2017 Annual Report
“I see many opportunities ahead for our business
and I am excited about our future.”
J. Patrick Gallagher, Jr.
Chairman, President and CEO
NON-GAAP FINANCIAL MEASURES
For the purpose of each Non-GAAP measure used and a reconciliation of Non-GAAP information to the most directly comparable GAAP measures, please see
“Information Regarding Non-GAAP Measures and Other” beginning on page 35 of our Annual Report on Form 10-K for the year ended December 31, 2017, included
herein, and “Non-GAAP Reconciliation” on our website at ajg.com under “Investor Relations.”
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report to Stockholders contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of
these forward-looking statements include statements regarding the insurance rate environment, organic growth opportunities, the strength of our acquisition pipeline,
our ability to generate cash, cash flows from our clean energy investments, the growth of our platform operations around the world, our growth potential, our ability
to address client needs, the responsiveness and efficiency of our operations, and our future stockholder returns. See “Information Concerning Forward-Looking
Statements” beginning on page 1, and “Risk Factors” beginning on page 12, of our Annual Report on Form 10-K for the year ended December 31, 2017, included herein,
for other examples of these forward-looking statements and a description of risks and uncertainties that could cause our actual results to be materially different than
those expressed in our forward-looking statements.
SELECTED FINANCIAL DATA AS REPORTED
In millions, except per share, percentage, workforce and number of acquisitions data
REVENUES
Brokerage
Risk Management
BROKERAGE & RISK MANAGEMENT COMBINED
Corporate
TOTAL COMPANY
Percent revenue growth
2017
2016
2015
$
3,830.5
$
3,527.9
$
3,324.0
768.6
4,599.1
1,560.5
718.1
4,246.0
1,348.8
727.1
4,051.1
1,341.3
$
6,159.6
$
5,594.8
$
5,392.4
10%
4%
17%
EBITDAC (1)
Brokerage
Risk Management
BROKERAGE & RISK MANAGEMENT COMBINED
Corporate
TOTAL COMPANY
Percent EBITDAC growth(1)
$
999.4
$
885.2
$
132.5
1,131.9
(213.0)
122.2
1,007.4
(157.8)
$
918.9
$
849.6
$
746.2
119.1
865.3
(94.0)
771.3
8%
10%
17%
NET EARNINGS (LOSS) ATTRIBUTABLE
TO CONTROLLING INTERESTS
Brokerage
Risk Management
BROKERAGE & RISK MANAGEMENT COMBINED
Corporate
TOTAL COMPANY
Percent growth in net earnings attributable to
controlling interests
Total company diluted net earnings per share
(1) See “Non-GAAP Financial Measures” on the inside front cover.
$
$
$
415.9
59.9
475.8
(12.7)
463.1
$
353.5
$
57.2
410.7
3.7
$
414.4
$
266.4
57.2
323.6
33.2
356.8
12%
16%
18%
2.54
$
2.32
$
2.06
SELECTED FINANCIAL DATA AS REPORTED (CONTINUED)
OTHER INFORMATION
Dividends declared per share
Total assets at end of year
Total controlling interests of stockholders’ equity
at end of year
Workforce at end of year (includes acquisitions)
ACQUISITION ACTIVITY
Number of acquisitions closed
Annualized revenue acquired
Domestic
International
TOTAL
2017
2016
2015
$
$
$
$
$
1.56
12,897.4
4,105.2
26,783
39
119.9
52.4
172.3
$
$
$
$
$
1.52
11,489.6
3,596.6
24,790
37
93.5
44.4
137.9
$
$
$
$
$
1.48
10,910.5
3,638.3
23,857
44
186.5
44.3
230.8
BROKERAGE SEGMENT
TOTAL REVENUES AS REPORTED
$3.8 BILLION
17%
26%
34%
RETAIL P/C
RETAIL BENEFITS
WHOLESALE
57%
DOMESTIC
INTERNATIONAL
66%
RISK MANAGEMENT SEGMENT
TOTAL REVENUES AS REPORTED
$769 MILLION
4%
17%
32%
WORKERS’ COMP
LIABILITY
PROPERTY
DOMESTIC
INTERNATIONAL
64%
83%
NICHE / PRACTICE GROUPS
Our retail brokerage operations are organized and operate within certain key
niche/practice groups, which account for approximately 73% of our 2017 retail
brokerage revenues. These specialized teams target areas of business and/or
industries in which we have developed a depth of expertise and a large client base.
Signifi cant niche/practice groups we serve are as follows:
AFFINITY
AUTOMOTIVE
AVIATION
LAW FIRMS
LIFE SCIENCES
MARINE
CONSTRUCTION
NOT-FOR-PROFIT
ENERGY
PERSONAL
ENTERTAINMENT
PRIVATE CLIENT
ENVIRONMENTAL
PUBLIC ENTITY
EQUITY ADVISORS
REAL ESTATE/HOSPITALITY
FINANCIAL INSTITUTIONS
RELIGIOUS
FOOD/AGRIBUSINESS
RESTAURANT
GLOBAL RISKS
HEALTHCARE
TECHNOLOGY
TRADE CREDIT/POLITICAL RISK
HIGHER EDUCATION
TRANSPORTATION
K12 EDUCATION
TO OUR STOCKHOLDERS
Arthur J. Gallagher & Co. had a fantastic 2017! During 2017, adjusted revenues for our
combined brokerage and risk management operations grew 9% to $4.6 billion, our
adjusted EBITDAC grew 11% and our adjusted EBITDAC margin expanded by 46 basis
points to 25.8%. In addition, our clean energy investments delivered another strong year,
generating $133 million of net after-tax earnings, up 16% over 2016 — which will help
fund our acquisition growth strategy for many years to come.
We delivered this excellent fi nancial performance by executing on each of our four key strategic objectives:
• Organic revenue growth
• Merger and acquisition growth
• Productivity improvements and quality enhancements
• Maintaining our unique Gallagher culture
BROKERAGE & RISK MANAGEMENT
ADJUSTED REVENUES (1)
BROKERAGE & RISK MANAGEMENT
ADJUSTED EBITDAC (1)
BROKERAGE & RISK MANAGEMENT
ADJUSTED EBITDAC MARGIN (1)
$4,596
2017
$4,239
2016
$4,045
2015
$1,183
2017
$1,073
2016
$993
2015
25.8%
2017
25.3%
2016
24.5%
2015
I
S
N
O
L
L
M
N
I
I
S
N
O
L
L
M
N
I
I
I
(1) See “Non-GAAP Financial Measures” on the inside front cover.
ORGANIC GROWTH
As a sales organization, we are always focused on
growing our business organically. Our sales, service
and consulting professionals posted very strong
organic growth in 2017. For the year, total organic
revenue growth was 4.5% for our combined brokerage
and risk management operations, representing
solid improvement over last year’s 3.1% total organic
revenue growth. Strong new business, better retention
and less of a headwind from declining property
and casualty insurance rates all contributed to our
improved performance.
In our brokerage operations, we posted outstanding
total organic revenue growth of 4.4%. Every one of
our global businesses grew during 2017 — a clear
indication of the broad-based strength of our
brokerage operations.
Property and casualty insurance pricing improved in
each quarter sequentially, both in the United States
and internationally. This trend of improved pricing was
evident throughout the year in the casualty market,
while the domestic property market saw upward
movement mostly in the fourth quarter of 2017 due
to the high level of catastrophe losses. In addition,
the global property and casualty insurance market
continues to grow — both from a fl at to improving
pricing environment as well as exposure-unit growth
in many lines and geographies.
Our employee benefi t consulting business had a
fantastic year, growing almost 5% organically and
generating nearly $1 billion in total revenue in 2017.
There is solid momentum in our employee benefi t
consulting business given our top-notch off erings
around human capital, the strength of the U.S. labor
market and the continued uncertainty around the U.S.
healthcare landscape.
In our property and casualty brokerage and employee
benefi t consulting businesses, we have the capabilities,
people and tools to help any client, of any size,
anywhere in the world. Our competitive position is
growing stronger every day.
Our risk management operations, primarily Gallagher
Bassett, posted 5.2% organic revenue growth.
Improved customer retention and higher new business
wins illustrate how customers that choose to self-
insure, or retain high deductibles, recognize that we
deliver superior claim outcomes. Insurance carriers
are also seeing that we handle claims better because
we can customize, categorize and then deliver deeper
expertise due to our scale advantages. To illustrate,
our risk management operation handles more claims
than most insurance carriers; in 2017 alone, we
closed more than 1 million claims and paid out over
$9 billion of losses on behalf of our clients. Our
proven methods and expertise in managing our core
workers’ compensation and general liability claims
is also helping us expand and broaden our off erings
in coverages like professional liability, medical
malpractice and disability.
The near, intermediate and long-term organic growth
prospects for our brokerage and risk management
operations are attractive. We have a modest market
share, the insurance industry is growing, and the world
is becoming more risky and complex. We have added
capabilities and insights around emerging risks like
cyber, we are better harnessing data to provide clients
with valuable insights around their total cost of risk,
and we are increasing our thought leadership on some
of the most important risk-mitigation and total-cost-
of-workforce topics. Ultimately, it is our responsibility
to anticipate and address our clients’ insurance,
risk management and consulting needs through the
development and refi nement of our product and service
off erings. We are well-positioned for future growth.
MERGERS & ACQUISITIONS
We appeal to prospective acquisition partners because
they recognize that, together, we can deliver better
value to clients. We look for partners who want our
capabilities, our market reach and our expertise. Our
partners see that it is the right thing for their clients,
their trading partners and their employees.
During 2017, we completed 39 acquisitions representing
$172 million of acquired annualized revenues. The average
size of our tuck-in acquisitions was about $4.5 million of
revenue, with a weighted average multiple paid of 8.0x
EBITDAC. We completed 28 acquisitions in the United
States: 16 in our retail property and casualty operations;
10 in our employee benefi t consulting operations; one in
our wholesale operations; and one in Gallagher Bassett.
We also completed 11 international acquisitions during
2017: four in Australia; three in the UK; two in Canada;
one in Sweden; and one in New Zealand.
Our platforms around the world are profi table and
growing — qualities that are necessary to attract the
very best acquisition partners. We are not just building
a bigger organization through acquisitions, we are
building a smarter organization by adding talented
colleagues, increasing our capabilities and learning new
ways to serve clients. We have a great pipeline
of acquisition opportunities in the United States
and abroad. I am confi dent that our acquisition
momentum will continue into 2018.
also improving our service to small business customers
by further consolidating this business into a few hubs
to build appropriate scale and infrastructure, focused
exclusively on the distinct needs of those clients.
PRODUCTIVITY AND QUALITY
Our productivity and quality initiatives have delivered
tangible results for stockholders, playing a key role
in our margin expansion over the past fi ve years.
As we further leverage our expertise and build on
past successes, we have been able to consistently
expand our margins. For example, we opened a U.S.-
based service center-of-excellence in 2017, using our
experience from fi ve existing international centers-
of-excellence as a roadmap for implementation and
optimization of middle- and back-offi ce tasks. We are
Our service quality continues to improve and we
are being recognized for those eff orts. For example,
we were named Insurance Broker of the Year at the
2017 Reactions London Market Awards. Additionally,
Gallagher Bassett received the highest ranking in
casualty claims handling in Advisen’s 2017 Claims
Satisfaction Survey — not only signifi cantly higher
than all other third-party claims administrators, but
also ahead of all insurance carriers recognized in
the survey. These are great indicators of the quality
outcomes we are providing to our clients.
ARTHUR J. GALLAGHER & CO. 2017 ANNUAL REPORT
CULTURE
I’ll close my letter to you with the most important
driver of our stockholder value — our culture. We have
a strong culture, we believe in it and we promote it.
Following this letter, you’ll fi nd the 25 tenets of The
Gallagher Way, a one-page document penned by my
uncle, Bob Gallagher, in 1984. Every year, we invest a
signifi cant amount of time recognizing, promoting and
living by its ideals. We emphasize our commitment to
supporting our local communities, delivering superior
client service, working as a team, upholding the
highest of ethical behavior and embracing diversity.
These priorities haven’t changed over time. They are
part of our DNA, forming a rock-solid foundation for
our company. They ring true with our clients, trading
partners and employees around the world. And you, as
a stockholder, reap the benefi ts of our unique culture.
Two recent examples illustrate the strength of our culture.
First, in October 2017, we hit an important milestone:
Arthur J. Gallagher & Co.’s 90th anniversary. We decided
to commemorate our 90th anniversary by giving back
to our communities. We set a companywide employee
goal of performing 90,000 hours of charitable work
before our 91st anniversary in October 2018. We are
well on our way to our goal, with more than six months
remaining! I couldn’t be more proud of our global team’s
overwhelming enthusiasm to reach this goal.
Second, in February 2018, Gallagher was recognized for
the seventh consecutive year as one of the World’s Most
Ethical Companies® by the Ethisphere Institute. We are
the only insurance broker to have been recognized with
this award. I believe this further demonstrates our client-
fi rst mentality and high level of integrity in interactions
with all of our stakeholders. We focus on doing what
is right, not just what is required, and we are deeply
honored to have again received this recognition.
DIVIDENDS DECLARED
PER SHARE
$1.56
2017
$1.52
2016
$1.48
2015
EMPLOYEES
26,783
2017
24,790
2016
23,857
2015
ARTHUR J. GALLAGHER & CO. 2017 ANNUAL REPORT
LOOKING AHEAD
I see many opportunities ahead for our business and
I am excited about our future. Our team’s collective
eff orts fueled our success in 2017 and I would like to
thank our nearly 27,000 colleagues for such a fantastic
year. We bring incredible value to our clients in every
area of insurance, risk management and consulting.
Our ongoing focus on providing responsive, professional,
and high-quality products and services to our valued
clients will continue to deliver strong stockholder value
for many years to come. We have great momentum —
and I truly believe that we are just getting started!
Sincerely,
J. Patrick Gallagher, Jr.
Chairman, President and CEO
MERGERS & ACQUISITIONS PUBLICLY ANNOUNCED IN 2017
ACE IRM Insurance Broking Group
Kelly Financial, Inc.
Adco General Corporation
Lewis & Associates Insurance Brokers, Inc.
Allied Business Network, Limited and
Lincoln Financial Management, LLC
Smart Business Savings, LLC
Armstrong/Robitaille/Riegle, Inc.
Associated Insurance Services, Inc.
Ballard Benefi t Works, Inc.
Commercial Insurance Brokers, LLC
Complete Financial Balance Pty Ltd
Construction Risk Solutions, LLC
DiBrina Group
Eagle Insurance Agency, LLC
Farallone Pacifi c Insurance Services, LLC
Franklin-Case Agency, LLC
Gatehouse Consulting Limited
GPL Assurance Inc.
Gruppo Marcucci, LLC
Hill, Chesson & Woody
Lutgert Insurance
National Transportation Adjusters, Inc.
Nicoud Insurance Services
Nordic Försäkring & Riskhantering AB
The Presidio Group, Inc.
Reynolds & Rodar Insurance Group, Inc.
SouthCap Brokerage Group, LLC
Strong Financial Resources, Inc.
Texas Insurance Managers, Inc.
Total Reward Group
Weiss Insurance Agencies, Inc.
Williams-Manny Insurance Group
Zuber Insurance Agency, Inc.
ETHICS, ENVIRONMENT AND OUR COMMUNITY
At Gallagher, we understand the importance of
giving back to our communities. We are committed
to promoting environmental, social and economic
benefi ts in the communities in which we live and work.
We believe in running our business with integrity
and strong values, and pride ourselves in a culture
that embodies both. That is why we recognize
the thousands of hours of community service our
employees around the world undertake every year.
These charitable activities are a testament to the
compassion and generosity of our workforce, and
the strength of our company culture.
The Gallagher culture empowers our employees to serve
our communities by supporting their favorite charities and
organizations. And, to assist in those eff orts, The Arthur
J. Gallagher Foundation matches qualifi ed employee
donations of up to $1,000 per employee per year.
Whether we are working to help our communities, the
environment or other social causes, Gallagher employees
are making an impact.
The following captions and photos showcase several of
the many fundraising and service initiatives undertaken
by Gallagher employees around the world during 2017.
1. Preparing Homes for Winter
9. Hurricane Relief in Dominica
CGM Gallagher donated staples to Food for the Poor that
were collected by the team as part of its Dominica Hurricane
Relief staff initiative.
10. Supporting Zoe’s Place
Gallagher’s UK Retail team beautifi ed the gardens of a local
baby hospice. The gardens are a place of refuge for parents
whose young children are receiving palliative, respite and
end-of-life care.
11. Beach Cleaning
Gallagher’s wholesale brokerage team in Los Angeles made
the shoreline sparkle during their annual beach cleanup eff ort.
12. Supporting Indigenous Families
Gallagher’s Northern Territory claims management team
in Australia helped out at the Alabut Families Indigenous
Corporation’s annual Christmas function and donated a Gentle
Bear comfort bear to every child.
