.28* Average 1986 Year $0.00 $0.20 $0.40 *Indicated 12 2009 18% Annual P–erOn Share January Increase29, 2009, Gallagher’s Board of Directors declared a $.32 per share 1Q 09 quarterly dividend
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LOGO Dividends $0.60 $0.80 $1.00 $1.20 $1.40 $1.28* As 1986 Year $0.00 $0.20 $0.40 *Indicated 13 of 2009 2/20/09 18%P–erOn Yield Share January is 7.7% 29, 2009, Gallagher’s Board of Directors declared a $.32 per share 1Q 09 quarterly dividend
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LOGO Dividends/Repurchases Average 100% 60% 51% 70% 80% 90% 15% 50% 56% 40% 2003 30% 39% 45% 2007 See 14 important 0% 1% 30% 50% 59% excludes 2004 Dividends 1% 50% 2005 disclosures share 2006 / repurchases operating as 2007 regarding % of 2008 cash cash of flows Non-GAAP $262M flows Repurchases financed measures by/ debt. operating on P age cash 3 flows
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LOGO Use Cash 2008 2009 Annualized $100 $150 $50 $10 $23 Retail $0 2005 15 $16 $38 was expect 2006 $83 Wholesale $16 to a record 2007 Revenue Buy to$16 continue Brokers 2008 year Acquired for at acquisitions slower (in millions) pace
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LOGO Growth Over T 2$2 7.0 EBIT 2008 2006 4.5 5.0 Must Median See 16 ypical totoimportant 5220 DA fit –$10 2007 producers/staff paid by EBIT deal: into margins deals million Acquisition 2008 6.3x our DA 8.0 disclosures since sales EBIT Multiples in between revenues 1985 culture! ofDA 10 regarding 25% 5.5 to7.5 20 - 30% 6.5 Non-GAAP 6.0 measures on P age 3
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LOGO Roll-over P $25 17 ro-Forma — $30m Impact AnnualofRevenues 2008 M&A Acquired in 2009in 2008 $166 m Impact to 2009 Revenue $100 m T ypical EBIT DA margin 25%-30% Rollover impact to 2009 EBIT DA
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LOGO 2009 Liberty P 26 Approx Break Don’t Maximum New Access 18 ossible states Gallagher Expansion pay even to Mutual/Wausau 18 125 revenues predominately new full for purchase new in new business suite 2009 clients producerslocations Opportunity producers ofof but price $70m new that accretive — inwith of no Midwest products, closes to and we $164m longer $90m “don’t 140 tuck approx in & in support/mgmt 2010 captive markets ins” retain East/Southeast cash 3/1/09 into > and/or +$30m Liberty &42niche existing stock staff EBIT agents expertise DA offices
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LOGO Brokerage 2008 Retail Wholesale Canada Mostly See 19 important Revenues 80% U.S.Segment 20% and disclosures -U.K. $1.2 b - regarding 2009 EBIT Non-GAAP DA - $233measures m on P age 3
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LOGO Brokerage From $1,300 10% $1,100 $900 $917 2003 $500 $700 $753 *Excluding See 20 important CAGR 2004 $830 Continuing $1,188 $1,007 Segment 2005 retail $1,114 disclosures 2006 Operations* contingent Revenues 2007 regarding 2008 commissions Non-GAAP prior measures to 2006 on P age 3
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LOGO Brokerage $250 11% $228 2003 $100 $150 $154 $164 $177 $200 $207 *Excluding See 21 important CAGR 2004 $233Segment 2005 retail disclosures 2006 contingent EBIT 2007 DA* regarding 2008 commissions Non-GAAP prior measures to 2006 on P age 3
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LOGO Brokerage International Domestic Growth Middle 22 to upper Segment Cost commercial containment Focus market Stay in sweet spot
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LOGO Growth Hiring Organic Access Infrastructure Growing T Career 18,000 Acquisitions Many Smaller *According 23 wo-year owned new Launch retail to -number our Domestic our internship producers toown and by network, support Hales program of baby wholesale producers consolidators & program wanting: boomers expertise Co, brokerages Inc. thru: that and need niches and an agencies* exit strategy in the yet U.S. still (P&C want toand be Benefits) in the business
