Monday, June 1, 2015 Exhibit 99 2015 Annual Stockholders Meeting |
Stockholders’ Meeting June 1, 2015 • 2015 Annual Meeting • Chairman’s Remarks 2014 Review Closing Comments • Questions & Answers 2 |
2015 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 • Norman L. Rosenthal, Ph.D. 3 |
Stockholders’ Meeting June 1, 2015 • 2015 Annual Meeting 4 |
Stockholders’ Meeting June 1, 2015 • 2015 Annual Meeting • Chairman’s Remarks 2014 Review 5 |
6 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) our debt levels and plans to borrow; (ii) the state of the economy and our industry (including combined ratios for insurance companies, insurance rates, P&C pricing, exposure units and the existence of a hard or firming market); (iii) drivers and expected levels of organic growth; (iv) our pace of, and expected sources of funding for, acquisition activity (including our pace of expansion outside the United States), as well as the integration of recent acquisitions; (v) increasing productivity; (vi) the financial condition of the company; (vii) total shareholder return; (viii) efficiencies and capabilities generated by system improvements; (ix) the impact of expense reduction initiatives; and (x) the earnings impact of, and developments relating to, our clean energy investments. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: • Changes in worldwide and national economic conditions , changes in premium rates and in insurance markets generally, changes in the insurance brokerage industry’s competitive landscape, changes in the regulatory environment, our inability to identify appropriate acquisition targets at the right price, and the difficulties inherent in combining the cultures and systems of different companies could impact (i) – (ix) above; and • Risks and uncertainties related to Gallagher’s clean energy investments – including uncertainties related to political and regulatory risks, including potential actions by Congress or challenges by the IRS eliminating or reducing the availability of tax credits under IRC Section 45 retroactively and/or going forward; the ability to maintain and find co-investors; the potential for divergent business objectives by co- investors and other stakeholders; plant operational risks, including supply-chain risks; utilities’ future use of, or demand for, coal; the market price of coal; the costs of moving a clean coal plant; intellectual property litigation risks; and environmental risks – could impact (x) above. Please refer to Gallagher’s filings with the SEC, including Item 1A, “Risk Factors,” of its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for a more detailed discussion of these and other factors that could impact its forward-looking statements. |
7 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. - 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 Gallagher’s results between periods by eliminating the impact of certain items that have a high degree of variability. 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, New South Wales client run-off costs, 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. 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 $156 million, $42 million and $198 million, respectively, in 2012, $205 million, $46 million and $251 million in 2013, and $264 million, $41 million and $305 million, respectively, in 2014. - 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 Gallagher’s 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 2015 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. is defined as revenues, adjusted to exclude gains realized from sales of books of business, New Zealand earthquake claims administration fees and South Australia ramp up fees. 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. 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 2014 foreign exchange rates to the same periods in 2013. 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, $1,341 million, $1,556 million, $1,827 million, $2,144 million and $2,914 million, in 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013 and 2014, respectively. The most directly comparable GAAP measure for Adjusted Operating Expense Ratio is reported operating expense, which was $247 million and $534 million in 2008 and 2014, respectively, for the Brokerage Segment and $126 million and $173 million in 2008 and 2014, respectively, for the Risk Management Segment. – 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 www.ajg.com/IR. Earnings Measures Adjusted EBITDAC Adjusted EBITDAC margin Revenue and Expense Measures Adjusted Revenues Adjusted Operating Expense Ratio Organic Growth Reconciliations |