13. St. Jude Golf Classic
Gallagher’s Albany, New York, offi ce raised $58,740 for
St. Jude Children’s Research Hospital through generous
sponsorships from clients, employees, local businesses and
carrier partners.
Representatives from Gallagher’s Cincinnati, Ohio, offi ce
participated in Prepare Aff air, an event that brought together
more than 300 volunteers to help winterize the homes of
low-income, elderly and disabled homeowners.
2. Supplies for Haiti
Kristin Sampson from Gallagher’s Rochester, New York, offi ce
led an area fundraiser through which the team purchased
needed supplies that were delivered to Haitian orphanages
and communities.
3. Funding Cancer Research
Representatives from four of Gallagher’s South-West UK
region offi ces undertook a two-day charity bike ride in
memory of a colleague, cycling more than 170 miles and
raising £40,000 for Cancer Research UK.
4. Providing Lifesaving Service
Christy O’Hare from Gallagher’s wholesale brokerage offi ce
in Portland, Oregon, spent a week volunteering with Light
for Life USA, a nonprofi t serving orphans and others in need
within Bangladesh’s poorest communities.
5. Beautifying NYC Island
Representatives from Gallagher’s and Travelers’ Manhattan
offi ces teamed together to clean up gardens and build fl ower
beds on Governor’s Island in New York City.
6. Researching Koala Populations in Australia
Alexandra Kennedy from Gallagher’s Toowoomba, Queensland,
offi ce participated in a long-running koala survey in the
Eastern Darling Downs conducted by the Koala Ecology
Group at the University of Queensland. The group is working
to understand the decline of certain koala populations.
7. Building Houses
A team from Gallagher’s London, Ontario, offi ce helped
construct a Habitat for Humanity house.
8. Ensuring Everyone Gets a Gift
Gallagher’s Houston team generously provided holiday gifts
to 150 children and 75 senior citizens as part of the 2017
Salvation Army Angel Tree program.
1
3
6
9
5
8
11
12
2
4
7
10
13
THE GALLAGHER WAY
Shared values at Arthur J. Gallagher & Co. are the rock foundation of the Company and our Culture. What is a
Shared Value? These are concepts that the vast majority of the movers and shakers in the Company passionately
adhere to. What are some of Arthur J. Gallagher & Co.’s Shared Values?
1
2
3
4
5
6
7
8
9
10
1 1
12
13
We are a sales and marketing company dedicated to
providing excellence in risk management services to
our clients.
We support one another. We believe in one another.
We acknowledge and respect the ability of one
another.
We push for professional excellence.
We can all improve and learn from one another.
There are no second-class citizens — everyone is
important and everyone’s job is important.
We’re an open society.
Empathy for the other person is not a weakness.
Suspicion breeds more suspicion. To trust and be
trusted is vital.
Leaders need followers. How leaders treat followers
has a direct impact on the eff ectiveness of the leader.
Interpersonal business relationships should be built.
We all need one another. We are all cogs in a wheel.
No department or person is an island.
Professional courtesy is expected.
14
15
16
17
18
19
20
2 1
22
23
24
25
Never ask someone to do something you wouldn’t
do yourself.
I consider myself support for our sales and marketing.
We can’t make things happen without each other. We
are a team.
Loyalty and respect are earned — not dictated.
Fear is a turnoff .
People skills are very important at
Arthur J. Gallagher & Co.
We’re a very competitive and aggressive company.
We run to problems — not away from them.
We adhere to the highest standards of moral and
ethical behavior.
People work harder and are more eff ective when
they’re turned on — not turned off .
We are a warm, close company. This is a strength —
not a weakness.
We must continue building a professional company —
together — as a team.
Shared values can be altered with circumstances —
but carefully and with tact and consideration for one
another’s needs.
When accepted Shared Values are changed or challenged, the emotional impact and negative feelings can
damage the Company.
Robert E. Gallagher
May 1984
The Gallagher Way — which spells out the key tenets of Gallagher’s
culture — was written as a one-page document in 1984 by our late
Chairman and CEO, Robert E. Gallagher.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2017
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-09761
ARTHUR J. GALLAGHER & CO.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
2850 Golf Road
Rolling Meadows, Illinois
(Address of principal executive offices)
36-2151613
(I.R.S. Employer Identification Number)
60008-4050
(Zip Code)
Registrant’s telephone number, including area code (630) 773-3800
--------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $1.00 per share
Name of each exchange
on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X .
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from
their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X .
The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the last reported
price at which the registrant’s common equity was sold on June 30, 2017 (the last day of the registrant’s most recently completed second
quarter) was $9,086,000.
The number of outstanding shares of the registrant’s Common Stock, $1.00 par value, as of January 31, 2018 was 181,426,000.
Documents incorporated by reference: Portions of Arthur J. Gallagher & Co.’s definitive 2018 Proxy Statement are incorporated by reference
into this Form 10-K in response to Part III to the extent described herein.
Information Concerning Forward-Looking Statements
This report contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for
the future, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to expectations or forecasts of future events. Such statements use words such as “anticipate,”
“believe,” “estimate,” “expect,” “contemplate,” “forecast,” “project,” “intend,” “plan,” “potential,” and other similar terms, and
future or conditional tense verbs like “could,” “may,” “might,” “see,” “should,” “will” and “would.” You can also identify
forward-looking statements by the fact that they do not relate strictly to historical or current facts. For example, we may use
forward-looking statements when addressing topics such as: market and industry conditions, including competitive and pricing
trends; acquisition strategy; the expected impact of acquisitions and dispositions; the development and performance of our
services and products; changes in the composition or level of our revenues or earnings; future debt levels and anticipated actions
to be taken in connection with maturing debt; future debt to earnings ratios; the outcome of contingencies; dividend policy;
pension obligations; cash flow and liquidity; capital structure and financial losses; future actions by regulators; the outcome of
existing regulatory actions, investigations, reviews or litigation; the impact of changes in accounting rules, including the new
revenue recognition accounting standard; financial markets; interest rates; foreign exchange rates; matters relating to our
operations; income taxes, including the impact of tax reform; and expectations regarding our investments, including our clean
energy investments. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results
to differ materially from either historical or anticipated results depending on a variety of factors.
Potential factors that could impact results include:
• Failure to successfully and cost-effectively integrate recently acquired businesses and their operations or fully realize
synergies from such acquisitions in the expected time frame;
• Volatility or declines in premiums or other adverse trends in the insurance industry;
• An economic downturn;
• Competitive pressures in each of our businesses;
• Risks that could negatively affect the success of our acquisition strategy, including continuing consolidation in our industry
and growing interest in acquiring insurance brokers on the part of private equity firms, which could make it more difficult
to identify targets and could make them more expensive; the risk that we may not receive timely regulatory approval of
desired transactions; execution risks; integration risks; the risk of post-acquisition deterioration leading to intangible asset
impairment charges; and the risk we could incur or assume unanticipated regulatory liabilities such as those relating to
violations of anti-corruption and sanctions laws;
• Risks arising from changes in U.S. or foreign tax laws, including our ability to effectively implement and account for the
recently enacted, and commonly referred to, U.S. Tax Cuts and Jobs Act (which we refer to as the Tax Act);
• Our failure to attract and retain experienced and qualified personnel;
• Risks arising from our substantial international operations, including the risks posed by political and economic uncertainty
in certain countries (such as the risks posed by Brexit), risks related to maintaining regulatory and legal compliance across
multiple jurisdictions (such as those relating to violations of anti-corruption, sanctions and privacy laws), and risks arising
from the complexity of managing businesses across different time zones, languages, geographies, cultures and legal
regimes;
• Risks particular to our risk management segment, including any slowing of the trend toward outsourcing claims
administration, and of the concentration of large amounts of revenue with certain clients;
• The higher level of variability inherent in contingent and supplemental revenues versus standard commission revenues,
particularly in light of the new revenue recognition accounting standard;
• Sustained increases in the cost of employee benefits;
• Our failure to apply technology effectively in driving value for our clients through technology-based solutions, or failure to
gain internal efficiencies and effective internal controls through the application of technology and related tools;
• A disaster or other significant disruption to business continuity;
• Damage to our reputation;
• Our failure to comply with regulatory requirements, including those related to governance and control requirements in
particular jurisdictions, international sanctions, or a change in regulations or enforcement policies that adversely affects our
operations (for example, relating to insurance broker compensation methods or the failure of state and local governments to
follow through on agreed-upon income tax credits or other tax related incentives, relating to our corporate headquarters);
• Violations or alleged violations of the U.S. Foreign Corrupt Practices Act (which we refer to as FCPA), the U.K. Bribery
Act 2010 or other anti-corruption laws and the Foreign Account Tax Compliance provisions of the Hiring Incentives to
Restore Employment Act, (which we refer to as FATCA);
• The outcome of any existing or future investigation, review, regulatory action or litigation;
1
• Our failure to adapt our services to changes resulting from the Patient Protection and Affordable Care Act and the Health
Care and Education Affordability Reconciliation Act and any changes to such laws brought about by the current
presidential administration;
• Unfavorable determinations related to contingencies and legal proceedings;
• Cyber attacks or other cybersecurity incidents; improper disclosure of confidential, personal or proprietary data; and
changes to laws and regulations governing cybersecurity and data privacy;
• Significant changes in foreign exchange rates;
• Changes to our financial presentation from new accounting estimates and assumptions (including as a result of the new
lease and revenue recognition standards or the Tax Act);
• Risks related to our clean energy investments, including the risk of intellectual property claims, utilities switching from coal
to natural gas, environmental and product liability claims, and environmental compliance costs;
• Disallowance of Internal Revenue Code of 1986, as amended (which we refer to as IRC) Section 29 or IRC Section 45 tax
credits for us or our partners;
• The risk that our outstanding debt adversely affects our financial flexibility and restrictions and limitations in the
agreements and instruments governing our debt;
• The risk we may not be able to receive dividends or other distributions from subsidiaries;
• The risk of share ownership dilution when we issue common stock as consideration for acquisitions and for other reasons;
and
• Volatility of the price of our common stock.
Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of, and are based on
information available to us on, the date of the applicable document. All subsequent written and oral forward-looking statements
attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. We do not undertake any obligation to update any such statements or release publicly any
revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions,
including the risk factors referred to above. Our future performance and actual results may differ materially from those expressed
in forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict.
Forward-looking statements speak only as of the date that they are made, and we undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further information
about factors that could materially affect us, including our results of operations and financial condition, is contained in the “Risk
Factors” section in Part I, Item 1A of this report.
2
Arthur J. Gallagher & Co.
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2017
Index
Page No.
Part I.
Item 1. Business ................................................................................................................................................................ 4-11
Item 1A. Risk Factors ...................................................................................................................................................... 12-25
Item 1B. Unresolved Staff Comments ................................................................................................................................... 25
Item 2. Properties ................................................................................................................................................................. 25
Item 3. Legal Proceedings ................................................................................................................................................... 25
Item 4. Mine Safety Disclosures . ........................................................................................................................................ 25
Executive Officers................................................................................................................................................................... 26
Part II.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities .......................................................................................................................... 26-27
Item 6. Selected Financial Data ........................................................................................................................................... 28
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................ 29-59
Item 7A. Quantitative and Qualitative Disclosure about Market Risk ............................................................................. 59-60
Item 8. Financial Statements and Supplementary Data ............................................................................................... 61-110
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................... 111
Item 9A. Controls and Procedures ....................................................................................................................................... 111
Item 9B. Other Information ................................................................................................................................................. 111
Part III.
Item 10. Directors, Executive Officers and Corporate Governance .................................................................................... 111
Item 11. Executive Compensation ....................................................................................................................................... 111
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............. 112
Item 13. Certain Relationships and Related Transactions, and Director Independence ...................................................... 112
Item 14. Principal Accountant Fees and Services ............................................................................................................... 112
Part IV.
Item 15. Exhibits and Financial Statement Schedules .................................................................................................. 112-115
Item 16. Form 10-K Summary ............................................................................................................................................ 115
Signatures ..................................................................................................................................................................... 116
Schedule II - Valuation and Qualifying Accounts ....................................................................................................................... 117
3
Item 1. Business.
Overview
Part I
Arthur J. Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us or Gallagher, are engaged in providing
insurance brokerage, consulting, and third party claims settlement and administration services to both domestic and international
entities. We believe that our major strength is our ability to deliver comprehensively structured insurance, insurance and risk
management solutions, superior claim outcomes and comprehensive consulting services to our clients.
Our brokerage segment operations provide brokerage and consulting services to companies and entities of all types, including
commercial, not-for-profit and public entities, and, to a lesser extent, individuals, in the areas of insurance placement, risk of loss
management, and management of employer sponsored benefit programs. Our risk management segment operations provide
contract claim settlement, claim administration, loss control services and risk management consulting for commercial, not-for-
profit, captive and public entities, and various other organizations that choose to self-insure property/casualty coverages or choose
to use a third-party claims management organization rather than the claim services provided by an underwriting enterprise.
We do not assume underwriting risk on a net basis other than with respect to de minimis amounts necessary to provide minimum
or regulatory capital amounts to organize captives, pools, specialized underwriters or risk-retention groups. Rather, capital
necessary for covering events of loss is provided by “underwriting enterprises,” which we define as insurance companies,
reinsurance companies and various other risk-taking entities, including intermediaries of underwriting enterprises, that we do not
own or control.
Since our founding in 1927, we have grown from a one-person insurance agency to the world’s fourth largest insurance
broker/risk manager based on revenues, according to Business Insurance magazine’s July 2017 edition, and one of the world’s
largest property/casualty third party claims administrators, according to Business Insurance magazine’s June 2017 edition. We
have three reportable segments: brokerage, risk management and corporate, which contributed approximately 62%, 13% and
25%, respectively, to 2017 revenues. We generate approximately 69% of our revenues from the combined brokerage and risk
management segments domestically, with the remaining 31% derived internationally, primarily in Australia, Bermuda, Canada,
the Caribbean, New Zealand and the United Kingdom (U.K.). Substantially all of the revenues of the corporate segment are
generated in the United States (U.S.).
Shares of our common stock are traded on the New York Stock Exchange under the symbol AJG, and we had a market
capitalization at December 31, 2017 of approximately $11.5 billion. Information in this report is as of December 31, 2017 unless
otherwise noted. We were reincorporated as a Delaware corporation in 1972. Our executive offices are located at 2850 Golf
Road, Rolling Meadows, Illinois 60008-4050, and our telephone number is (630) 773-3800.
4
Operating Segments
We report our results in three segments: brokerage, risk management and corporate. The major sources of our operating revenues
are commissions, fees and supplemental and contingent revenues from our brokerage operations, and fees, including
performance-based fees, from our risk management operations. The corporate segment generates revenues from our clean energy
investments. Information with respect to all sources of revenue, by segment, for each of the three years in the period ended
December 31, 2017, is as follows (in millions):
2017
2016
2015
Brokerage
Commissions
Fees
Supplemental revenues
Contingent revenues
Investment income and other
Risk Management
Fees
Investment income
Corporate
Amount
$
2,627.2
868.8
163.7
111.8
59.0
3,830.5
768.0
0.6
768.6
% of
Total
42%
14%
3%
2%
1%
62%
12%
-%
13%
Amount
$
2,439.1
775.7
147.0
107.2
58.9
3,527.9
% of
Total
43%
14%
3%
2%
1%
63%
Amount
$
2,338.7
705.8
125.5
93.7
60.3
3,324.0
% of
Total
44%
13%
2%
2%
1%
62%
717.1
1.0
718.1
13%
-%
13%
726.5
0.6
727.1
13%
-%
13%
Clean energy and other investment income
1,560.5
25%
1,348.8
24%
1,341.3
25%
Total revenues
$
6,159.6
100%
$
5,594.8
100%
$
5,392.4
100%
See Note 20 to our 2017 consolidated financial statements for additional financial information, including earnings before income
taxes and identifiable assets by segment for 2017, 2016 and 2015.
Our business, particularly our brokerage business, is subject to seasonal fluctuations. Commissions, fees, supplemental revenues
and contingent revenues, and our costs to obtain and fulfill the service obligations to our clients, can vary from quarter to quarter
as a result of the timing of contract-effective dates and the timing of receipt of information from underwriting enterprises. On the
other hand, salaries and employee benefits, rent, depreciation and amortization expenses generally tend to be more uniform
throughout the year. The timing of acquisitions, recognition of books of business gains and losses and the variability in the
recognition of tax credits generated by our clean energy investments also impact the trends in our quarterly operating results. See
Note 19 to our 2017 consolidated financial statements for unaudited quarterly operating results for 2017 and 2016.
Brokerage Segment
The brokerage segment accounted for 62% of our revenues in 2017. We operate our brokerage segment operations through a
network of more than 370 sales and service offices located throughout the U.S. and another 240 sales and service offices in
32 countries, but most of which are in Australia, Canada, the Caribbean, New Zealand and the U.K. Most of these offices are
fully staffed with sales and service personnel. We also offer client service capabilities in more than 150 countries around the
world through a network of correspondent brokers and consultants.