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LOGO Current MT WA OR ID WY P NE UT CO CA NC AZ NM SC T 24 HI AK FL A XMA MS NJ WV MN OK T MO DE LA AR ME MI NNV AL SD IL Gallagher VT RI MD KY ND GA IN OH IA WI NH KSCT NY VA U.S. Locations
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LOGO Larger Source WA MT 57 170 ID 67 37 CA NE NV UT 97 115 187 287 AZ 218 NM 63 188 105 971 AK HI 25 MS 113 197 IL NY 1,429 308 43 T 194 WY 127 307 27 KS 689 KY 103 305 290 203 437 ME 248 NCities 169 for 112 41 NC 506 388 72 316 RI 576 SC ND 43 175 57 FL T627 OR Acquisition X VA AL 16 MA CO NH OK 985 IN DE LA AR where MN IA GA MD WV OH SD 706 CT VT MO WI we 883 84 Taren’t MI argets: 298 NJ 1,656 167 located Hales PA 275 DC & Co., Inc. and D&B
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LOGO Growth Substantial Organic Hire Opportunistic Gallagher Correspondent Stages 26 experienced of- International partnership Optimus London acquisitions/minority brokers sales Network operations toteams and investment agents ininterests over 100 countries
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LOGO Gallagher Optimus Network 27
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LOGO •Risk Domestic Workers Liability International See 28 2008 important Management Revenues 27% 84%16% disclosures Property Compensation - Segment $465m 4% regarding 200869% EBIT Non-GAAP DA - $58m measures on P age 3
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LOGO Riskmillions) From (In 11% $550 $450 $444 $350 $346 $371 2003 $150 $250 See 29 important CAGR Mgmt 2004 $401 $292 Continuing Segment 2005 $465 disclosures 2006 Operations — 2007 Revenues regarding 2008 Non-GAAP measures on P age 3
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LOGO Riskimportant $100 $75 $73 $76 2003 $0 $25 $50 $49 $58 See 30 $66 Mgmt 8% 2004 $66 CAGR Segment 2005 disclosures 2006 - - 2007 EBIT regarding 2008 DA Non-GAAP measures on P age 3
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LOGO Risk Client International Domestic Growth High T 31 echnology Management quality servicestandards •Cost Segment containment - Focus
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LOGO RM All Over Mainly Standard Network Differentiation Client Quality P 32 roprietary organic Growth 86% intimacy Fortune standards focused platform non-Gallagher technology - Domestic 1000 orenables dedicated clients profitable - flexibility •T argeting service to smaller accounts
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LOGO RMAustralia, Fastest Revenues In Largely Global 33 Growth technology growing public - 3-Canada, year International entity CAGR capabilities UK but leveraging & of New 24% Standard Zealand US claims expertise process to penetrate commercial clients
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LOGO T op priority Summary Helping Continuing Expanding 34 them capabilities to–increase navigate servicingquality and troubled ouroptions clients service economy levels
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LOGO Well over Summary EBIT Roll Cost Liberty Little Strong 35 containment positioned DA EBIT history Mutual/Wausau -of$291 DA ‘08 ofin coming M&A in dividends in 2009 2008 2009 into integration but into -&$30m+ ‘09 $25 2009 repurchases --$25m $30m in 2010 -EBIT $30 Return EBIT DA to DAshareholders
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LOGO Questions & Answers 36
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LOGO Exhibit Short-cut $(See Stock Capital Interest T Brokerage (adjusted capital corporate See 37 axes millions important GAAP compensation Paid(50)(71)(47)(31)(48)(40) expenditures, Expenditures(25)(29)(23)(33)(41)(32) 1expense for for Toverhead & 2003 ocash unusual Risk unusual Understand disclosures 2004 flows onManagement expenses, corporate expense items) interest items) 2005 in Cash Statement regarding plus 2006 232 expense 9and debt Flows 16 EBIT stock 277 2007 taxes 16 Non-GAAP & of266 DA corporate on 25 Cash compensation 2008 paid corporate 19 from 273 Flows*) 18 160 304 Continuing measures overhead 187 291 debt expense 206 and on expenses(6)(6)(6)(6)(22)(35) 228 Operations Pless age 2123 202