8 Who We Are • Founded in 1927 • Public since 1984 – 30 years ago • One of the World’s Leading Insurance Brokers ** • World’s largest P&C third-party administrator ** 3.1% $ 0.37 52-Week Range $ 49.46 Hi $ 42.97 Lo Outstanding Shares 164.6M Dividend Yield 2015 Q1 Dividend/Share at January 29, 2015 * As of 12/31/14 unless otherwise indicated. ** According to Business Insurance. *** Brokerage and Risk Management adjusted revenue as of December 31, 2014. $ 3.6B+ Acquired Revenues – 2014 $ 761.2M $ 7.7B 2014 Total Adjusted Revenues*** Market Cap 650+ Employees 20,240 Sales/Service Offices – 30 Countries NYSE AJG Key Facts* Key Shareholder Data* |
• 81% of revenue* • We sell insurance and consult on insurance programs • P&C and benefits • Retail and wholesale • Primarily middle-market commercial clients and individuals • 78% of revenue is commissions – 22% is fee-based • 19% 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 Snapshot of Core Operations *Brokerage and Risk Management adjusted revenue as of December 31, 2014. 9 Brokerage Segment Risk Management Segment |
Diverse Revenue Base Risk Management Brokerage *Brokerage and Risk Management adjusted revenue as of December 31, 2014. 10 Wholesale Retail-P/C Retail-Benefits Domestic International Property Workers Compensation Liability Domestic International 60% 17% 23% 71% 4% 23% 77% 23% 65% 35% |
Brokerage Segment – 2014 See important disclosures regarding Non-GAAP measures on Page 7. 11 (in $M) |
12 (in $M) Risk Management Segment – 2014 See important disclosures regarding Non-GAAP measures on Page 7. $604 $664 $550 $600 $625 $650 $675 2013 2014 Adjusted Revenues 10% $95 $110 $80 $90 $100 $110 $120 2013 2014 Adjusted EBITDAC 16% 9.3% 9.5% 5.0% 7.0% 9.0% 11.0% 13.0% 2013 2014 Total Organic Growth 15.6% 12.0% 14.0% 16.0% 18.0% 20.0% 2013 2014 Adjusted EBITDAC Margin $575 16.5% |
13 Brokerage & Risk Mgmt Combined – 2014 (in $M) See important disclosures regarding Non-GAAP measures on Page 7. $2,754 $3,571 $2,400 $2,800 $3,200 $3,600 2013 2014 Adjusted Revenues 30% 6.0% 5.5% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 2013 2014 Total Organic Growth $605 $843 $500 $600 $700 $800 $900 2013 2014 Adjusted EBITDAC 39% 22% 24% 20.0% 21.0% 22.0% 23.0% 24.0% 2013 2014 Adjusted EBITDAC Margin |
Adjusted Net Earnings from Clean Energy Investments (in $M) 2009 2010 2011 2012 2013 2014 Excludes non-cash after tax gains of $14.1m and $5.8m from re-consolidation accounting gains related to clean-energy investments recorded in first quarters of 2014 and 2013, respectively. 14 |
Dividends Per Share *Indicated – On January 29, 2015, Gallagher’s Board of Directors declared a $.37 per share first-quarter 2015 dividend. 1984 2015 $1.48* 15 |
2014 Was An Extraordinary Year! See important disclosures regarding Non-GAAP measures on Page 7 and Page 14. Outstanding Brokerage & Risk Management growth: • 30% adjusted revenue growth • 39% adjusted EBITDAC growth • 21% adjusted EPS growth • 163 bps margin improvement Strong clean energy contribution: • 56% increase in adjusted net earnings from 2013 • $90.5m of adjusted net earnings Record M&A growth: $761m in acquired revenues • Crombie/OAMPS • Oval • Noraxis +57 additional - avg $4m in revenue All while accomplishing: • Global M&A integration • $945m secondary offering • $700m private placement • De-risking retirement plan 16 |
Consistent Growth Strategy 17 |
Consistent Growth Strategy – Organic 18 |
Driving Organic Growth – Brokerage Organic Growth Grow our own Hire experienced teams Focus into Niches Provide Sales training Cross Selling Enhance carrier compensation Global expansion 19 mgmt tools and |