Our brokerage segment generates revenues by:
(i) Identifying, negotiating and placing all forms of insurance or reinsurance coverages, as well as providing risk-shifting,
risk-sharing and risk-mitigation consulting services, principally related to property/casualty, life, health, welfare and
disability insurance. We also provide these services through, or in conjunction with, other unrelated agents and brokers,
consultants and management advisors.
(ii) Acting as an agent or broker for multiple underwriting enterprises by providing services such as sales, marketing,
selecting, negotiating, underwriting, servicing and placing insurance coverage on their behalf.
(iii) Providing consulting services related to health and welfare benefits, voluntary benefits, executive benefits, compensation,
retirement planning, institutional investment and fiduciary, actuarial, compliance, private insurance exchange, human
resource technology, communications, and benefit administration.
5
(iv) Providing management and administrative services to captives, pools, risk-retention groups, healthcare exchanges, small
underwriting enterprises, such as accounting, claims and loss processing assistance, feasibility studies, actuarial studies,
data analytics and other administrative services.
The vast majority of our brokerage contracts and service understandings are for a period of one year or less.
Commissions and fees
The primary source of brokerage segment revenues are commissions from underwriting enterprises, which are based on a
percentage of premiums paid by our clients, or fees received from clients, which are based on an agreed level of service with our
clients, usually in lieu of commissions.
Commissions are fixed at the contract effective date and generally are based on a percentage of premium for insurance coverage
or employee head count for employer sponsored benefit plans. Commissions depend upon a large number of factors, including
the type of risk being placed, the particular underwriting enterprise’s demand, the expected loss experience of the particular risk
of coverage, and historical benchmarks surrounding the level of effort necessary for us to place and service the insurance contract.
Fees are rarely tied to the amount of premiums; instead, they are based on an expected level of effort to provide our services.
Whether we are paid a commission or a fee, the vast majority of our services are associated with the placement of an insurance
(or insurance-like) contract. See Revenue Recognition in Note 1 to our 2017 consolidated financial statements. See Note 2 to our
2017 consolidated financial statements for information with respect to the potential impacts that a new accounting standard,
relating to revenue recognition, could have on our future financial position and operating results.
Supplemental revenues
Certain underwriting enterprises may pay us additional revenues based on the volume of premium we place with them and for
insights into our sales pipeline, our sales capabilities or our risk selection knowledge. These amounts are in excess of the
commission and fee revenues discussed above, and not all business we place with underwriting enterprises is eligible for
supplemental revenues. See Revenue Recognition in Note 1 to our 2017 consolidated financial statements. See Note 2 to our
2017 consolidated financial statements for information with respect to the potential impacts that a new accounting standard
relating to revenue recognition could have on our future financial position and operating results.
Contingent revenues
Certain underwriting enterprises may pay us additional revenues for our sales capabilities, our risk selection knowledge, or our
administrative efficiencies. These amounts are in excess of the commission revenues discussed above, and not all business we
place with participating underwriting enterprises is eligible for contingent revenues. Unlike supplemental revenues, discussed
above, these revenues are variable, generally based on growth, the loss experience of the underlying insurance contracts, and/or
our efficiency in processing the business. See Revenue Recognition in Note 1 to our 2017 consolidated financial statements. See
Note 2 to our 2017 consolidated financial statements for information with respect to the potential impacts that a new accounting
standard relating to revenue recognition could have on our future financial position and operating results.
Sub-brokerage costs
Sub-brokerage costs are excluded from our gross revenues in our determination of our total revenues. Sub-brokerage costs
represent commissions paid to sub-brokers related to the placement of certain business by our brokerage segment operations. We
recognize this contra revenue in the same manner as the commission revenue to which it relates.
Retail Insurance Brokerage Operations
Our retail insurance brokerage operations accounted for 83% of our brokerage segment revenues in 2017. Our retail brokerage
operations place nearly all lines of commercial property/casualty and health and welfare insurance coverage. Significant lines of
insurance coverage and consultant capabilities are as follows:
Aviation
Casualty
Claims Advocacy
Commercial Auto
Compensation
Cyber Liability
Dental
Directors & Officers Liability
Disability
Earthquake
Errors & Omissions
Exchange Solutions
Executive Benefits
Fiduciary Services
Fine Arts
Fire
General Liability
Health & Welfare
Healthcare Analytics
Human Resources
Institutional Investment
Loss Control
Marine
Medical
Products Liability
Professional Liability
Property
Retirement
Surety Bond
Voluntary Benefits
Wind
Workers' Compensation
6
Our retail brokerage operations are organized and operate within certain key niche/practice groups, which account for
approximately 73% of our retail brokerage revenues. These specialized teams target areas of business and/or industries in which
we have developed a depth of expertise and a large client base. Significant niche/practice groups we serve are as follows:
Affinity
Automotive
Aviation
Construction
Energy
Entertainment
Environmental
Equity Advisors
Financial Institutions
Food/Agribusiness
Global Risks
Healthcare
Higher Education
K12 Education
Law Firms
Life Sciences
Marine
Not-for-Profit
Personal
Private Client
Public Entity
Real Estate/Hospitality
Religious
Restaurant
Technology
Trade Credit/Political Risk
Transportation
Our specialized focus on these niche/practice groups allows for highly-focused marketing efforts and facilitates the development
of value-added products and services specific to those industries. We believe that our detailed understanding and broad client
contacts within these niche/practice groups provide us with a competitive advantage.
We anticipate that our retail brokerage operations’ greatest revenue growth over the next several years will continue to come
from:
• Mergers and acquisitions;
• Our niche/practice groups and middle-market accounts;
• Cross-selling other brokerage products to existing clients; and
• Developing and managing alternative market mechanisms such as captives, rent-a-captives and deductible
plans/self-insurance.
Wholesale Insurance Brokerage Operations
Our wholesale insurance brokerage operations accounted for 17% of our brokerage segment revenues in 2017. Our wholesale
brokers assist our retail brokers and other non-affiliated brokers in the placement of specialized and hard-to-place insurance.
These brokers operate through more than 80 offices primarily located across the U.S., Bermuda and through our approved
Lloyd’s of London brokerage operation. In certain cases we act as a brokerage wholesaler and in other cases we act as a
managing general agent or managing general underwriter distributing specialized insurance coverages for underwriting
enterprises. Managing general agents and managing general underwriters are agents authorized by an underwriting enterprise to
manage all or a part of its business in a specific geographic territory. Activities they perform on behalf of the underwriting
enterprise may include marketing, underwriting (although we do not assume any underwriting risk), issuing policies, collecting
premiums, appointing and supervising other agents, paying claims and negotiating reinsurance.
More than 75% of our wholesale brokerage revenues comes from non-affiliated brokerage clients. Based on revenues, our
domestic wholesale brokerage operation ranked as one of the largest domestic managing general agents/underwriting
managers/wholesale brokers/Lloyds coverholders according to Business Insurance magazine’s September 2017 edition.
We anticipate growing our wholesale brokerage operations by increasing the number of broker-clients, developing new managing
general agency and underwriter programs, and through mergers and acquisitions.
Risk Management Segment
Our risk management segment accounted for 13% of our revenues in 2017. Approximately 64% of our risk management
segment’s revenues are from workers’ compensation-related claims, 32% are from general and commercial auto liability-related
claims and 4% are from property-related claims.
Risk management services are primarily marketed directly to Fortune 1000 companies, larger middle-market companies, not for
profit organizations and public entities on an independent basis from our brokerage operations. We manage our third party claims
adjusting operations through a network of more than 90 offices located throughout the U.S., Australia, Canada, New Zealand and
the U.K. Most of these offices are fully staffed with claims adjusters and other service personnel. Our adjusters and service
personnel act solely on behalf and under the instruction of our clients.
While this segment complements our brokerage and consulting offerings, more than 90% of our risk management segment’s
revenues come from clients not affiliated with our brokerage operations, such as underwriting enterprises and clients of other
insurance brokers. Based on revenues, our risk management operation ranked as one of the world’s largest property/casualty
third party claims administrators according to Business Insurance magazine’s June 2017 edition.
Revenues for our risk management segment are comprised of fees generally negotiated (i) on a per-claim basis, (ii) on a cost-plus
basis, or (iii) as performance-based fees. We also provide risk management consulting services that are recognized as the services
are delivered.
7
Per-claim fees
Where we operate under a contract where our fee is established on a per-claim basis, our obligation is to process claims for a term
specified within the contract, which we provide over a period of time. We recognize these fee revenues ratably as the services are
rendered, and record the income effects of subsequent fee adjustments when the adjustments become known.
Cost-plus fees
Where we provide services and generate revenues on a cost-plus basis, we recognize revenue over the contract period.
Performance-based fees
Certain clients pay us additional fee revenues for our efficiency in managing claims or on the basis of claim outcome
effectiveness. These amounts are in excess of the fee revenues discussed above. These revenues are variable, generally based on
various performance metrics of the underlying contracts. We generally operate under multi-year contracts with fiscal year
measurement periods. We do not receive these fees, if earned, until the following year after verification of the performance
metrics outlined in the contracts. Each period we base our estimates on a contract-by-contract basis.
We expect that the risk management segment’s most significant growth prospects through the next several years will come from:
Increased levels of business with Fortune 1000 companies;
• Program business and the outsourcing of portions of underwriting enterprise claims departments;
•
• Larger middle-market companies and captives; and
• Mergers and acquisitions.
Corporate Segment
The corporate segment accounted for 25% of our revenues in 2017. The corporate segment reports the financial information
related to our debt, clean energy investments, external acquisition-related expenses and other corporate costs. The revenues
reported by this segment in 2017 resulted almost solely from our consolidated clean energy investments.
Clean-Energy Investments
We own 34 commercial clean coal production facilities that produce refined coal using Chem-Mod LLC’s proprietary
technologies. These operations produce refined coal that we believe qualifies for tax credits under IRC Section 45. The law that
provides for IRC Section 45 tax credits will expire in December 2019 for 14 of our plants and in December 2021 for the other 20
plants. Chem-Mod LLC (described below) is a privately-held enterprise that has commercialized multi-pollutant reduction
technologies to reduce mercury, sulfur dioxide and other emissions at coal-fired power plants. We own 46.5% of Chem-Mod
LLC and are its controlling managing member. We also have a 12.0% noncontrolling interest in a dormant, privately-held,
enterprise, C-Quest Technology LLC, which owns technologies that reduce carbon dioxide emissions created by burning fossil
fuels. It is unclear if C-Quest will ever become commercially viable.
International Operations
Our total revenues by geographic area for each of the three years in the period ended December 31, 2017 were as follows
(in millions):
Brokerage and risk management segments
United States
United Kingdom
Australia
Canada
New Zealand
Other foreign
2017
2016
2015
Amount
$
3,176.9
717.6
270.9
155.4
150.5
127.8
% of
Total
69%
16%
6%
3%
3%
3%
Amount
$
2,944.6
712.1
245.5
138.2
125.9
79.7
% of
Total
69%
17%
6%
3%
3%
2%
Amount
$
2,713.9
766.9
256.7
136.6
122.6
54.4
% of
Total
68%
19%
6%
3%
3%
1%
Total brokerage and risk management
4,599.1
100%
4,246.0
100%
4,051.1
100%
Corporate segment, substantially all United States
1,560.5
Total revenues
$
6,159.6
1,348.8
$
5,594.8
1,341.3
$
5,392.4
8
Total revenues generated by our U.K. based operations increased in 2017 compared to 2016 due to organic revenue growth and
favorable foreign currency translation. Total revenues generated by our Australia, Canada, New Zealand and other foreign
operations increased in 2017 compared to 2016 due to organic revenue growth and acquisition related activity. See Notes 6, 17
and 20 to our 2017 consolidated financial statements for additional financial information related to our foreign operations,
including goodwill allocation, earnings before income taxes and identifiable assets, by segment, for 2017, 2016 and 2015.
International and Other Brokerage Related Operations
We operate as a retail commercial property and casualty broker throughout more than 39 locations in Australia, 35 locations in
Canada and 30 locations in New Zealand. In the U.K., we operate as a retail broker from approximately 100 locations. We also
have specialty, wholesale, underwriting and reinsurance intermediary operations in London for clients to access Lloyd’s of
London and other international underwriting enterprises, and a program operation offering customized risk management products
and services to U.K. public entities.
In Bermuda, we act principally as a wholesale broker for clients looking to access Bermuda-based underwriting enterprises and
we also provide management and administrative services for captive insurance entities.
We also have strategic brokerage alliances with a variety of independent brokers in countries where we do not have a local office
presence. Through this global network of correspondent insurance brokers and consultants, we are able to fully serve our clients’
coverage and service needs in more than 150 countries around the world.
Captive underwriting enterprises - We have ownership interests in several underwriting enterprises based in the U.S.,
Bermuda, Gibraltar, Guernsey, Isle of Man and Malta, that primarily operate segregated account “rent-a-captive” facilities. These
“rent-a-captive” facilities enable our clients to receive the benefits of participating in a captive underwriting enterprise without
incurring certain disadvantages of ownership. Captive underwriting enterprises, or “rent-a-captive” facilities, are created for
clients to insure their risks and capture any underwriting profit and investment income, which would then be available for use by
the insureds, generally to reduce future costs of their insurance programs. In general, these companies are set up as protected cell
companies that are comprised of separate cell business units (which we refer to as Captive Cells) and the core regulated company
(which we refer to as the Core Company). The Core Company is owned and operated by us and no insurance policies are
assumed by the Core Company. All insurance is assumed or written within individual Captive Cells. Only the activity of the
supporting Core Company of the rent-a-captive facility is recorded in our consolidated financial statements, including cash and
stockholder’s equity of the legal entity, and any expenses incurred to operate the rent-a-captive facility. Most Captive Cells
reinsure individual lines of insurance coverage from external underwriting enterprises. In addition, some Captive Cells offer
individual lines of insurance coverage from one of our underwriting enterprise subsidiaries. The different types of insurance
coverage include special property, general liability, products liability, medical professional liability, other liability and medical
stop loss. The policies are generally claims-made. Insurance policies are written by an underwriting enterprise and the risk is
assumed by each of the Captive Cells. In general, we structure these operations to have no underwriting risk on a net written
basis. In situations where we have assumed underwriting risk on a net written basis, we have managed that exposure by obtaining
full collateral for the underwriting risk we have assumed from our clients. We typically require pledged assets including cash
and/or investment accounts, or letters of credit to limit our risk.
We also have a wholly owned underwriting enterprise subsidiary based in the U.S. that cedes all of its insurance risk of loss to
reinsurers or captives under facultative and quota-share treaty reinsurance agreements. While we believe these ceding
reinsurance agreements displace all of our risk of loss, they do not discharge us of our primary liability to our clients. For
example, in the event that all or any of the reinsuring companies or captives are unable to meet their obligations, we would be
liable for such defaulted amounts. Therefore, we are subject to credit risk with respect to the obligations of our reinsurers or
captives. In order to minimize our exposure to losses from reinsurer credit risk and insolvencies, we believe we have managed
that exposure by obtaining full collateral for which we typically require pledged assets, including cash and/or investment accounts
or letters of credit to fully offset the risk. See Note 16 to our 2017 consolidated financial statements for additional financial
information related to the insurance activity of our wholly owned underwriting enterprise subsidiary for 2017, 2016 and 2015.
International Risk Management Operations
Our international risk management operations are principally in Australia, Canada, New Zealand and the U.K. Services are
similar to those provided in the U.S. and are provided primarily on behalf of commercial and public entity clients.
See Item 1A. “Risk Factors” for information regarding risks attendant to these foreign operations.
9
Competition
Brokerage Segment
According to Business Insurance magazine’s July 2017 edition, we were the world’s fourth largest insurance broker based on
revenues. The insurance brokerage and consulting business is highly competitive and there are many organizations and
individuals throughout the world who actively compete with us in every area of our business.
Our retail and wholesale brokerage operations compete globally with Aon plc, Marsh & McLennan Companies, Inc. and Willis
Towers Watson Public Limited Company, each of which has greater worldwide revenues than us. In addition, various other
competing firms, such as Jardine Lloyd Thomson Group plc, Brown & Brown Inc., Hub International Ltd., Lockton Companies,
Inc., USI Holdings Corporation and BB&T Insurance Services operate globally or nationally or are strong in a particular region or
locality and may have, in that region or locality, an office with revenues as large as or larger than those of our corresponding local
office. In addition, for our employee benefit consulting services, we compete with larger firms such as Aon plc, Mercer (a
subsidiary of Marsh & McLennan Companies, Inc.); Willis Towers Watson Public Limited Company; mid-market firms such as
Lockton Companies, Inc. and USI Holdings Corporation, specialized consulting firms such as Pearl Meyer, and the benefits
consulting divisions of the national public accounting firms, as well as a vast number of local and regional brokerages and
agencies. Our wholesale brokerage and binding operations compete with large wholesalers such as CRC Insurance Services, Inc.,
RT Specialty, AmWINS Group, Inc., Burns & Wilcox, Ltd. and All Risks Ltd., as well as a vast number of local and regional
wholesalers. We also compete with certain underwriting enterprises that offer insurance and risk management products and
solutions directly to clients. Government benefits relating to health, disability and retirement are also alternatives to private
insurance, and indirectly compete with us.