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LOGO For ••Website: 38 Email: Additional
[email protected] www.ajg.com Information •Marsha Akin
[email protected] P hone: 630-773-3800
Exhibit 99.2
LOGO NYSE: Arthur generates *According Segment earnings plan high/low** 96 Directors 4 changes, million JAJG Gallagher from 5approximately declared Insurance INVEST $28 to End interest, continuing Business 39 of& a-fiscal MENT $0 $16 Market Co income Insurance 32 87% is99 operations year one per PTOverview ROFILE of railing taxes, December share ofitsFEBRUARY the revenues before depreciation first-quarter 12-mos world’s Arthur 6 Condensed 31the T in revenues Jlargest railing impact Gallagher 2009 theand dividend United Brokerage Financial insurance 12-mos amortization of $1 litigation & 6States, ** billion Coprice/earnings** at Statements brokers Brokerage Segment 2/13/09 with Market and expense the and contingent 2$203 Risk remaining 7cap** Acquisition the As Why 15 world’s 03 Financial of$1 Invest? xDECEMBER $244 commission Number 713% billion Strategy largest 04 Segment 8derived $237 www of Indicated third-party related employees** 431, 05 Risk ajg Management primarily 2008 $241 com matters, Management annual (unless property 06 $325 in$300 9,863 dividend* Australia, claims Services $275 otherwise 07 and *Segment On $225 $281 handling casualty Segment January $1 Bermuda, $175 indicated) 08 28* 4 Financial claims obligations, Yield** $125 29, Segment Canada 2009 Price** *administrator EBIT 7Services/Corporate GROWING Gallagher’s 3% and medical DA $17 Shares therepresents 53 United *and outstanding 52-week Gallagher VALUE Board pension Kingdom of
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LOGO and independent BROKERAGE insurance, through fees Voluntary Omissions North brokerage Niche/P •P INVEST Personal ublic service paid America Entity ractice commissions MENT directly revenues. •Benefits and offices Scholastic Pinsurance •rofessional SEGMENT retirement Groups Casualty and P by ROFI located •Australia. Tits Directors paid hese •brokers clients. LE Global Agribusiness •Liability solutions, Hospitality by REVENUES 72% throughout specialized FEBRUARY insurance T& and Risks Lines hey OF Officers Gallagher’s consultants 2008 operate principally ••of the teams PHabitational Real companies, Gallagher rofessional Coverage 2009 REVENUES United Liability primarily Estate target ® retail in for 2States more negotiates •areas middle-market •which Groups •Aviation Construction brokerage Marine Pwithin Gallagher roperty than and ofare •business in 100 •T and certain •usually Wind 14 ransportation Fire •operations Aviation countries operates places countries •commercial, •Institutional •and/or key Pbased Disability roperty nearly niche/practice & its around are industries abroad. upon Aerospace ® Brokerage organized •all industrial, 2Commercial •Services aMedical the lines percentage In in world. addition, of groups, •operations which into Healthcare •property public •Religious/Not-for-Profit Workers Auto RET approximately of Gallagher Gallagher which the entity, AIL •through and General premium •Compensation INSURANCE P account casualty religious rivate has does a180 Liability developed network paid Equity business for insurance, geographical and approximately by•BROKERAGE •not-for-profit Earthquake Energy insureds, ofCaptive Retirement athrough more depth employer-provided •profit than of Marine and Consulting a 60% •Strategic expertise Solutions Products 240 through entities. OPERAT centers of •retail Restaurant Gallagher’s •Alliance and brokerage Revenues located Higher Liability •IONS and health Dental a large wholesale 80% Education throughout •Network and •retail Entertainment and are client Life Errors OF welfare generated advisory •sales 2008 base. of & •