Driving Organic Growth – Risk Management Organic Growth Direct sales force Non-affiliated insurance brokers Comm’l Entities Consistently improving Cross selling Alternate Markets Carriers Product expansion Global expansion 20 products & services Expertise, Analytics, Systems |
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 Transportation 21 |
Brokerage & Risk Mgmt Organic Growth See important disclosures regarding Non-GAAP measures on Page 7. 22 |
23 Commercial P&C Pricing Shows Flattening Cycle CPI 135 Rates 98 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 |
Gallagher Sales Culture Performs Through Any Pricing Cycle 2014 CIAB is YTD as of 4Q. Gallagher’s Brokerage Segment Organic Growth including Supplemental Commissions See important disclosures regarding Non-GAAP measures on Page 7. 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% Gallagher 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% CIAB 0.1% -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 Soft Market Hard Market Flattening Market Gallagher Organic CIAB - Change in Avg. Commercial Rates 24 |
Flattening Rate Environment Is: Better for Clients Better for Carriers Better for Brokers 25 |
Rate & Economy Effect on Organic Growth Insurance Rates & Economy New Business and Improved Retentions 26 Economy Rates With 4% organic growth, less than 1% is from rate and economy combined Of the 1% effect from rates and economy, 1/3 is from rate and 2/3 is from economy |
Consistent Growth Strategy – M&A 27 |
Annualized Revenues Acquired (in $M’s) 2014 – Record Acquisition Revenue Growth 28 $- $100 $200 $300 $400 $500 $600 $700 $800 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Domestic Property & Casualty Foreign Property & Casualty Employee Benefits Risk Management |
M&A Opportunities Continue Limited Consolidators Gallagher Acquisition Units Gallagher’s Core Competency Vast Pipeline Domestic and International Markets Highly Fragmented 18,000+ agents/brokers just in the U.S. Baby boomers looking for exit strategy Need Gallagher’s Expertise Culture Proven History of Doing the Deal Ability to Integrate Gallagher Retail P&C Wholesale Benefits International MGA MGU Captive 29 |
Platforms In Place for Bolt-on M&A 30 |
International Correspondent Broker Network Client Capabilities in 140 Countries 31 |
Integration Process • Timing depends on size • Larger deals – 15 to 18 months • Smaller deals – 6 to 12 months Integration HR & Accounting Systems Combined IT Conversion Closing Team Strategy & Analysis Spread across three different operating units in four separate country platforms - Retail, Benefits, Wholesale 32 |
Productivity and Quality Initiatives 33 |
Focus Continues: Optimizing Productivity & Quality Controlling Headcount Established Offshore Centers of Excellence Utilizing Sourcing to Manage Expenses Building Productivity Tools – DMS and Workflow Standardizing Processes and Systems Optimizing Real Estate Footprint Investing in Business Intelligence Leveraging Sales Force Management Tools Continue to Improve Productivity and Quality 34 |
Benefits Continue from Offshore Centers of Excellence 35 |
Client-Facing Efforts • Processes deliver consistent client service • Technology and tools improve operating efficiencies • Staffed by dedicated service professionals that: • Generate client applications and proposals • Handle client requests • Improves turn-around time on client requests • Supports production teams • Can still customize for niche practice areas • Easy for new acquisition partners to utilize Building Client Service Operations 36 |
Behind the Scenes Efforts Offshore Centers of Excellence Update • We now have more than 2,000 associates in four locations • Utilized for processes such as: • Policy checking • Certificates of insurance • Auto ID cards • Renewal support • Accounting support • Substantially improved quality and reduced E&O costs • Easy for new acquisition partners to utilize 37 |