We believe that the primary factors determining our competitive position with other organizations in our industry are the quality
of the services we render, the personalized attention we provide, the individual and corporate expertise providing the actual
service to the client, and the overall cost to our clients.
Risk Management Segment
Our risk management operation currently ranks as one of the world’s largest property/casualty third party claims administrators
based on revenues, according to Business Insurance magazine’s June 2017 edition. While many global and regional claims
administrators operate within this space, we compete directly with Sedgwick Claims Management Services, Inc., Broadspire
Services, Inc. (a subsidiary of Crawford & Company) and ESIS (a subsidiary of Chubb Limited). Several large underwriting
enterprises, such as Travelers and Liberty Mutual, also maintain their own claims administration units, which can be strong
competitors. In addition, we compete with various smaller third party claims administrators on a regional level. We believe that
the primary factors determining our competitive position are reputation for outstanding service, cost-efficient service and ability
to deliver better claim-outcomes.
Business Combinations
We completed and integrated 459 acquisitions from January 1, 2002 through December 31, 2017, most of which were within our
brokerage segment. The majority of these acquisitions have been smaller regional or local brokerages, agencies, or employee
benefit consulting operations with a middle or small client focus and/or significant expertise in one of our niche/practice groups.
The total purchase price for individual acquisitions has typically ranged from $1.0 million to $50.0 million, although in 2014 we
completed three large international brokerage acquisitions with an aggregate purchase price consideration in excess of
$1.7 billion.
Through acquisitions, we seek to expand our talent pool, enhance our geographic presence and service capabilities, and/or
broaden and further diversify our business mix. We also focus on identifying:
• A corporate culture that matches our sales-oriented culture;
• A profitable, growing business whose ability to compete would be enhanced by gaining access to our greater
resources; and
• Clearly defined financial criteria.
See Note 3 to our 2017 consolidated financial statements for a summary of our 2017 acquisitions, the amount and form of the
consideration paid and the dates of acquisition.
Clients
Our client base is highly diversified and includes commercial, industrial, public entity, religious and not-for-profit entities. No
material part of our business depends upon a single client or on a few clients. The loss of any one client would not have a
material adverse effect on our operations. In 2017, our largest single client represented approximately 1.0% and our ten largest
clients together represented approximately 3.0% of our combined brokerage and risk management segment revenues.
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Employees
As of December 31, 2017, we had approximately 26,800 employees.
We enter into agreements with many of our brokerage salespersons and significant client-facing employees, plus all of our
executive officers, which prohibit them from disclosing confidential information and/or soliciting our clients, prospects and
employees upon their termination of employment. The confidentiality and non-solicitation provisions of such agreements
terminate in the event of a hostile change in control, as defined in the agreements. We pursue legal actions for alleged breaches
of non-compete or other restrictive covenants, theft of trade secrets, breaches of fiduciary duties, intellectual property
infringement and related causes of action.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge on our website at
www.ajg.com as soon as reasonably practicable after electronically filing or furnishing such material to the Securities and
Exchange Commission. Such reports may also be read and copied at the Securities and Exchange Commission’s Public
Reference Room at 100 F Street NE, Washington, D.C. 20549. Information regarding the operation of the Public Reference
Room may be obtained by calling the Securities and Exchange Commission at (800) SEC-0330. The Securities and Exchange
Commission also maintains a website (www.sec.gov) that includes our reports, proxy statements and other information.
Disclosure pursuant to Section 13(r) of the Exchange Act
In our Quarterly Reports on Form 10-Q for the first, second and third quarters of 2017, we disclosed certain activities required to
be reported under Section 13(r) of the Exchange Act, and such disclosures are incorporated herein by reference.
In the fourth quarter of 2017, our U.K. domiciled subsidiary, Arthur J. Gallagher (UK) Limited and our Norway domiciled
subsidiary, Bergvall Marine AS, acted as insurance brokers and advised clients in obtaining insurance coverage for activities
related to Iran’s oil, gas and petroleum industries. These subsidiaries assisted clients in obtaining insurance, reinsurance and
retrocession coverage for a variety of activities in Iran, including insurance coverage for:
• The supply and transport of oil, crude oil, heavy fuel oil and gas to and from Iran;
• The docking and loading of oil shipments in Iran;
• The operation of vessels providing support services to offshore oil platforms that supply oil to Iran; and
• Other closely related activities pertaining to the supply and transportation of oil to and from Iran.
On January 16, 2016, the U.S. lifted the nuclear-related “secondary sanctions” imposed against Iran. In connection with this
event, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) issued General License H, which authorizes
U.S.-owned or U.S.-controlled foreign entities to engage in certain transactions involving Iran that would otherwise be prohibited
by section 560.215 of the Iranian Transactions and Sanctions Regulations.
The activities described above were conducted in full compliance with General License H. Our subsidiaries generated total gross
revenue of approximately $7,289 (in actual dollars) and net profit of approximately $1,458 (in actual dollars) from these
activities.
Our subsidiaries intend to continue acting as an insurance broker in connection with insurance coverages authorized by General
License H.
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Item 1A. Risk Factors.
Risks Relating to our Business Generally
An overall economic downturn, as well as unstable economic conditions in the countries and regions in which we operate,
could adversely affect our results of operations and financial condition.
An overall decline in economic activity could adversely impact us in future years as a result of reductions in the overall amount of
consulting services and insurance coverage that our clients purchase due to reductions in their headcount, payroll, properties, and
the market values of assets, among other factors. Such reductions could also adversely impact future commission revenues when
the underwriting enterprises perform exposure audits if they lead to subsequent downward premium adjustments. We record the
commission income effects of subsequent premium adjustments when the adjustments become known and, as a result, any
downturn or improvement in our results of operations and financial condition may lag a downturn or improvement in the
economy. Some of our clients may experience liquidity problems or other financial difficulties in the event of a prolonged
deterioration in the economy, which could have an adverse effect on our results of operations and financial condition. If our
clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues and collectability
of receivables could be adversely affected. Our substantial operations outside the U.S. expose us to risk even when economic
activity is strong in the U.S. For example, our operations in the U.K., which contributed approximately 18% of our brokerage
segment and approximately 4% of our risk management segment revenues in 2017, expose us to risk in the event of an economic
downturn in the U.K. due to Brexit.
Economic conditions that result in financial difficulties for underwriting enterprises or lead to reduced risk-taking capital
capacity could adversely affect our results of operations and financial condition.
We have a significant amount of trade accounts receivable from some of the underwriting enterprises with which we place
insurance. If those companies experience liquidity problems or other financial difficulties, we could encounter delays or defaults
in payments owed to us, which could have a significant adverse impact on our consolidated financial condition and results of
operations. The failure of an underwriting enterprise with which we place business could result in errors and omissions claims
against us by our clients, and the failure of errors and omissions underwriting enterprises could make the errors and omissions
insurance we rely upon cost prohibitive or unavailable, which could adversely affect our results of operations and financial
condition. In addition, if underwriting enterprises merge or if a large underwriting enterprise fails or withdraws from offering
certain lines of coverage, overall risk-taking capital capacity could be negatively affected, which could reduce our ability to place
certain lines of coverage and, as a result, reduce our revenues and profitability.
Volatility or declines in premiums or other adverse trends in the insurance industry may seriously undermine our
profitability.
We derive much of our revenue from commissions and fees for our brokerage services. We do not determine the insurance
premiums on which our commissions are generally based. Moreover, insurance premiums are cyclical in nature and may vary
widely based on market conditions. Because of market cycles for insurance product pricing, which we cannot predict or control,
our brokerage revenues and profitability can be volatile or remain depressed for significant periods of time.
As underwriting enterprises continue to outsource the production of premium revenue to non-affiliated brokers or agents such as
us, those companies may seek to further minimize their expenses by reducing the commission rates payable to insurance agents or
brokers. The reduction of these commission rates, along with general volatility and/or declines in premiums, may significantly
affect our profitability. Because we do not determine the timing or extent of premium pricing changes, it is difficult to precisely
forecast our commission revenues, including whether they will significantly decline. As a result, we may have to adjust our
budgets for future acquisitions, capital expenditures, dividend payments, loan repayments and other expenditures to account for
unexpected changes in revenues, and any decreases in premium rates may adversely affect the results of our operations.
In addition, there have been and may continue to be various trends in the insurance industry toward alternative insurance markets
including, among other things, greater levels of self-insurance, captives, rent-a-captives, risk retention groups and non-insurance
capital markets-based solutions to traditional insurance. While historically we have been able to participate in certain of these
activities on behalf of our clients and obtain fee revenue for such services, there can be no assurance that we will realize revenues
and profitability as favorable as those realized from our traditional brokerage activities. Our ability to generate premium-based
commission revenue may also be challenged by the growing desire of some clients to compensate brokers based upon flat fees
rather than variable commission rates. This could negatively impact us because fees are generally not indexed for inflation and
do not automatically increase with premiums as commissions do.
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Contingent and supplemental revenues we receive from underwriting enterprises are less predictable than standard
commission revenues, and any decrease in the amount of these forms of revenue could adversely affect our results of
operations.
A significant portion of our revenues consists of contingent and supplemental revenues from underwriting enterprises.
Contingent revenues are paid after the insurance contract period, generally in the first or second quarter, based on the growth
and/or profitability of business we placed with an underwriting enterprise during the prior year. On the other hand, supplemental
revenues are paid up front, on an annual or quarterly basis, generally based on our historical premium volumes with the
underwriting enterprise and additional capabilities or services we bring to the engagement. If, due to the current economic
environment or for any other reason, we are unable to meet an underwriting enterprise’s particular profitability, volume or growth
thresholds, as the case may be, or such companies increase their estimate of loss reserves (over which we have no control), actual
contingent revenues or supplemental revenues could be less than anticipated, which could adversely affect our results of
operations. In the case of contingent revenues, under the new revenue recognition accounting standard, which is effective
January 1, 2018, this could lead to the reversal of revenues in future periods that were recognized in prior periods (See Note 2 to
our 2017 consolidated financial statements for more information).
We face significant competitive pressures in each of our businesses.
The insurance brokerage and employee benefit consulting businesses are highly competitive and many insurance brokerage and
employee benefit consulting organizations actively compete with us in one or more areas of our business around the world. We
compete with three firms in the global risk management and brokerage markets that have revenues significantly larger than ours.
In addition, many other smaller firms that operate nationally or that are strong in a particular country, region or locality may have,
in that country, region or locality, an office with revenues as large as or larger than those of our corresponding local office. Our
third party claims administration operation also faces significant competition from stand-alone firms as well as divisions of larger
firms.
We believe that the primary factors determining our competitive position with other organizations in our industry are the quality
of the services we render, the personalized attention we provide, the individual and corporate expertise of the brokers and
consultants providing the actual service to the client and our ability to help our clients manage their overall insurance costs.
Losing business to competitors offering similar products at a lower cost or having other competitive advantages would adversely
affect our business.
In addition, any increase in competition due to new legislative or industry developments could adversely affect us. These
developments include:
•
Increased capital-raising by underwriting enterprises, which could result in new risk-taking capital in the industry, which
in turn may lead to lower insurance premiums and commissions;
• Underwriting enterprises selling insurance directly to insureds without the involvement of a broker or other
intermediary;
• Changes in our business compensation model as a result of regulatory developments;
• Federal and state governments establishing programs to provide health insurance or, in certain cases, property insurance
in catastrophe-prone areas or other alternative market types of coverage, that compete with, or completely replace,
insurance products currently offered by underwriting enterprises; and
•
Increased competition from new market participants such as banks, accounting firms, consulting firms and Internet or
other technology firms offering risk management or insurance brokerage services, or new distribution channels for
insurance such as payroll firms.
New competition as a result of these or other competitive or industry developments could cause the demand for our products and
services to decrease, which could in turn adversely affect our results of operations and financial condition.
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If we are unable to apply technology effectively in driving value for our clients through technology-based solutions or gain
internal efficiencies and effective internal controls through the application of technology and related tools, our operating
results, client relationships, growth and compliance programs could be adversely affected.
Our future success depends, in part, on our ability to anticipate and respond effectively to the threat of digital disruption and other
technology change. The threat may come from established market participants through disintermediation as well as from new
entrants. We must also develop and implement technology solutions and technical expertise among our employees that anticipate
and keep pace with rapid and continuing changes in technology, industry standards, client preferences and internal control
standards. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis and
our ideas may not be accepted in the marketplace. Additionally, the effort to gain technological expertise and develop new
technologies in our business requires us to incur significant expenses. If we cannot offer new technologies as quickly as our
competitors, or if our competitors develop more cost-effective technologies or product offerings, we could experience a material
adverse effect on our operating results, client relationships, growth and compliance programs.
In some cases, we depend on key vendors and partners to provide technology and other support for our strategic initiatives. If
these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could
be adversely affected.
Damage to our reputation could have a material adverse effect on our business.
Our reputation is one of our key assets. We advise our clients on and provide services related to a wide range of subjects and our
ability to attract and retain clients is highly dependent upon the external perceptions of our level of service, ability to protect
client information, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or
publicity regarding these or other matters, including our association with clients or business partners who themselves have a
damaged reputation, or from actual or alleged conduct by us or our employees, could damage our reputation. Any resulting
erosion of trust and confidence among existing and potential clients, regulators, stockholders and other parties important to the
success of our business could make it difficult for us to attract new clients and maintain existing ones, which could have a
material adverse effect on our business, financial condition and results of operations.
We have historically acquired large numbers of insurance brokers, benefit consulting firms and, to a lesser extent, claim
and risk management firms. We may not be able to continue such an acquisition strategy in the future and there are risks
associated with such acquisitions, which could adversely affect our growth and results of operations.
Our acquisition program has been an important part of our historical growth, particularly in our brokerage segment, and we
believe that similar acquisition activity will be important to maintaining comparable growth in the future. Failure to successfully
identify and complete acquisitions likely would result in us achieving slower growth. Continuing consolidation in our industry
and growing interest in acquiring insurance brokers on the part of private equity firms and private equity-backed consolidators
could make it more difficult for us to identify appropriate targets and could make them more expensive. Even if we are able to
identify appropriate acquisition targets, we may not have sufficient capital to fund acquisitions, be able to execute transactions on
favorable terms or integrate targets in a manner that allows us to realize the benefits we have historically experienced from
acquisitions. When regulatory approval of acquisitions is required, our ability to complete acquisitions may be limited by an
ongoing regulatory review or other issues with the relevant regulator. Our ability to finance and integrate acquisitions may also
decrease if we complete a greater number of large acquisitions than we have historically.
Post-acquisition risks include those relating to retention of personnel, retention of clients, entry into unfamiliar markets or lines of
business, contingencies or liabilities, such as violations of sanctions laws or anti-corruption laws including the FCPA and U.K.
Bribery Act, risks relating to ensuring compliance with licensing and regulatory requirements, tax and accounting issues, the risk
that the acquisition distracts management and personnel from our existing business, and integration difficulties relating to
accounting, information technology, human resources, or organizational culture and fit, some or all of which could have an
adverse effect on our results of operations and growth. The failure of acquisition targets to achieve anticipated revenue and
earnings levels could also result in goodwill impairment charges.
We own interests in firms where we do not exercise management control (such as Casanueva Perez S.A.P. de C.V. in Mexico)
and are therefore unable to direct or manage the business to realize the anticipated benefits, including mitigation of risks, that
could be achieved through full integration.
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Our future success depends, in part, on our ability to attract and retain experienced and qualified personnel.
Our future success depends, in part, on our ability to attract and retain both new talent and experienced personnel, including our
senior management, brokers and other key personnel. In addition, we could be adversely affected if we fail to adequately plan for
the succession of members of our senior management team. The insurance brokerage industry has experienced intense
competition for the services of leading brokers, and in the past we have lost key brokers and groups of brokers, along with their
client and business relationships, to competitors. Such departures could lead to the loss of clients and intellectual property. The
loss of our chief executive officer or any of our other senior managers, brokers or other key personnel (including the key
personnel that manage our interests in our IRC Section 45 investments), or our inability to identify, recruit and retain highly
skilled personnel, could materially and adversely affect our business, operating results and financial condition.
Our substantial operations outside the U.S. expose us to risks different than those we face in the U.S.
In 2017, we generated approximately 31% of our combined brokerage and risk management revenues outside the U.S., including
in countries where the risk of political and economic uncertainty is relatively greater than that present in the U.S. and more stable
countries. The global nature of our business creates operational and economic risks. Adverse geopolitical or economic
conditions may temporarily or permanently disrupt our operations in these countries or create difficulties in staffing and
managing foreign operations. For example, we have substantial operations in India to provide certain back-office services. To
date, the dispute between India and Pakistan involving the Kashmir region, incidents of terrorism in India and general geopolitical
uncertainties have not adversely affected our operations in India. However, such factors could potentially affect our operations
there in the future. Should our access to these services be disrupted, our business, operating results and financial condition could
be adversely affected.