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LOGO products these within to (4) wholesale by profit wholesaler Gallagher’s Gallagher and Network countries. around existing sharing mergers through niche/practice centers its theand partners retail anticipates T brokerage world. the customers, and and wholesale U.S. hrough specialized mergers services located commissions in brokerage acquisitions. wholesale ® are other the Igroups and operations growing selected NVEST in specific (3) brokerage Gallagher cases focus the acquisitions. developing operations brokerage provide U.S., paid WHOLESALE Gallagher MENT on by its toassist those revenues these to wholesale Gallagher Bermuda Optimus the Gallagher P will and retail operation Gallagher niche/practice industries ROFILE retail acts managing continue come Network and based brokers brokerage INSURANCE asbroker with athrough currently FEBRUARY from Optimus managing orupon to market aand alternative and by groups competitive retail come operations common the its agents its Network ranks BROKERAGE approved general segments. insurer. brokers from: own allows 2009 in market asinternational business by the (1) advantage. the Tagent 3and Gallagher’s for increasing he Lloyd’s ® placement its Gallagher largest mechanisms, Gallagher highly-concentrated agents 3niche/practice distributing OP philosophies ERAT domestic of Gallagher operations, who its wholesale London of believes Optimus number specialized, are IONS such specialized managing not and groups anticipates brokerage that as Gallagher 20% of brokerage affiliated Network on marketing captives, broker the the and OF unique insurance general detailed partners’ 2008 middle-market in that clients, is offers with operations London. rent-a-captives, aand efforts the BROKERAGE global agency, Gallagher. understanding hard-to-place client-service coverages strengths greatest byand In developing alliance are according certain accounts, facilitates organized revenue Based for and deductible SEGMENT of and insurance cases insurance capabilities service independent new on to (2) broad the growth Business wholesale into Gallagher managing cross-selling development plans capabilities programs. client carriers. approximately REVENUES over inbroker and Insurance more premium contacts acts general the self-insurance, More new Revenues next within than as of partners. avalue-added Gallagher’s agency than magazine. brokerage developed 60 volume, brokerage several 100 their geographical 80% countries Optimus are programs, respective years and generated of products within
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LOGO Expertise Recoveries Safety largest administration Segment through 2008, significant In highly capabilities, matches financial consultants addition, almost P selective. third-party new rograms its Acquisition criteria. ®expertise (subrogation, own are Gallagher ® and/or business exclusively FEBRUARY services attracted •An •Contributing aproperty Settlement broadening profitable, acquisition in Strategy production isafor by focused desirable within salvage, entities Gallagher’s and INVEST Management Gallagher growing and tocasualty must the on and the etc.) market further that Brokerage international MENT company’s the offer •business choose aggressive, Appraisal claims isstrategic niche. diversifying highly significant •PEducation ROFILE Segment. to administrator that success Gallagher expansion self-insure growth-oriented. acquisition Services sales-oriented could benefits, its 2009 & Most asbusiness T further typically an •through raining 4and Litigation according of were RISK acquirer such complementary for culture, enhance mix. Its regional Based joint as MANAGEMENT acquires insurance Brokerage expanding is Management In toits ventures, team-based on selecting Business itsor attractiveness revenues, companies ability companies local businesses. Segment the where acquisition Insurance retail