38 Quality Metrics Efficiency Improvements Drive Quality 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% 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 Automated data capturing for proposal and standardized templates for generation – reducing production time by 80+% Better and more timely information to clients for renewal Centralized billing to clients – previously done in 90 location now done by two teams Reduces time and errors while improving cash flows and increasing cost savings on resources Consolidated 5 regional accounting centers to 1 divisional accounting in Itasca Standardizes and automates data processes, improves report timing, reduces errors savings, and generates savings on resources |
39 Reduced Adjusted Operating Expense Ratio Brokerage Risk Management See important disclosures regarding Non-GAAP measures on Page 7. 27.0% 24.0% 23.0% 24.0% 25.0% 26.0% 27.0% 28.0% 2008 2014 20.8% 17.6% 16.0% 17.0% 18.0% 19.0% 20.0% 21.0% 22.0% 2008 2014 |
Brokerage & Risk Mgmt Adjusted EBITDAC Margin See important disclosures regarding Non-GAAP measures on Page 7. 40 |
41 AJG – 2014 Best Mid-Sized Broker Reactions Magazine AJG Intl/Palm – 2014 Private Sector Insurer of the Year General Palace AJG Intl/OIM – 2014 MGA of the Year Insurance Post AJG Benefits Team – 2014 Group Risk Adviser of the Year Corporate Adviser AJG – 2013 Ranked Top Ten Best Companies for Leaders – Chief Executive Magazine AJG – 2013 Ins Broking CEO of the Year - Reactions Magazine AJG Intl – 2013 Best Broker M&A Deal of the Year Reactions Magazine GB UK – 2013 Investor in People UK National Standard AJG U.K. Retail – 2013 Commercial Lines Broker of the Year – Insurance Times AJG Intl/GCM – 2013 Best Latin American/Caribbean Insurance Broker Global Finance |
Maintaining Culture 42 |
43 |
Recognized again in 2015 by Ethisphere as One of the World’s Most Ethical Companies 44 |
One of “America’s Best Employers” as recognized by Forbes Magazine • Selected from 1,100 U.S.-based employers with more than 2,500 domestic employees • Across 25 industry sectors, including insurance • Independent, anonymous survey of 20,000 employees who work for large companies • Focused on six categories: 1. Atmosphere at work and potential for development 2. Image 3. Working conditions 4. Salary/wage 5. Workplace 6. Diversity. 45 |
Why Invest? You Believe Our Company Has: Gallagher is well positioned for future growth 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 46 |
Why Invest? We Are Just Getting Started AJG 404% S&P 500 86% Source for data: Bloomberg. Total returns from 1/1/2000 – 12/31/2014 include reinvestment of dividends. 47 |
For Additional Information: Marsha Akin Director – Investor Relations Marsha_Akin@ajg.com Phone: 630-285-3501 |
49 Appendix: EBITDAC and Organic Growth Reconciliations Brokerage Segment Risk Management Segment Corporate Segment Total Company Reconciliation of EBITDAC to Net Earnings 2014 2013 2014 2013 2014 2013 2014 2013 Net earnings 263.8 $ 204.8 $ 41.2 $ 46.2 $ (1.6) $ 17.6 $ 303.4 $ 268.6 $ Provision (benefit) for income taxes 151.8 122.8 24.5 27.3 (212.3) (144.2) (36.0) 5.9 Interest - - - - 89.0 50.1 89.0 50.1 Depreciation 44.7 31.1 20.9 19.4 3.8 2.9 69.4 53.4 Amortization 186.7 122.7 2.8 2.5 - - 189.5 125.2 Change in estimated acquisition earnout payables 17.5 2.6 - (0.9) - - 17.5 1.7 EBITDAC 664.5 $ 484.0 $ 89.4 $ 94.5 $ (121.1) $ (73.6) $ 632.8 $ 504.9 $ (Unaudited - in millions except percentage data) Information Regarding Non-GAAP Measures - Year Ended December 31, 2014 and 2013 Arthur J. Gallagher & Co. Combined Brokerage & Risk Brokerage Segment Risk Management Segment Management Segments Organic Revenues 2014 2013 2014 2013 2014 2013 Total Commissions and Fees Commissions as reported 2,083.0 $ 1,553.1 $ - $ - $ 2,083.0 $ 1,553.1 $ Fees as reported 595.0 450.5 644.6 589.0 1,239.6 1,039.5 Supplemental commissions as reported 104.0 77.3 - - 104.0 77.3 Contingent commissions as reported 84.7 52.1 - - 84.7 52.1 International performance bonus fees - - 18.7 20.0 18.7 20.0 Less commissions and fees from acquisitions (640.3) - (4.1) - (644.4) - Less commissions and fees from disposed of operations - (8.5) - - - (8.5) Less South Australia ramp up fees - - - (1.4) - (1.4) Less New Zealand earthquake claims administration - - - (0.1) - (0.1) Levelized foreign currency translation - 9.7 - (5.3) - 4.4 Total organic commissions and fees 2,226.4 $ 2,134.2 $ 659.2 $ 602.2 $ 2,885.6 $ 2,736.4 $ Total organic change in commissions and fees 4.3% 9.5% 5.5% |