Operating outside the U.S. may also present other risks that are different from, or greater than, the risks we face doing comparable
business in the U.S. These include, among others, risks relating to:
• Maintaining awareness of and complying with a wide variety of labor practices and foreign laws, including those
relating to export and import duties, environmental policies and privacy issues, as well as laws and regulations
applicable to U.S. business operations abroad. These and other international regulatory risks are described below under
“Regulatory, Legal and Accounting Risks;”
• The potential costs, difficulties and risks associated with local regulations across the globe, including the risk of personal
liability for directors and officers and “piercing the corporate veil” risks under the corporate law regimes of certain
countries;
• Difficulties in staffing and managing foreign operations. For example we built our South American operations (which
contributed $28.4 million in revenue from six locations in 2017) through acquisitions of local family-owned insurance
brokerage firms, and if we lost a local leader, recruiting a local replacement for such leader, or finding an internal
candidate qualified to transfer to such location, could be difficult;
• Less flexible employee relationships, which may limit our ability to prohibit employees from competing with us after
they are no longer employed with us or recovering damages in the event they do so, and may make it more difficult and
expensive to terminate their employment;
• Political and economic instability (including risks relating to undeveloped or evolving legal systems, unstable
governments, acts of terrorism and outbreaks of war);
• Coordinating our communications and logistics across geographic distances, multiple time zones and in different
languages, including during times of crisis management;
• Adverse trade policies, and adverse changes to any of the policies of the U.S. or any of the foreign jurisdictions in which
we operate;
• Unfavorable audits and exposure to additional liabilities relating to various non-income taxes (such as payroll, sales, use,
value-added, net worth, property and goods and services taxes) in foreign jurisdictions. In addition, our future effective
tax rates could be unfavorably affected by changes in tax rates, discriminatory or confiscatory taxation, changes in the
valuation of our deferred tax assets or liabilities, changes in tax laws or their interpretation and the financial results of
our international subsidiaries. The Organization for Economic Cooperation and Development issued reports and
recommendations as part of its Base Erosion and Profit Shifting project (BEPS), and in response many countries in
which we do business are expected to adopt rules which may change various aspects of the existing framework under
which our tax obligations are determined. For example, in response to BEPS, the U.K. adopted rules in 2016 that affect
the deductibility of interest paid on intercompany debt, and other jurisdictions where we operate, including Australia and
New Zealand, may do so as well in the near future;
• Legal or political constraints on our ability to maintain or increase prices;
• Cash balances held in foreign banks and institutions where governments have not specifically enacted formal guarantee
programs;
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• Lost business or other financial harm due to governmental actions affecting the flow of goods, services and currency,
including protectionist policies that discriminate in favor of local competitors; and
• Governmental restrictions on the transfer of funds to us from our operations outside the U.S.
The foreign and international trade policies of the current U.S. presidential administration could develop in ways that exacerbate
the risks described above, or introduce new risks for our international operations. If any of these risks materialize, our results of
operations and financial condition could be adversely affected.
Significant changes in foreign exchange rates may adversely affect our results of operations.
A substantial portion of our business is located outside the U.S. Some of our foreign subsidiaries receive revenues or incur
obligations in currencies that differ from their functional currencies. We must also translate the financial results of our foreign
subsidiaries into U.S. dollars. Although we have used foreign currency hedging strategies in the past and currently have some in
place, such risks cannot be eliminated entirely, and significant changes in exchange rates may adversely affect our results of
operations. In the U.K., Brexit has and may continue to result in substantial volatility in foreign exchange markets and may lead
to a sustained weakness in the British pound’s exchange rate against the U.S. dollar. Any significant weakening of the British
pound to the U.S. dollar will have an adverse impact on our brokerage and risk management segment revenues and earnings as
reported in U.S. dollars.
We face a variety of risks in our risk management third-party claims administration operations that are distinct from
those we face in our insurance brokerage and benefit consulting operations.
Our third party claims administration operations face a variety of risks distinct from those faced by our brokerage operations,
including the risks that:
• The favorable trend among both underwriting enterprises and self-insured entities toward outsourcing various types of
claims administration and risk management services will reverse or slow, causing our revenues or revenue growth to
decline;
• Concentration of large amounts of revenue with certain clients results in greater exposure to the potential negative
effects of lost business due to changes in management at such clients or changes in state government policies, in the case
of our government-entity clients, or for other reasons;
• Contracting terms will become less favorable or that the margins on our services will decrease due to increased
competition, regulatory constraints or other developments;
• We will not be able to satisfy regulatory requirements related to third party administrators or that regulatory
developments (including those relating to security and data privacy outside the U.S.) will impose additional burdens,
costs or business restrictions that make our business less profitable;
• Economic weakness or a slow-down in economic activity could lead to a reduction in the number of claims we process;
•
If we do not control our labor and technology costs, we may be unable to remain competitive in the marketplace and
profitably fulfill our existing contracts (other than those that provide cost-plus or other margin protection);
• We may be unable to develop further efficiencies in our claims-handling business and may be unable to obtain or retain
certain clients if we fail to make adequate improvements in technology or operations; and
• Underwriting enterprises or certain large self-insured entities may create in-house servicing capabilities that compete
with our third party administration and other administration, servicing and risk management products.
If any of these risks materialize, our results of operations and financial condition could be adversely affected.
Sustained increases in the cost of employee benefits could reduce our profitability.
The cost of current employees’ medical and other benefits, as well as pension retirement benefits and postretirement medical
benefits under our legacy defined benefit plans, substantially affects our profitability. In the past, we have occasionally
experienced significant increases in these costs as a result of macro-economic factors beyond our control, including increases in
health care costs, declines in investment returns on pension assets and changes in discount rates and actuarial assumptions used to
calculate pension and related liabilities. A significant decrease in the value of our defined benefit pension plan assets, changes to
actuarial assumptions used to determine pension plan liabilities, or decreases in the interest rates used to discount the pension
plans’ liabilities could cause an increase in pension plan costs in future years. Although we have actively sought to control
increases in these costs, we can make no assurance that we will succeed in limiting future cost increases, and continued upward
pressure in these costs could reduce our profitability.
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Business disruptions could have a material adverse effect on our operations, damage our reputation and impact client
relationships.
Our ability to conduct business may be adversely affected by a disruption in the infrastructure that supports our business. Such a
disruption could be caused by human error, capacity constraints, hardware failure or defect, natural disasters, fire, power loss,
telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, or war. Our
disaster recovery procedures may not be effective and insurance may not continue to be available at reasonable prices and may
not address all such losses or compensate us for the possible loss of clients or increase in claims and lawsuits directed against us.
For example, our third party claims administration operation is highly dependent on the continued and efficient functioning of
RISX-FACS®, our proprietary risk management information system, to provide clients with insurance claim settlement and
administration services. A disruption affecting RISX-FACS® or any other infrastructure supporting our business could have a
material adverse effect on our operations, cause reputational harm and damage our client relationships.
Regulatory, Legal and Accounting Risks
A cybersecurity attack could adversely affect our business, financial condition and reputation.
We rely on information technology and third party vendors to support our business activities. Cybersecurity breaches of any of
the systems we rely on may result from circumvention of security systems, denial-of-service attacks or other cyber-attacks,
hacking, “phishing” attacks, computer viruses, ransomware, malware, employee or insider error, malfeasance, social engineering,
physical breaches or other actions. We have from time to time experienced cybersecurity breaches, such as computer viruses,
unauthorized parties gaining access to our information technology systems and similar incidents, which to date have not had a
material impact on our business. In the future, any material breaches of cybersecurity, or media reports of the same, even if
untrue, could cause us to experience reputational harm, loss of clients and revenue, loss of proprietary data, regulatory actions and
scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard clients’ information or financial losses.
Such losses may not be insured against or not fully covered through insurance we maintain.
We have invested and continue to invest in technology security initiatives, policies and resources and employee training. The
cost and operational consequences of implementing, maintaining and enhancing further system protections measures could
increase significantly as cybersecurity threats increase. As these threats evolve, cybersecurity incidents will be more difficult to
detect, defend against and remediate. Any of the foregoing may have a material adverse effect on our business, financial
condition and reputation.
Improper disclosure of confidential, personal or proprietary information could result in regulatory scrutiny, legal liability
or reputational harm, and could have an adverse effect on our business or operations.
We maintain confidential, personal and proprietary information relating to our company, our employees and our clients. This
information includes personally identifiable information, protected health information, financial information and intellectual
property. If our information systems or infrastructure or those of our third party vendors experience a significant disruption or
breach, such information could be compromised. A party that obtains this information may use it to steal funds, for ransom, to
facilitate a fraud, or for other illicit purposes. Such a disruption or breach could also result in unauthorized access to our
proprietary information, intellectual property and business secrets.
We maintain policies, procedures and technical safeguards designed to protect the security and privacy of confidential, personal
and proprietary information. Nonetheless, we cannot eliminate the risk of human error or malfeasance. It is possible that our
security controls and employee training may not be effective. This could harm our reputation, create legal exposure, or subject us
to legal liability.
Significant costs are involved with maintaining system safeguards for our technology infrastructure. If we are unable to
effectively maintain and upgrade our system safeguards, including in connection with the integration of acquisitions, we may
incur unexpected costs and certain of our systems may become more vulnerable to unauthorized access.
With respect to our commercial arrangements with third party vendors, we have processes designed to require third party IT
outsourcing, offsite storage and other vendors to agree to maintain certain standards with respect to the storage, protection and
transfer of confidential, personal and proprietary information. However, we remain at risk of a data breach due to the intentional
or unintentional non-compliance by a vendor’s employee or agent, the breakdown of a vendor’s data protection processes, or a
cyber attack on a vendor’s information systems.
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Changes in data privacy and protection laws and regulations, particularly in Europe, or any failure to comply with such
laws and regulations, could adversely affect our business and financial results.
We are subject to a variety of continuously evolving and developing laws and regulations globally regarding privacy, data
protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of
personal data. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently from
country to country and may create inconsistent or conflicting requirements. These laws apply to transfers of information among
our affiliates, as well as to transactions we enter into with third party vendors. For example, the European Union adopted a
comprehensive General Data Privacy Regulation (GDPR) in May 2016 that will replace the current EU Data Protection Directive
and related country-specific legislation. The GDPR will become fully effective in May 2018, and requires companies to satisfy
new requirements regarding the handling of personal and sensitive data, including its use, protection and the ability of persons
whose data is stored to correct or delete such data about themselves. Failure to comply with GDPR requirements could result in
penalties of up to 4% of worldwide revenue. Complying with the enhanced obligations imposed by the GDPR may result in
significant costs to our business and require us to revise certain of our business practices. In addition, legislators and regulators in
the U.S. are proposing new and more robust cybersecurity rules in light of the recent broad-based cyberattacks at a number of
companies.
These and similar initiatives around the world could increase the cost of developing, implementing or securing our servers and
require us to allocate more resources to improved technologies, adding to our IT and compliance costs. In addition, enforcement
actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase.
The enactment of more restrictive laws, rules, regulations, or future enforcement actions or investigations could impact us
through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant
legal liability.
We are subject to regulation worldwide. If we fail to comply with regulatory requirements or if regulations change in a
way that adversely affects our operations, we may not be able to conduct our business, or we may be less profitable.
Many of our activities throughout the world are subject to regulatory supervision and regulations promulgated by bodies such as
the Securities and Exchange Commission (SEC), the Department of Justice (DOJ), the Internal Revenue Service (IRS) and the
Office of Foreign Assets Control (OFAC) in the U.S., the Financial Conduct Authority (FCA) in the U.K., the Australian
Securities and Investments Commission in Australia and insurance regulators in nearly every jurisdiction in which we operate.
Our activities are also subject to a variety of other laws, rules and regulations addressing licensing, data privacy, wage-and-hour
standards, employment and labor relations, anti-competition, anti-corruption, currency, reserves and the amount of local
investment with respect to our operations in certain countries. This regulatory supervision could reduce our profitability or
growth by increasing the costs of compliance, restricting the products or services we sell, the markets we enter, the methods by
which we sell our products and services, or the prices we can charge for our services and the form of compensation we can accept
from our clients, underwriting enterprises and third parties. As our operations grow around the world, it is increasingly difficult
to monitor and enforce regulatory compliance across the organization. A compliance failure by even one of our smallest branches
could lead to litigation and/or disciplinary actions that may include compensating clients for loss, the imposition of penalties and
the revocation of our authorization to operate. In all such cases, we would also likely incur significant internal investigation costs
and legal fees.
The global nature of our operations increases the complexity and cost of compliance with laws and regulations, including
increased staffing needs, the development of new policies, procedures and internal controls and providing training to employees
in multiple locations, adding to our cost of doing business. Many of these laws and regulations may have differing or conflicting
legal standards across jurisdictions, increasing further the complexity and cost of compliance. In emerging markets and other
jurisdictions with less developed legal systems, local laws and regulations may not be established with sufficiently clear and
reliable guidance to provide us with adequate assurance that we are aware of all necessary licenses to operate our business, that
we are operating our business in a compliant manner, or that our rights are otherwise protected. In addition, in light of recent
events associated with Brexit, we will likely face new regulatory costs and challenges. For example, our U.K. operations could
lose their European Union financial services passport which provides them the license to operate across borders within the single
European Union market without obtaining local regulatory approval.
Changes in legislation or regulations and actions by regulators, including changes in administration and enforcement policies,
could from time to time require operational changes that could result in lost revenues or higher costs or hinder our ability to
operate our business.
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For example, the method by which insurance brokers are compensated has received substantial scrutiny in the past because of the
potential for conflicts of interest. The potential for conflicts of interest arises when a broker is compensated by two parties in
connection with the same or similar transactions. The vast majority of the compensation we receive for our work as insurance
brokers is in the form of retail commissions and fees. We receive additional revenue from underwriting enterprises, separate from
retail commissions and fees, including, among other things, contingent and supplemental revenues and payments for consulting
and analytics services we provide them. Future changes in the regulatory environment may impact our ability to collect these
amounts. Adverse regulatory, legal or other developments regarding these revenues could have a material adverse effect on our
business, results of operations or financial condition, expose us to negative publicity and reputational damage and harm our
relationships with clients, underwriting enterprises or other business partners.
We could be adversely affected by violations or alleged violations of laws that impose requirements for the conduct of our
overseas operations, including the FCPA, the U.K. Bribery Act or other anti-corruption laws, sanctioned parties
restrictions, and FATCA.
In foreign countries where we operate, a risk exists that our employees, third party partners or agents could engage in business
practices prohibited by applicable laws and regulations, such as the FCPA and the U.K. Bribery Act. Such anti-corruption laws
generally prohibit companies from making improper payments to foreign officials and require companies to keep accurate books
and records and maintain appropriate internal controls. Our policies mandate strict compliance with such laws and we devote
substantial resources to programs to ensure compliance. However, we operate in some parts of the world that have experienced
governmental corruption, and, in certain circumstances, local customs and practice might not be consistent with the requirements
of anti-corruption laws. In addition, in recent years, two of the five publicly traded insurance brokerage firms were investigated
in the U.S. and the U.K. for improper payments to foreign officials. These firms undertook internal investigations and paid
significant settlements.
We remain subject to the risk that our employees, third party partners or agents will engage in business practices that are
prohibited by our policies and violate such laws and regulations. Violations by us or a third party acting on our behalf could
result in significant internal investigation costs and legal fees, civil and criminal penalties, including prohibitions on the conduct
of our business, and reputational harm.
We may also be subject to legal liability and reputational damage if we violate U.S. trade sanctions administered by OFAC, the
European Union and the United Nations, and trade sanction laws such as the Iran Threat Reduction and Syria Human Rights Act
of 2012.
In addition, FATCA requires certain of our subsidiaries, affiliates and other entities to obtain valid FATCA documentation from
payees prior to remitting certain payments to such payees. In the event we do not obtain valid FATCA documents, we may be
obliged to withhold a portion of such payments. This obligation is shared with our clients who may fail to comply, in whole or in
part. In such circumstances, we may incur FATCA compliance costs including withholding taxes, interest and penalties. In
addition, regulatory initiatives and changes in the regulations and guidance promulgated under FATCA may increase our costs of
operations, and could adversely affect the market for our services as intermediaries, which could adversely affect our results of
operations and financial condition.
Our business could be negatively impacted if we are unable to adapt our services to changes resulting from the 2010
Health Care Reform Legislation.