to •approach company’s Information SEGMENT compete Gallagher’s that the that growth or asGallagher wholesale fall acompany magazine. choose candidates, and merger by within talent strategy 28% Management gaining depth Risk to completed partner. begins pool, brokers 2008 the outsource Management Gallagher ofhas Gallagher access range resources. enhancing REVENUES two its Growth-oriented possessing • and relationship Managed of to primary their provides $2 Gallagher’s also integrated operation 4million its claims-handling focuses •ageographic components Care Real-time strong contract with to 220 currently independent Services greater on: $10 an middle-market acquisitions claims •equity million Claims presence a—— resources company services. ranks • Risk settlement position. organic brokers Management inas and Control from annual culture •Brokerage the focus clearly service growth and Gallagher world’s 1985 and revenues. or Services that defined •through is•
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LOGO FEBRUARY funds, laws remaining FINANCIAL 27% integrated combination upon approximately market Gallagher to company come are that the and companies, from type expired claims as disability investments Gallagher’s with their INVEST SERVICES/CORP Fortune general and 110 departments. on managing retail estimated offices not-for-profit management December MENT and 1000 in equity orthis commercial wholesale located companies, claims. volume Pownership segment. 5ROFILE ORAT 31,programs, organizations throughout 2007. Revenues of insurance Eauto the In governmental SEGMENT 2009 position Gallagher addition, services liability information 5the are broker. ® and U.S., in substantially ®has Gallagher’s related Approximately to public an Tagencies, his T be alternative the been he services, performed. segment entities. U.K., Risk claims winding inlarger interest Management Australia, the risk and investment manages 69% More form Gallagher down control middle-market 4% expense ofthan are ofits New its Gallagher’s fees, consulting Segment fund from Risk 86% financial manages Zealand and generally manager. property-related of Management corporate-related companies, Gallagher’s expects interests services (loss its andthird-party negotiated Many Canada. control) itsactivities in Segment captives, most risk of tax-advantaged claims. these Clients services administrative management in claims-management significant advance revenues since program assets Inare addition, and 2003 primarily were on growth appraisal and business are revenues aexpenses and per-claim clean-energy from tax-advantaged Gallagher expects prospects Fortune operations and services, workers come arethe or to generates reported 1000 from per-service outsourcing continue through investments, compensation-related either through investments companies, clients in revenues individually the to this abasis, divest that next of network venture segment. insurance related larger do from depending several most not orof capital to middleclaims, in use ofyears tax the
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LOGO Fluctuations generally widely economies commission (a individual market reductions in discussions, 1995 results premium refer Statements” of has Harbor the “these hard” provided to provides prior to based surveys Statement Gallagher’s factors. rates differ based market). product for of three revenues. statements and in reconciliations on scale commercial and apremiums by materially on safe market T Item quarters. 