The 2010 Health Care Reform Legislation, among other things, increases the level of regulatory complexity for companies that
offer health and welfare benefits to their employees, and continues to be amended through regulations issued by various
government agencies. Initiatives by the current presidential administration to change certain aspects of this legislation, including
repeal of the individual mandate and further delay of the “Cadillac Tax,” may increase such complexity. Many clients of our
brokerage segment purchase health and welfare products for their employees and, therefore, are impacted by the 2010 Health
Care Reform Legislation. We have made significant investments in product and knowledge development to assist clients as they
navigate the complex requirements of this legislation. Depending on future changes to health legislation, these investments may
not yield returns. In addition, if we are unable to adapt our services to changes resulting from this law and any subsequent
regulations, our ability to grow our business or to provide effective services, particularly in our employee benefits consulting
business, will be negatively impacted. In addition, if our clients reduce the role or extent of employer sponsored health care in
response to this or any other law, our results of operations could be adversely impacted.
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We are subject to a number of contingencies and legal proceedings which, if determined unfavorably to us, would
adversely affect our financial results.
We are subject to numerous claims, tax assessments, lawsuits and proceedings that arise in the ordinary course of business. Such
claims, lawsuits and other proceedings could, for example, include claims for damages based on allegations that our employees or
sub-agents improperly failed to procure coverage, report claims on behalf of clients, provide underwriting enterprises with
complete and accurate information relating to the risks being insured, or provide clients with appropriate consulting, advisory and
claims handling services. There is the risk that our employees or sub-agents may fail to appropriately apply funds that we hold
for our clients on a fiduciary basis. Certain of our benefits and retirement consultants provide investment advice or decision-
making services to clients. If these clients experience investment losses, our reputation could be damaged and our financial
results could be negatively affected as a result of claims asserted against us and lost business. We have established provisions
against these matters that we believe are adequate in light of current information and legal advice, and we adjust such provisions
from time to time based on current material developments. The damages claimed in such matters are or may be substantial,
including, in many instances, claims for punitive, treble or other extraordinary damages. It is possible that, if the outcomes of
these contingencies and legal proceedings were not favorable to us, it could materially adversely affect our future financial
results. In addition, our results of operations, financial condition or liquidity may be adversely affected if, in the future, our
insurance coverage proves to be inadequate or unavailable or we experience an increase in liabilities for which we self-insure.
We have purchased errors and omissions insurance and other insurance to provide protection against losses that arise in such
matters. Accruals for these items, net of insurance receivables, when applicable, have been provided to the extent that losses are
deemed probable and are reasonably estimable. These accruals and receivables are adjusted from time to time as current
developments warrant.
As more fully described in Note 15 to our 2017 consolidated financial statements, we are a defendant in various legal actions
incidental to our business, including but not limited to matters related to employment practices, alleged breaches of non-compete
or other restrictive covenants, theft of trade secrets, breaches of fiduciary duties, intellectual property infringement and related
causes of action. We are also periodically the subject of inquiries and investigations by regulatory and taxing authorities into
various matters related to our business. For example, our micro-captive advisory services are currently the subject of an
investigation by the IRS. In addition, we were named in a lawsuit asserting that we, our subsidiary, Gallagher Clean Energy,
LLC, and Chem-Mod LLC are liable for infringement of a patent held by Nalco Company. An adverse outcome in connection
with one or more of these matters could have a material adverse effect on our business, results of operations or financial condition
in any given quarterly or annual period, or on an ongoing basis. In addition, regardless of any eventual monetary costs, any such
matter could expose us to negative publicity, reputational damage, harm to our client or employee relationships, or diversion of
personnel and management resources, which could adversely affect our ability to recruit quality brokers and other significant
employees to our business, and otherwise adversely affect our results of operations.
The recently passed Tax Cuts and Jobs Act may have an adverse effect on us, and such effect may be material.
On December 22, 2017, the U.S. enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act, which significantly
revises the U.S. tax code by, among other things, lowering the corporate income tax rate from 35.0% to 21.0%; limiting the
deductibility of interest expense; implementing a territorial tax system and imposing a repatriation tax on deemed repatriated
earnings of foreign subsidiaries. Many aspects of the Tax Act are unclear and may not be clarified for some time. As a result, we
have not yet been able to determine the full impact of the new laws on our business, operating results and financial condition. It
is possible that the Tax Act, or interpretations under it, could have an adverse effect on us, and such effect could be material.
Changes in our accounting estimates and assumptions could negatively affect our financial position and operating results.
We prepare our financial statements in accordance with U.S. generally accepted accounting principles (which we refer to as
GAAP). These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and
liabilities, and the disclosure of contingent assets and liabilities at the date of our consolidated financial statements. We are also
required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We
periodically evaluate our estimates and assumptions, including those relating to the valuation of goodwill and other intangible
assets, investments (including our IRC Section 45 investments), income taxes, stock-based compensation, claims handling
obligations, retirement plans, litigation and contingencies. We base our estimates on historical experience and various
assumptions that we believe to be reasonable based on specific circumstances. Actual results could differ from these estimates.
Further, as guidance relating to the recently enacted Tax Act is released, our provisional estimates related to the Tax Act may
change. Additionally, changes in accounting standards (such as the new revenue recognition standard and a new standard for
leases – see Note 2 to our 2017 consolidated financial statements) could increase costs to the organization and could have an
adverse impact on our future financial position and results of operations.
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Risks Relating to our Investments, Debt and Common Stock
Our clean energy investments are subject to various risks and uncertainties.
We have invested in clean energy operations capable of producing refined coal that we believe qualify for tax credits under IRC
Section 45.
See Note 13 to our 2017 consolidated financial statements for a description of these investments. Our ability to generate returns
and avoid write-offs in connection with these investments is subject to various risks and uncertainties. These include, but are not
limited to, the risks and uncertainties set forth below.
• Availability of the tax credits under IRC Section 45. Our ability to claim tax credits under IRC Section 45 depends
upon the operations in which we have invested satisfying certain ongoing conditions set forth in IRC Section 45. These
include, among others, the emissions reduction, “qualifying technology”, “placed-in-service” and coal sales to unrelated
parties requirements of IRC Section 45, as well as the requirement that at least one of the operations’ owners qualifies as
a “producer” of refined coal. While we have received some degree of confirmation from the IRS relating to our ability
to claim these tax credits, the IRS could ultimately determine that the operations have not satisfied, or have not
continued to satisfy, the conditions set forth in IRC Section 45.
• Value of the tax credits and the tax benefits of operating costs. The timing of our utilization of the tax credits will be
impacted by changes to the tax code recently enacted, but their overall gross value to us will not be impacted. Although
we will pay less in taxes overall, the lower corporate tax rate will reduce the tax benefit of operating costs associated
with the production of refined coal.
• Co-investor tax credit risks. We have co-investors in several of the operations currently producing refined coal, and
are working to negotiate arrangements with potential co-investors for the purchase of equity stakes in other operations.
If no satisfactory arrangements can be reached with these potential co-investors, or if in the future any one of our co-
investors leaves a project, we could have difficulty finding replacements in a timely manner. On June 15, 2017, one of
the refined coal partnerships in which we are an investor, received a notice from the IRS disallowing our co-investors
from claiming tax credits. The position taken by the IRS has the potential to affect, and the IRS has opened audits of,
other partnerships in which these co-investors are invested. However, the IRS notice does not challenge the validity of
the tax credits themselves, or our ability to utilize tax credits. The partnership affected by the June 15, 2017 notice will
defend its position in tax court. However, litigation is inherently uncertain and it is not possible to predict the ultimate
disposition of this proceeding. An adverse ruling would likely make it more difficult for us to reach satisfactory
arrangements with new co-investors and we may also be subject to claims against us from the co-investors affected by
this IRS notice.
• Operational risks. Chem-Mod’s multi-pollutant reduction technologies (The Chem-ModTM Solution) require chemicals
that may not be readily available in the marketplace at reasonable costs. Utilities that use the technologies could be idled
for various reasons, including operational or environmental problems at the plants or in the boilers, disruptions in the
supply or transportation of coal, revocation of their Chem-Mod technologies environmental permits, labor strikes, force
majeure events such as hurricanes, or terrorist attacks, any of which could halt or impede the operations. Long-term
operations using Chem-Mod’s multi-pollutant reduction technologies could also lead to unforeseen technical or other
problems not evident in the short- or medium-term. A serious injury or death of a worker connected with the production
of refined coal using Chem-Mod’s technologies could expose the operations to material liabilities, jeopardizing our
investment, and could lead to reputational harm. In the event of any such operational problems, we may not be able to
take full advantage of the tax credits. We could also be exposed to risk due to our lack of control over the operations if
future developments, for example a regulatory change affecting public and private companies differently, causes our
interests and those of our co-investors to diverge. Finally, our partners responsible for operation and management could
fail to run the operations in compliance with IRC Section 45. If any of these developments occur, our investment returns
may be negatively impacted.
• Market demand for coal. When the price of natural gas and/or oil declines relative to that of coal, some utilities may
choose to burn natural gas or oil instead of coal. Market demand for coal may also decline as a result of an economic
slowdown or mild weather and a corresponding decline in the use of electricity. Sustained low natural gas prices could
also cause utilities to phase out or close existing coal-fired power plants. If utilities burn less coal or eliminate coal in
the production of electricity, the availability of the tax credits would also be reduced.
• Environmental concerns regarding coal. Environmental concerns about greenhouse gases, toxic wastewater
discharges and the potential hazardous nature of coal combustion waste could lead to public pressure to reduce, or
regulations that discourage, the burning of coal. For example, regulations could mandate that electric power generating
companies purchase a minimum amount of power from renewable energy sources such as wind, hydroelectric, solar and
geothermal.
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• Demand for commercial refined coal plants. The implementation of environmental regulations regarding certain
pollution control and permitting requirements has been delayed from time to time due to various lawsuits. The
uncertainty created by litigation and reconsiderations of rule-making by the Environmental Protection Agency could
negatively impact power generational facilities’ demand for commercial refined coal plants, should we need to move
them as described below.
•
Incompatible coal. If utilities purchase coal of a quality or type incompatible with their boilers and operations, treating
such coal through a commercial refined coal plant could magnify the negative impacts of burning such coal. As a result,
refined coal plants at such utilities may be removed from production until the incompatible coal has all been burned,
which could cause us to be unable to take full advantage of the tax credits.
• Moving a commercial refined coal plant. Changes in circumstances, such as those described above, may cause a
commercial refined coal plant to be moved to a different power generation facility, which could require us to invest
additional capital. Three plants do not currently have long-term production contracts, of which two are 2019 Era Plants
and will likely never be re-deployed. The remaining 2011 Era Plant would need to be moved once negotiations for such
a contract is finalized. In addition, if for any reason one or more of these operations are unable to satisfy regulatory
permitting requirements, and the utilities at which they are installed are unable to timely obtain long-term permits, we
may not be able to generate additional earnings from these operations.
•
Intellectual property risks. There is a risk that foreign laws will not protect the intellectual property associated with
The Chem-Mod™ Solution to the same extent as U.S. laws, leaving us vulnerable to companies outside the U.S. who
may attempt to copy such intellectual property. In addition, other companies may make claims of intellectual property
infringement with respect to The Chem-Mod™ Solution. Such intellectual property claims, with or without merit, could
require that Chem-Mod (or us and our investment and operational partners) obtain a license to use the intellectual
property, which might not be obtainable on favorable terms, if at all. In July 2014, we were named in a lawsuit that
asserts that we and other defendants are liable for infringement of a patent held by Nalco Company. The complaint
sought a judgment of infringement, damages, costs and attorneys’ fees, and injunctive relief. Along with other
defendants, we disputed the allegation of infringement and have defended this matter vigorously. We filed a motion to
dismiss the complaint on behalf of all defendants, alleging no infringement of Nalco’s intellectual property. This motion
and similar motions attacking amended complaints filed by Nalco, were granted. On April 20, 2016 the court dismissed
Nalco’s complaints and disallowed any further opportunity to amend or refile. Nalco appealed this ruling to the Federal
Circuit Court and we are expecting a ruling during the first quarter of 2018. We continue to believe that the probability
of a material loss is remote. However, litigation is inherently uncertain and it is not possible for us to predict the
ultimate disposition of this proceeding. If Chem-Mod (or we and our investment and operational partners) cannot defeat
or defend this or other such claims or obtain necessary licenses on reasonable terms, the operations may be precluded
from using The Chem-Mod™ Solution.
• Strategic alternatives risk. While we currently expect to continue to hold at least a portion of these refined coal
investments, if for any reason in the future we decide to sell more of our interests, the discount rate on future cash flows
could be excessive, and could result in an impairment on our investment.
•
IRC Section 45 phase out provisions. IRC Section 45 contains phase out provisions based upon the market price of
coal, such that, if the price of coal rises to specified levels, we could lose some or all of the tax credits we expect to
receive from these investments.
The IRC Section 45 operations in which we have invested and the by-products from such operations may result in
environmental and product liability claims and environmental compliance costs.
The construction and operation of the IRC Section 45 operations are subject to Federal, state and local laws, regulations and
potential liabilities arising under or relating to the protection or preservation of the environment, natural resources and human
health and safety. Such laws and regulations generally require the operations and/or the utilities at which the operations are
located to obtain and comply with various environmental registrations, licenses, permits, inspections and other approvals. There
are costs associated with ensuring compliance with all applicable laws and regulations, and failure to fully comply with all
applicable laws and regulations could lead to the imposition of penalties or other liability. Failure of The Chem-Mod™ Solution
utilized at coal-fired generation facilities, for example, could result in violations of air emissions permits, which could lead to the
imposition of penalties or other liability. Additionally, some environmental laws, without regard to fault or the legality of a
party’s conduct, on certain entities that are considered to have contributed to, or are otherwise responsible for, the release or
threatened release of hazardous substances into the environment. One party may, under certain circumstances, be required to bear
more than its share or the entire share of investigation and cleanup costs at a site if payments or participation cannot be obtained
from other responsible parties. By using The Chem-Mod™ Solution at locations owned and operated by others, we and our
partners may be exposed to the risk of being held liable for environmental damage from releases of hazardous substances we may
have had little, if any, involvement in creating. Such risk remains even after production ceases at an operation to the extent the
environmental damage can be traced to the types of chemicals or compounds used or operations conducted in connection with
The Chem-Mod™ Solution. In addition, we and our partners could face the risk of environmental and product liability claims
related to concrete incorporating fly ash produced using The Chem-Mod™ Solution. No assurances can be given that contractual
22
arrangements and precautions taken to ensure assumption of these risks by facility owners or operators, or other end users, will
result in that facility owner or operator, or other end user, accepting full responsibility for any environmental or product liability
claim. Nor can we or our partners be certain that facility owners or operators, or other end users, will fully comply with all
applicable laws and regulations, and this could result in environmental or product liability claims. It is also not uncommon for
private claims by third parties alleging contamination to also include claims for personal injury, property damage, nuisance,
diminution of property value, or similar claims. Furthermore, many environmental, health and safety laws authorize citizen suits,
permitting third parties to make claims for violations of laws or permits. Our insurance may not cover all environmental risk and
costs or may not provide sufficient coverage in the event of an environmental or product liability claim, and defense of such
claims can be costly, even when such defense prevails. If significant uninsured losses arise from environmental or product
liability claims, or if the costs of environmental compliance increase for any reason, our results of operations and financial
condition could be adversely affected.
We have historically benefited from IRC Section 29 tax credits and that law expired on December 31, 2007. The
disallowance of IRC Section 29 tax credits would likely cause a material loss.
The law permitting us to claim IRC Section 29 tax credits related to our synthetic coal operations expired on December 31, 2007.
We believe our claim for IRC Section 29 tax credits in 2007 and prior years is in accordance with IRC Section 29 and four private
letter rulings previously obtained by IRC Section 29-related limited liability companies in which we had an interest. We
understand these private letter rulings are consistent with those issued to other taxpayers and have received no indication from the
IRS that it will seek to revoke or modify them. However, while our synthetic coal operations are not currently under audit, the
IRS could place those operations under audit and an adverse outcome may cause a material loss or cause us to be subject to
liability under indemnification obligations related to prior sales of partnership interests in partnerships claiming IRC Section 29
tax credits. For additional information about the potential negative effects of adverse tax audits and related indemnification
contingencies, see the discussion on IRC Section 29 tax credits included in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
We have debt outstanding that could adversely affect our financial flexibility and subjects us to restrictions and
limitations that could significantly impact our ability to operate our business.
As of December 31, 2017, we had total consolidated debt outstanding of approximately $3.0 billion. The level of debt
outstanding each period could adversely affect our financial flexibility. We also bear risk at the time our debt matures. Our
ability to make interest and principal payments, to refinance our debt obligations and to fund our acquisition program and planned
capital expenditures will depend on our ability to generate cash from operations. This, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, such as an environment of
rising interest rates. It will also reduce the ability to use that cash for other purposes, including working capital, dividends to
stockholders, acquisitions, capital expenditures, share repurchases, and general corporate purposes. If we cannot service our
indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital
expenditures, strategic acquisitions, and investments, any of which could impede the implementation of our business strategy or
prevent us from entering into transactions that would otherwise benefit our business. Additionally, we may not be able to effect
such actions, if necessary, on commercially reasonable terms, or at all. We may not be able to refinance any of our indebtedness
on commercially reasonable terms, or at all.