6his the in lines A afollowing filings 6percentage harbor hard insurance document 1A, Council Various contained conditions. orcharged ® market “from with business geographic Risk for of ®consolidations, of countervailing FEBRUARY those markets the forward-looking those of includes Factors,” Insurance tends herein by the Securities Various began measures insurance expected, premiums areas. to generally, may certain to favorably ofAgents factors, INVEST moderate can From Gallagher’s and contain factors, to carriers depending non-GAAP paid statements. result Exchange the and 2004 & including impact MENT most by certain such Brokers changes in in have through insureds the Annual flat on directly as commission Commission financial T afourth P forward-looking heavier-than or acompetition in hese direct ROFILE in variety reduced 2008, Report and securities comparable forward-looking quarter, and measures normally the of and 2009 revenues. on (SEC), premium potentially factors, for anticipated property supporting and Form declining 6marketshare statements as INSURANCE follow GAAP fixed including defined 10-K such rates Hard and statements material income by loss premium analysis measures, as for (a and casualty an relating under changes Item “among experience the soft” average soft impact markets, MARKET fiscal 1, by rules are levels. markets which market market). “to insurance in Barclays Business subject future of on promulgated year worldwide or as Insurance 6.4%, are the has OVERVIEW capital may well ended Ato results. available insurance Capital carriers, —– been soft certain compared be asDecember shortages, and Information developments broad-based market premiums by soft TEquity on national the he increased risks brokerage in Except Gallagher’s Pwith SEC. tends most rivate and can 31, Research, are declines Concerning economic As or for lines uncertainties to underwriting 2008, result cyclical in Securities industry. more required put the Web and for downward in indicated historical areas ranging narrowly conditions, in increases geographic asite Forward-Looking Commission by Litigation more nature of that capacity at SEC from tax www.ajg.com. that information focused detailed could pressure and in rules, legislation. changes 11.0% the areas. premium Reform and may cause revenues level Gallagher across discussion on improved vary Quarterly toin and actual Act of 13.5% PSafe rates lease rate are of
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LOGO FEBRUARY Gallagher information SEGMENT taxes Growth—revenues 19% 9.9 11% $0.10 (1) income 0.1 (0.02) continuing 16.3 declared 3,570.9 T 100,128 Annualized Workforce 51.8 from Interest 43.7 before earnings year-to-date interest, otal 114.9 0.32 427.4 10% 8.3 9.1 $41.7 9% Tcontinuing 17.8 stockholders’ $otal 0.13 the 23.4 9.5 (7.2) $$0.6 18% income (0.11) 1.15 98,652 8% 14% from per 31.3 41.7 464.9 433.0 2,556.8 & impact 61.8 operations company 11.9 from Revenues $return 3.2 restated net 10% Co. INVEST share 2.7 0.41 18% $138.8 EBIT continuing $11.7 $0.13 5.6 56.4 earnings Earnings 39.6 $95,807 taxes, 28.2 operations (4.1) |operations continuing (0.23) EBIT of Condensed 418.1 on $$16% excluding DA 6.6 111.4 $equity 3,340.9 pretax to 0.09 0.31 $EBIT 47.5 MENT 8.5 beginning $(6.0) $(4.9) 20.6 before 0.42 depreciation reflect DA 8.1 16.0 margin 232.8 16% 93,698 0.20 T $divided 7.4 operations $from OT 183.5 Diluted 1,652.7 DA retail 45.7 $0.08 0.31 margin $(1.4) before 21.3 operations $6.5 7.0 P 8% $retail (5.2) 867.9 AL Quarterly 40.8 income 0.38 discontinued $ROFILE 3,509.5 $0.46 continuing (2) 97,079 stockholders’ 294.6 43.3 19.5 $7.3 5.3 39.1 18% by contingent COMP 45.8 (10.6) 0.31 0.08 earnings $Earnings $income 12% contingent (2) $and $total 37.8 28.2 7.1 0.18 before 62.4 42.3 taxes 782.8 65.6 $0.45 16% 52.4 $18% $92,898 $Y Segment 77.5 8,690 25% (21.0) ANY amortization 7.7 290.0 3,197.2 stockholders’ 0.31 0.05 Growth—revenues $$2009 151.9 operations 59.5 taxes $8% operations. 23.8 $4.7 35.1 1.11 interest, per 1.6 16% $28.6 commission-related from $0.45 23% equity 769.3 commissions Revenues 9,047 $$85.9 Diluted 93,545 13% ® $share 27.0 1.24 0.30 60.0 $RISK 296.8 154.6 (10.7) Financial 20.4 17% Depreciation $1.7 ® continuing $20% 77.3 3,271.3 1.56 $For $income EBIT 8,960 (3) 171.6 $BROKERAGE expense. from 66.4 72.2 before 46.6 18% 715.5 94,556 MANAGEMENT $16.3 7earnings 0.32 (2.3) equity 21% (15.6) Loss a9% $$1,114.2 2007 more DA 375.0 Information-–2007 49.9 0.22 $9,102 43.1 continuing 17% Earnings 12% T15% 41.7 taxes, $$12% 274.7 on income 9% operations otal as 0.32 margin (5.5) 95,900 698.6 2008 0.2 77.6 detailed $200.1 22.3 discontinued (loss) 15% matters of $10% $18% 41.7 9,329 0.50 26% liabilities $depreciation 427.6 258.0 7.2 $the (15.6) 1st 0.8 & $taxes 49.2 0.32 from 132.4 14% 7% (2) 94,179 4% 26.9 16% 11.7 operations per $726.2 24% 6.8 beginning RISK Q 9,534 and Investment divided before 0.46 $SEGMENT 14% $9% 2nd 19% $share (47.4) continuing 12% 7.7 16.7 410.7 69.3 312.2 16% Growth 111.4 printer-friendly 15% 0.32 94.8 $2,312.5 $11% MGMT $Common operations, and 9,573 Q 22% 29.3 775.0 11% 0.23 and income 10% 13.8 49.4 NMF by from 3rd $20% (6.4) $of $P2008 9% 1.28 74.7 410.0 rovision total 314.4 21% 0.21 -6.9 amortization gains 9% the 9,863 $Q 12% 15.5 Revenues revenues .18.0 $$continuing operations Diluted 10% 6% 1.41 COMBINED (8.5) 4th 738.5 shares 7.9 taxes (Unaudited-–in 2,918.9 CONDENSED year. $7% revenues, $20% net $Diluted 18.0 47.2 (losses) 8% 163.6 0.46 Q T14% FINANCIAL 8.0 version, 1,623.3 303.2 8% (21.2) for OT Full of (4) 34.5 OT 20% 2% earnings repurchased 11% 64.0 $7.2 $-3% AL income $11% Earnings 265.9 expense EBIT HER operations 10.7 0.54 106.8 7% Year 2,801.6 $earnings 4.1 75.6 excluding 13% (17.8) 30.0 COMP 13% $1,187.8 including 13.8 Revenues 5% 11% Pretax 375.8 (3.0) INFORMAT $37.4 DA BALANCE 1st (1) millions, per 71.9 $22% taxes Amortization 0.37 P6% 12.2 SERVICES/CORP (EBIT 107.8 (53.9) retax $from Number ANY Q represents Represents per share (000s) 33.8 2.3 $2,841.3 Earnings $65.5 profit 12% 20% retail 2nd $complete 1.5 2.5 428.9 11.1 0.01 $share 1.59 (0.2) continuing profit DA) $EBIT Earnings 339.6 30.4 except from Q 2.0 14.2 247.5 11% 110.3 14% 557 contingent of margin ION 8.8 SHEET $3rd $from divided 3.2—(0.2) -$ earnings 0.6 acquisitions from 112.3 DA margin 428.2 0.18 2,642.3 7.1 pretax continuing $14.0 45.9 4229 18% 9% SEC Q per Diluted 0.09 33.3 $402.4 11.7 (loss) 4th (4) 7.1 continuing 118.6 (1) 6% operations continuing $share T ORAT 14.8 Earnings 11.9 filings, Diluted $1887 by $77.8 0.45 otal earnings Net (1) commissions. Q 7.1 8% 15.8 from 412.1 $8% (0.08) $weighted total (2.5) Full from 2,783.3 $400.3 45.5 39.2 data 16% assets operations earnings 8.0 closed 70.6 $20% 2562 E 443.5 0% 22.3 see continuing 0.44 earnings SEGMENT $Year revenues. from operations (5.8) $continuing 29.3 10.6 and 36.1 21.3 13% operations 6% from 1,645.0 $35.8 19% www.ajg.com. 0.03 9,235 $3,391.7 0.9 $7415.4 $average other BROKERAGE Pretax 2,422.2 116.2 8.9 4continuing (loss) 0.12 (8.5) 27.6 17.0 45.8 14% (2) continuing 3.9 217.5 16% $2$per (0.04) 26 80.10 10.3 (3) Earnings operations $Represents information) $7.0 7.7 Investment 52.4 104.2 21 $Earnings 15% share operations $shares 1,557.7 16% 20 profit before $1.18 Represents 0.10 Earnings $115.2 19.8 11 $3,701.7 10.2 34.1 6.3 2,532.8 3$35.1 0.38 14% Arthur operations 96% 6from Dividends (0.05) $operations (000s) 52.2 margin $8from 55 income 14.3 Earnings 0.08 $before 43.8 (loss) 9154.6 $20% 12% 118.6 374.2 $0.7 from 37 0.35 All J.$$$
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LOGO ® ® FEBRUARY $1.28** Operations* 630.773.3800 medical Gallagher’s and $1.40 Board pension $1,406 *$0.05 All INVEST ofinformation 0plan Directors 1986 3 0changes MENT 42009 0 5declared 0as $700 and 6Poriginally ROFILE 0 7claims-handling $900 a0 $0.32 8 10% $1100 Yreported 2009 per CAshare $1300 8Gobligations). WHY (excluding R quarterly $1,643 $1500 INVEST $1,175 $1700 discontinued dividend. See? important Dividends $1900 $1,045 Dividends operations, $1,288 FOR disclosures P er ADDIT Share Per $1,554 Share litigation-related (restated regarding IONAL Brokerage 8 INFORMAT for Non-GAAP stock & matters, Risk splits) Management ION: measures. retail $1.20 Marsha contingent $1.00 **Revenues J. Indicated Akin $0.80 commission-related ––$0.60 from –– Investor OnContinuing $0.40 January Relations $0.20 29, matters, $0.00 2009, |