The agreements governing our debt contain covenants that, among other things, restrict our ability to dispose of assets, incur
additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain
transactions with affiliates, change our business or make investments, and require us to comply with certain financial covenants.
The restrictions in the agreements governing our debt may prevent us from taking actions that we believe would be in the best
interest of our business and our stockholders and may make it difficult for us to execute our business strategy successfully or
effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject
us to additional or more restrictive covenants that could affect our financial and operational flexibility, including our ability to
pay dividends. We cannot make any assurances that we will be able to refinance our debt or obtain additional financing on terms
acceptable to us, or at all. A failure to comply with the restrictions under the agreements governing our debt could result in a
default under the financing obligations or could require us to obtain waivers from our lenders for failure to comply with these
restrictions. The occurrence of a default that remains uncured or the inability to secure a necessary consent or waiver could cause
our obligations with respect to our debt to be accelerated and have a material adverse effect on our financial condition and results
of operations.
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We are a holding company and, therefore, may not be able to receive dividends or other distributions in needed amounts
from our subsidiaries.
We are organized as a holding company, a legal entity separate and distinct from our operating subsidiaries. As a holding
company without significant operations of our own, we are dependent upon dividends and other payments from our operating
subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations, for paying dividends to
stockholders, repurchasing our common stock and for corporate expenses. In the event our operating subsidiaries are unable to
pay sufficient dividends and other payments to us, we may not be able to service our debt, pay our obligations, pay dividends on
or repurchase our common stock.
Further, we derive a significant portion of our revenue and operating profit from operating subsidiaries located outside the U.S.
Since the majority of financing obligations as well as dividends to stockholders are paid from the U.S., it is important to be able
to access the cash generated by our operating subsidiaries located outside the U.S. in the event we are unable to meet these U.S.
based cash requirements.
Funds from our operating subsidiaries outside the U.S. may be repatriated to the U.S. via stockholder distributions and
intercompany financings, where necessary. A number of factors may arise that could limit our ability to repatriate funds or make
repatriation cost prohibitive, including, but not limited to the imposition of currency controls and other government restrictions on
repatriation in the jurisdictions in which our subsidiaries operate, fluctuations in foreign exchange rates, the imposition of
withholding and other taxes on such payments and our ability to repatriate earnings in a tax-efficient manner.
In the event we are unable to generate or repatriate cash from our operating subsidiaries for any of the reasons discussed above,
our overall liquidity could deteriorate and our ability to finance our obligations, including to pay dividends on or repurchase our
common stock, could be adversely affected.
Future sales or other dilution of our equity could adversely affect the market price of our common stock.
We grow our business organically as well as through acquisitions. One method of acquiring companies or otherwise funding our
corporate activities is through the issuance of additional equity securities. The issuance of any additional shares of common or of
preferred stock or convertible securities could be substantially dilutive to holders of our common stock. Moreover, to the extent
that we issue restricted stock units, performance stock units, options or warrants to purchase our shares of our common stock in
the future and those options or warrants are exercised or as the restricted stock units or performance stock units vest, our
stockholders may experience further dilution. Holders of our common stock have no preemptive rights that entitle holders to
purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in
increased dilution to our stockholders. The market price of our common stock could decline as a result of sales of shares of our
common stock or the perception that such sales could occur.
The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell shares of
common stock owned by you at times or at prices you find attractive.
The trading price of our common stock may fluctuate widely as a result of a number of factors, including the risk factors
described above, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices
and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have
adversely affected and may continue to adversely affect the market price of our common stock. Among the factors that could
affect our stock price are:
• General economic and political conditions such as recessions, economic downturns and acts of war or terrorism;
• Quarterly variations in our operating results;
• Seasonality of our business cycle;
• Changes in the market’s expectations about our operating results;
• Our operating results failing to meet the expectation of securities analysts or investors in a particular period;
• Changes in financial estimates and recommendations by securities analysts concerning us or the insurance brokerage or
financial services industries in general;
• Operating and stock price performance of other companies that investors deem comparable to us;
• News reports relating to trends in our markets, including any expectations regarding an upcoming “hard” or “soft”
market;
• Cyber attacks and other cybersecurity incidents;
• Changes in laws and regulations affecting our business;
• Material announcements by us or our competitors;
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• The impact or perceived impact of developments relating to our investments, including the possible perception by
securities analysts or investors that such investments divert management attention from our core operations;
• Market volatility;
• A negative market reaction to announced acquisitions;
• Competitive pressures in each of our segments;
• General conditions in the insurance brokerage and insurance industries;
• Legal proceedings or regulatory investigations;
• Regulatory requirements, including international sanctions and the U.S. Foreign Corrupt Practices Act, the U.K. Bribery
Act 2010 or other anti-corruption laws;
• Quarter-to-quarter volatility in the earnings impact of IRC Section 45 tax credits from our clean energy investments, due
to the application of accounting standards applicable to the recognition of tax credits; and
• Sales of substantial amounts of common shares by our directors, executive officers or significant stockholders or the
perception that such sales could occur.
Stockholder class action lawsuits may be instituted against us following a period of volatility in our stock price. Any such
litigation could result in substantial cost and a diversion of management’s attention and resources.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
The executive offices of our corporate segment and certain subsidiary and branch facilities of our brokerage and risk management
segments are located at 2850 Golf Road, Rolling Meadows, Illinois, where we own approximately 360,000 square feet of space,
and can accommodate 2,000 employees at peak capacity. Our prior headquarters was located at Two Pierce Place, Itasca, Illinois,
where we lease approximately 306,000 square feet of space, or approximately 60% of the building. The lease commitment on the
Itasca property expires on February 28, 2018.
Elsewhere, we generally operate in leased premises related to the facilities of our brokerage and risk management operations. We
prefer to lease office space rather than own real estate related to the branch facilities of our brokerage and risk management
segments. Certain of our office space leases have options permitting renewals for additional periods. In addition to minimum
fixed rentals, a number of our leases contain annual escalation clauses generally related to increases in an inflation index. See
Note 15 to our 2017 consolidated financial statements for information with respect to our lease commitments as of December 31,
2017.
Item 3. Legal Proceedings.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
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Executive Officers
Set forth below are the names, ages, positions and business backgrounds of our executive officers as of the date hereof:
Name
Age
Position and Year First Elected
J. Patrick Gallagher, Jr.
Walter D. Bay
Richard C. Cary
Joel D. Cavaness
Thomas J. Gallagher
Douglas K. Howell
Scott R. Hudson
Susan E. Pietrucha
William F. Ziebell
65
55
55
56
59
56
56
51
55
Chairman since 2006, President since 1990, Chief Executive Officer since 1995
Corporate Vice President, General Counsel, Secretary since 2007
Controller since 1997, Chief Accounting Officer since 2001
Corporate Vice President since 2000, President of our Wholesale Brokerage Operation
since 1997
Corporate Vice President since 2001, Chairman of our International Brokerage
Operation 2010 - 2016, President of our Global Property/Casualty Brokerage
Operation beginning in 2017
Corporate Vice President, Chief Financial Officer since 2003
Corporate Vice President and President of our Risk Management Operation since 2010
Corporate Vice President, Chief Human Resource Officer since 2007
Corporate Vice President since 2011, regional leader in our Employee Benefit and
Consulting Brokerage Operations 2004 - 2016, President beginning in 2017
We have employed each such person principally in management capacities for more than the past five years. All executive
officers are appointed annually and serve at the pleasure of our board of directors.
Part II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Our common stock is listed on the New York Stock Exchange, trading under the symbol “AJG.” The following table sets forth
information as to the price range of our common stock for the two-year period from January 1, 2016 through December 31, 2017
and the dividends declared per common share for such period. The table reflects the range of high and low sales prices per share
as reported on the New York Stock Exchange composite listing.
Quarterly Periods
2017
First
Second
Third
Fourth
2016
First
Second
Third
Fourth
High
Low
$
57.82
59.11
61.87
67.32
$
44.67
48.64
51.24
52.34
$
51.80
54.50
56.20
60.87
$
35.96
43.17
47.15
47.16
Dividends
Declared
per Common
Share
$
0.39
0.39
0.39
0.39
$
0.38
0.38
0.38
0.38
As of January 31, 2018, there were approximately 1,000 holders of record of our common stock.
26
(c) Issuer Purchases of Equity Securities
The following table shows the purchases of our common stock made by or on behalf of Gallagher or any “affiliated purchaser”
(as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of Gallagher for each
fiscal month in the three-month period ended December 31, 2017:
Period
October 1 through October 31, 2017
November 1 through November 30, 2017
December 1 through December 31, 2017
Total
Total
Number of
Shares
Purchased (1)
Average
Price Paid
per Share (2)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (3)
Maximum Number
of Shares that May
Yet be Purchased
Under the Plans
or Programs (3)
-
$
-
88,367
207,143
295,510
65.11
64.19
$
64.46
-
88,367
185,103
273,470
7,735,489
7,647,122
7,462,019
(1) Amounts in this column include shares of our common stock purchased by the trustees of rabbi trusts established under our
Deferred Equity Participation Plan (which we refer to as the DEPP), our Deferred Cash Participation Plan (which we refer to
as the DCPP) and our Supplemental Savings and Thrift Plan (which we refer to as the Supplemental Plan), respectively. The
DEPP is an unfunded, non-qualified deferred compensation plan that generally provides for distributions to certain of our key
executives when they reach age 62 or upon or after their actual retirement. Under sub-plans of the DEPP for certain
production staff, the plan generally provides for vesting and/or distributions no sooner than five years from the date of
awards, although certain awards vest and/or distribute after the earlier of fifteen years or the participant reaching age 65. See
Note 10 to our 2017 consolidated financial statements in this report for more information regarding the DEPP. The DCPP is
an unfunded, non-qualified deferred compensation plan for certain key employees, other than executive officers, that
generally provides for vesting and/or distributions no sooner than five years from the date of awards. Under the terms of the
DEPP and the DCPP, we may contribute cash to the rabbi trust and instruct the trustee to acquire a specified number of
shares of our common stock on the open market or in privately negotiated transactions. In the fourth quarter of 2017, we
instructed the rabbi trustee for the DEPP and the DCPP to reinvest dividends paid into the plans in our common stock. The
Supplemental Plan is an unfunded, non-qualified deferred compensation plan that allows certain highly compensated
employees to defer amounts, including company match amounts, on a before-tax basis or after-tax basis. Under the terms of
the Supplemental Plan, all cash deferrals and company match amounts may be deemed invested, at the employee’s election,
in a number of investment options that include various mutual funds, an annuity product and a fund representing our common
stock. When an employee elects to deem his or her amounts under the Supplemental Plan invested in the fund representing
our common stock, the trustee of the rabbi trust purchases the number of shares of our common stock equivalent to the
amount deemed invested in the fund representing our common stock. We established the rabbi trusts for the DEPP, the
DCPP and the Supplemental Plan to assist us in discharging our deferred compensation obligations under these plans. All
assets of the rabbi trusts, including any shares of our common stock purchased by the trustees, remain, at all times, assets of
the Company, subject to the claims of our creditors. The terms of the DEPP, the DCPP and the Supplemental Plan do not
provide for a specified limit on the number of shares of common stock that may be purchased by the respective trustees of the
rabbi trusts.
(2) The average price paid per share is calculated on a settlement basis and does not include commissions.
(3) We have a common stock repurchase plan that the board of directors adopted on May 10, 1988 and has periodically amended
since that date to authorize additional shares for repurchase (the last amendment was on January 24, 2008 and approved the
repurchase of 10,000,000 shares). The repurchase plan has no expiration date and we are under no commitment or obligation
to repurchase any particular amount of our common stock under the plan. At our discretion, we may suspend the repurchase
plan at any time.
27
Item 6. Selected Financial Data.
The following selected consolidated financial data for each of the five years in the period ended December 31, 2017 have been
derived from our consolidated financial statements. Such data should be read in conjunction with our consolidated financial
statements and notes thereto in Item 8 of this annual report.
Consolidated Statement of Earnings Data:
Commissions
Fees
Supplemental revenues
Contingent revenues
Investment income and other
Total revenues
Total expenses
Earnings before income taxes
Provision (benefit) for income taxes
Net earnings
Net earnings attributable to noncontrolling interests
2017
Year Ended December 31,
2015
2016
2014
2013
(In millions, except per share and employee data)
$
2,627.1
1,636.8
163.7
111.8
1,620.2
$
2,439.1
1,492.8
147.0
107.2
1,408.7
$
2,338.7
1,432.3
125.5
93.7
1,402.2
$
2,083.0
1,258.3
104.0
84.7
1,096.5
$
1,553.1
1,059.5
77.3
52.1
437.6
6,159.6
5,781.5
378.1
(121.1)
499.2
36.1
5,594.8
5,237.9
356.9
(88.1)
445.0
30.6
5,392.4
5,098.9
293.5
(95.6)
389.1
32.3
4,626.5
4,335.0
291.5
(36.0)
327.5
24.1
3,179.6
2,888.6
291.0
6.4
284.6
16.0
Net earnings attributable to controlling interests
$
463.1
$
414.4
$
356.8
$
303.4
$
268.6
Per Share Data:
Diluted net earnings per share (1)
Dividends declared per common share (2)
Share Data:
Shares outstanding at year end
Weighted average number of common shares
outstanding
Weighted average number of common and
common equivalent shares outstanding
Consolidated Balance Sheet Data:
Total assets
Long-term debt less current portion
Total stockholders' equity
2.54
1.56
181.0
180.1
182.1
2.32
1.52
178.3
177.6
178.4
2.06
1.48
176.9
172.2
173.2
1.97
1.44
164.6
152.9
154.3
2.06
1.40
133.6
128.9
130.5
$
12,897.4
2,698.0
4,164.9
$
11,489.6
2,150.0
3,655.8
$
10,910.5
2,075.0
3,688.2
$
10,010.0
2,125.0
3,305.1
$
6,860.5
825.0
2,114.8
Return on beginning stockholders' equity (3)
13%
11%
11%
14%
16%
Employee Data:
Number of employees - at year end
26,783
24,790
23,857
22,375
18,055
(1) Based on the weighted average number of common and common equivalent shares outstanding during the year.
(2) Based on the total dividends declared on a share of common stock outstanding during the entire year.
(3) Represents net earnings divided by total stockholders' equity, as of the beginning of the year.
28
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Introduction
The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related
notes included in Item 8 of this annual report. In addition, please see “Information Regarding Non-GAAP Measures and Other”
beginning on page 35 for a reconciliation of the non-GAAP measures for adjusted total revenues, organic commission, fee and
supplemental revenues and adjusted EBITDAC to the comparable GAAP measures, as well as other important information
regarding these measures.
We are engaged in providing insurance brokerage and consulting, and third party claims settlement and administration services to
entities in the U.S. and abroad. We believe that one of our major strengths is our ability to deliver comprehensively structured
insurance and risk management services to our clients. Our brokers, agents and administrators act as intermediaries between
underwriting enterprises and our clients and we do not assume net underwriting risks. We are headquartered in Rolling
Meadows, Illinois, have operations in 32 other countries and offer client-service capabilities in more than 150 countries globally
through a network of correspondent brokers and consultants. In 2017, we expanded, and expect to continue to expand, our
international operations through both acquisitions and organic growth. We generate approximately 69% of our revenues for the
combined brokerage and risk management segments domestically, with the remaining 31% derived internationally, primarily in
Australia, Bermuda, Canada, the Caribbean, New Zealand and the U.K. (based on 2017 revenues). We expect that our
international revenue as a percentage of our total revenues in 2018 will be comparable to 2017. We have three reportable
segments: brokerage, risk management and corporate, which contributed approximately 62%, 13% and 25%, respectively, to
2017 revenues. Our major sources of operating revenues are commissions, fees and supplemental and contingent revenues from
brokerage operations and fees from risk management operations. Investment income is generated from invested cash and
fiduciary funds, clean energy investments, and interest income from premium financing.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain statements
relating to future results which are forward-looking statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. Please see “Information Concerning Forward-Looking Statements” at the beginning of this annual report, for certain
cautionary information regarding forward-looking statements and a list of factors that could cause our actual results to differ
materially from those predicted in the forward-looking statements.
Accounting Changes - Impact of New Revenue Recognition Accounting Standard
Note 2 to our 2017 consolidated financial statements included in this report contains information regarding the potential impact a
new revenue recognition accounting standard could have on our future financial presentation. We will adopt the new standard as
of January 1, 2018, using the full retrospective method to restate each prior reporting period presented. We anticipate the
cumulative effect of the adoption will be an increase to retained earnings as of January 1, 2016. The primary impacts of the new
standard to our segments are anticipated to be as follows:
With respect to the brokerage segment, we expect the adoption of the new standard to have a material impact on the presentation
of our results of operations in certain quarters due to timing changes in the recognition of certain revenue and expenses. As a
result, we will report a different seasonality with respect to quarterly results after adoption of the new standard, with a shift in the
timing of revenue recognized from the second, third and fourth quarters to the first quarter. While we do not expect year-over-
year revenue and expense comparisons to be materially affected by these changes, we do expect annual brokerage segment
revenue, net earnings and EBITDAC to be greater on an absolute basis under the new accounting standard.
With respect to the risk management segment, under the new standard, we will record the full amount of claim revenue upon
notification of the claim and defer certain revenue to reflect delivery of services over the claim handling period. We anticipate
the net impact of the new standard will require more initial revenue deferral and revenue recognition over a longer period of time
than under the old accounting standard. We do not expect a material change to annual risk management segment revenue, net
earnings and EBITDAC on an absolute basis under the new accounting standard.
With respect to the corporate segment, we expect that the timing related to recognition of revenue will remain substantially
unchanged. We do not expect a material impact to our annual after tax earnings, but we do expect a material change in the
emergence of our after tax earnings in the interim quarterly periods as income tax credits are recognized based on our quarterly
consolidated pretax earnings patterns.
29
Summary of Financial Results - Year Ended December 31,
See the reconciliations of non-GAAP measures on pages 31 and 32.
Year 2017
Year 2016
Change
Reported
GAAP
Adjusted
Non-GAAP
Reported
GAAP
Adjusted
Non-GAAP
Reported
GAAP
Adjusted
Non-GAAP
(In millions, except per share data)
Brokerage Segment
Revenues
Organic revenues
Net earnings
Net earnings margin
Adjusted EBITDAC
Adjusted EBITDAC margin
Diluted net earnings per share
Risk Management Segment
Revenues
Organic revenues
Net earnings
Net earnings margin
Adjusted EBITDAC
Adjusted EBITDAC margin
Diluted net earnings per share
Corporate Segment
$
3,830.5
$
424.0
11.1%
$
2.28
$
768.6
$
59.9
7.8%
$
0.33
$
$
3,827.1
3,596.6
$
1,050.0
27.4%
2.54
$
$
$
768.6
756.1
$
133.4
17.4%
0.34
$
$
3,527.9
$
357.1
10.1%
$
1.98
$
718.1
$
57.2
8.0%
$
0.32
$
$
3,508.1
3,446.8
$
944.5
26.9%
2.29
$
$
$
720.1
719.1
$
125.0
17.4%
0.33
$
9%
19%
+95 bpts
15%
7%
5%
-18 bpts
3%
Diluted net earnings (loss) per share
$
(0.07)
$
0.18
$
0.02
$
0.11
-450%
Total Company
Diluted net earnings per share
$
2.54
$
3.06
$
2.32
$
2.73
9%
9%
4.4%
11%
+52 bpts
11%
7%
5.2%
7%
0 bpts
3%
64%
12%
In our corporate segment, net after tax earnings from our clean energy investments was $132.7 million and $114.4 million in 2017
and 2016, respectively. Our current estimate of the 2018 annual net after tax earnings, including IRC Section 45 tax credits,
which will be produced from all of our clean energy investments in 2018, is $105.0 million to $115.0 million. We expect to use
the additional cash flow generated by these earnings to continue our mergers and acquisition strategy in our core brokerage and
risk management operations.
30
The following provides information that management believes is helpful when comparing revenues, net earnings, EBITDAC and
diluted net earnings per share for 2017 and 2016. In addition, these tables provide reconciliations to the most comparable GAAP
measures for adjusted revenues, adjusted EBITDAC (non-GAAP measure) and adjusted diluted net earnings per share.
Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 37 and 44 of this filing.
Year Ended December 31 Reported GAAP to Adjusted Non-GAAP Reconciliation:
S egment
Revenues
2017
2016
Net Earnings
2017
2016
EBITDAC
2017
2016
(In millions, except per share data)
Diluted Net
Earnings (Loss)
Per S hare
2017
2016
Brokerage, as reported
Gains on book sales
Acquisition integration
Workforce & lease termination
Acquisition related adjustments
U.K. statutory income tax rate change
Levelized foreign currency translation
$
3,830.5
(3.4)
-
-
-
-
-
$
3,527.9
(6.6)
-
-
-
-
(13.2)
$
424.0
(2.4)
10.5
21.9
16.7
-
-
$
357.1
(4.7)
32.8
15.1
14.9
(1.5)
(2.2)
$
999.4
(3.4)
14.8
30.1
9.1
-
-
$
885.2
(6.6)
45.7
20.7
3.7
-
(4.2)
$
2.28
(0.01)
0.06
0.12
0.09
-
-
$
1.98
(0.03)
0.18
0.09
0.09
(0.01)
(0.01)
Brokerage, as adjusted *
3,827.1
3,508.1
470.7
411.5
1,050.0
Risk M anagement, as reported
Workforce & lease termination
Acquisition related adjustments
Levelized foreign currency translation
Risk M anagement, as adjusted *
768.6
-
-
-
768.6
718.1
-
-
2.0
720.1
Corporate, as reported
1,560.5
1,348.8
Litigation settlement
Home office lease termination/move
Tax adjustments
-
-
-
-
-
-
Corporate, as adjusted *
1,560.5
1,348.8
59.9
0.5
0.8
-
61.2
15.3
8.8
7.9
29.5
61.5
57.2
1.5
-
0.3
59.0
30.7
16.1
-
-
46.8
944.5
122.2
2.2
-
0.6
125.0
(157.8)
20.2
-
-
132.5
0.9
-
-
133.4
(213.0)
11.1
13.2
2.5
(186.2)
(137.6)
2.54
0.33
-
0.01
-
0.34
(0.07)
0.05
0.04
0.16
0.18
2.29
0.32
0.01
-
-
0.33
0.02
0.09
-
-
0.11
Total Company, as reported
$
6,159.6
$
5,594.8
$
499.2
$
445.0
$
918.9
$
849.6
$
2.54
$
2.32
Total Company, as adjusted *
$
6,156.2
$
5,577.0
$
593.4
$
517.3
$
997.2
$
931.9
$
3.06
$
2.73
Total Brokerage & Risk
M anagement, as reported
$
4,599.1
$
4,246.0
$
483.9
$
414.3
$
1,131.9
$
1,007.4
$
2.61
$
2.30
Total Brokerage & Risk
M anagement, as adjusted *
$
4,595.7
$
4,228.2
$
531.9
$
470.5
$
1,183.4
$
1,069.5
$
2.88
$
2.62
* For 2017, the pretax impact of the brokerage segment adjustments totals $66.4 million, with a corresponding adjustment to
the provision for income taxes of $19.7 million relating to these items. The pretax impact of the risk management segment
adjustments totals $2.0 million, with a corresponding adjustment to the provision for income taxes of $0.7 million relating
to these items. The pretax impact of the corporate segment adjustments totals $26.8 million, with a corresponding
adjustment to the provision for income taxes of $19.4 million benefit relating to these items.
For 2016, the pretax impact of the brokerage segment adjustments totals $77.3 million, with a corresponding adjustment to
the provision for income taxes of $22.9 million relating to these items. The pretax impact of the risk management segment
adjustments totals $2.8 million, with a corresponding adjustment to the provision for income taxes of $1.0 million relating
to these items. The pretax impact of the corporate segment adjustments totals $20.2 million, with a corresponding
adjustment to the provision for income taxes of $4.1 million relating to these items.
31
Reconciliation of Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per Share
(In millions except share and per share data)
Earnings
(Loss)
Before Income
Taxes
Provision
(Benefit)
for Income
Taxes
Net
Earnings
Net Earnings
(Loss)
Net Earnings
(Loss)
Attributable to Attributable to
Noncontrolling
Interests
Controlling
Interests
Diluted Net
Earnings
(Loss)
per S hare
Year Ended Dec 31, 2017
Brokerage, as reported
Gains on book sales
Acquisition integration
Workforce & lease termination
Acquisition related adjustments
$
646.5
$
222.5
$
424.0
$
8.1
$
415.9
$
2.28
(3.4)
14.8
30.1
24.9
(1.0)
4.3
8.2
8.2
(2.4)
10.5
21.9
16.7
-
-
-
-
(2.4)
10.5
21.9
16.7
(0.01)
0.06
0.12
0.09
Brokerage, as adjusted
$
712.9
$
242.2
$
470.7
$
8.1
$
462.6
$
2.54
Risk Management, as reported
$
96.9
$
37.0
$
59.9
$
-
$
59.9
$
0.33
Workforce & lease termination
Acquisition related adjustments
0.9
1.1
0.4
0.3
0.5
0.8
-
-
0.5
0.8
-
0.01
Risk M anagement, as adjusted
$
98.9
$
37.7
$
61.2
$
-
$
61.2
$
0.34
Corporate, as reported
$
(365.3)
$
(380.6)
$
15.3
$
28.0
$
(12.7)
$
(0.07)
Impact of 2015 litigation settlement
Home office lease termination/move
Tax adjustments
11.1
13.2
2.5
2.3
5.3
(27.0)
8.8
7.9
29.5
-
-
-
8.8
7.9
29.5
0.05
0.04
0.16
Corporate, as adjusted
$
(338.5)
$
(400.0)
$
61.5
$
28.0
$
33.5
$
0.18
Year Ended Dec 31, 2016
Brokerage, as reported
Gains on book sales
Acquisition integration
Workforce & lease termination
Acquisition related adjustments
U.K. statutory income tax rate change
Levelized foreign currency translation
$
551.2
$
194.1
$
357.1
$
3.6
$
353.5
$
1.98
(6.6)
45.7
20.7
20.7
-
(3.2)
(1.9)
12.9
5.6
5.8
1.5
(1.0)
(4.7)
32.8
15.1
14.9
(1.5)
(2.2)
-
-
-
-
-
-
(4.7)
32.8
15.1
14.9
(1.5)
(2.2)
(0.03)
0.18
0.09
0.09
(0.01)
(0.01)
Brokerage, as adjusted
$
628.5
$
217.0
$
411.5
$
3.6
$
407.9
$
2.29
Risk Management, as reported
$
92.5
$
35.3
$
57.2
$
-
$
57.2
$
0.32
Workforce & lease termination
Levelized foreign currency translation
2.2
0.6
0.7
0.3
1.5
0.3
-
-
1.5
0.3
0.01
-
Risk M anagement, as adjusted
$
95.3
$
36.3
$
59.0
$
-
$
59.0
$
0.33
Corporate, as reported
$
(286.8)
$
(317.5)
$
30.7
$
27.0
$
3.7
$
0.02
Impact of 2015 litigation settlement
20.2
4.1
16.1
-
16.1
0.09
Corporate, as adjusted
$
(266.6)
$
(313.4)
$
46.8
$
27.0
$
19.8
$
0.11
Insurance Market Overview
Fluctuations in premiums charged by property/casualty underwriting enterprises have a direct and potentially material impact on
the insurance brokerage industry. Commission revenues are generally based on a percentage of the premiums paid by insureds
and normally follow premium levels. Insurance premiums are cyclical in nature and may vary widely based on market
conditions. Various factors, including competition for market share among underwriting enterprises, increased underwriting
capacity and improved economies of scale following consolidations, can result in flat or reduced property/casualty premium rates
(a “soft” market). A soft market tends to put downward pressure on commission revenues. Various countervailing factors, such
as greater than anticipated loss experience, unexpected loss exposure and capital shortages, can result in increasing
property/casualty premium rates (a “hard” market). A hard market tends to favorably impact commission revenues. Hard and
soft markets may be broad-based or more narrowly focused across individual product lines or geographic areas. As markets
32
harden, buyers of insurance (such as our brokerage clients), have historically tried to mitigate premium increases and the higher
commissions these premiums generate, including by raising their deductibles and/or reducing the overall amount of insurance
coverage they purchase. As the market softens, or costs decrease, these trends have historically reversed. During a hard market,
buyers may switch to negotiated fee in lieu of commission arrangements to compensate us for placing their risks, or may consider
the alternative insurance market, which includes self-insurance, captives, rent-a-captives, risk retention groups and capital market
solutions to transfer risk. According to industry estimates, these alternative markets now account for 50% of the total U.S.
commercial property/casualty market. Our brokerage units are very active in these markets as well. While increased use by
insureds of these alternative markets historically has reduced commission revenue to us, such trends generally have been
accompanied by new sales and renewal increases in the areas of risk management, claims management, captive insurance and
self-insurance services and related growth in fee revenue. Inflation tends to increase the levels of insured values and risk
exposures, resulting in higher overall premiums and higher commissions. However, the impact of hard and soft market
fluctuations has historically had a greater impact on changes in premium rates, and therefore on our revenues, than inflationary
pressures.
The Council of Insurance Agents & Brokers (which we refer to as the CIAB) fourth quarter 2017 survey had not been issued as of
the date of this report. The first three 2017 quarterly surveys indicated that U.S. commercial property/casualty rates decreased by
2.5%, 2.8%, and 1.3% on average across all lines, for the first, second and third quarters of 2017, respectively. We expect a
similar trend to be noted when the CIAB fourth quarter 2017 survey report is issued, which would signal some stability in the
market. In 2018, we see stable U.S. retail property/casualty rates and continued growth in property/casualty exposures. We also
see U.S. employment growth and uncertainty surrounding the Affordable Care Act as tailwinds for our employee benefit units.
Internationally, we see the U.K. and Canadian retail property/casualty markets similar to U.S. retail, more softening in London
Specialty, but an improving market in Australia and New Zealand. Overall, we believe the global rate environment is flat to
improving and exposure units are increasing in certain lines and geographies. In addition, our history of strong new business
generation, solid retentions and enhanced value-added services for our underwriting enterprise partners should all result in further
organic growth opportunities around the world. Based on our experience, underwriting enterprises appear to be making rational
pricing decisions. In lines and accounts where rate increases or decreases are warranted, the underwriters are pricing accordingly.
As underwriting enterprises reach their profitability targets in lines, rates may start to flatten. In summary, in this environment,
premium levels are stable, clients can still obtain coverage, businesses continue to stay in standard-line markets and there is
adequate capacity in the insurance market. It is not clear whether the rate retraction will reverse in the current economic
environment. The CIAB represents the leading domestic and international insurance brokers, who write approximately 85% of
the commercial property/casualty premiums in the U.S.
Clean energy investments - We have investments in limited liability companies that own 29 clean coal production plants
developed by us and five clean coal production plants we purchased from a third party on September 1, 2013. All 34 plants
produce refined coal using propriety technologies owned by Chem-Mod. We believe that the production and sale of refined coal
at these plants are qualified to receive refined coal tax credits under IRC Section 45. The 14 plants which were placed in service
prior to December 31, 2009 (which we refer to as the 2009 Era Plants) can receive tax credits through 2019 and the 20 plants
which were placed in service prior to December 31, 2011 (which we refer to as the 2011 Era Plants) can receive tax credits
through 2021.
31 plants are under long-term production contracts with several utilities. We are not in current active negotiations for long-term
production contracts for two of the 2009 Era Plants. For one of the 2011 Era Plants, we are in early stages of negotiations for a
long-term production contract.
We also own a 46.5% controlling interest in Chem-Mod, which has been marketing The Chem-Mod™ Solution proprietary
technologies principally to refined fuel plants that sell refined fuel to coal-fired power plants owned by utility companies,
including those plants in which we hold interests. Based on current production estimates provided by licensees, Chem-Mod could
generate for us approximately $4.0 million to $5.0 million of net after tax earnings per quarter.
Our current estimate of the 2018 annual net after tax earnings, including IRC Section 45 tax credits, which will be produced from
all of our clean energy investments in 2018, is $105.0 million to $115.0 million.
All estimates set forth above regarding the future results of our clean energy investments are subject to significant risks, including
those set forth in the risk factors regarding our IRC Section 45 investments under Item 1A, “Risk Factors.”
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (which we
refer to as GAAP), which require management to make estimates and assumptions that affect the amounts reported in our
consolidated financial statements and accompanying notes. We believe the following significant accounting policies may involve
a higher degree of judgment and complexity. See Note 1 to our 2017 consolidated financial statements for other significant
accounting policies.
33
Revenue Recognition - See Revenue Recognition in Note 1 to our 2017 consolidated financial statements. See Note 2 to our
2017 consolidated financial statements for information with respect to the potential impacts a new accounting standard relating to
revenue recognition could have on our future financial position and operating results.
Income Taxes - See Income Taxes in Notes 1 and 17 to our 2017 consolidated financial statements.
Uncertain tax positions are measured based upon the facts and circumstances that exist at each reporting period and involve
significant management judgment. Subsequent changes in judgment based upon new information may lead to changes in
recognition, derecognition and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing
authorities, or expiration of a statute of limitations barring an assessment for an issue. We recognize interest and penalties, if any,
related to unrecognized tax benefits in our provision for income taxes. See Note 17 to our 2017 consolidated financial statements
for a discussion regarding the possibility that our gross unrecognized tax benefits balance may change within the next twelve
months.
Tax law requires certain items to be included in our tax returns at different times than such items are reflected in the financial
statements. As a result, the annual tax expense reflected in our consolidated statements of earnings is different than that reported
in the tax returns. Some of these differences are permanent, such as expenses that are not deductible in the returns, and some
differences are temporary and reverse over time, such as depreciation expense and amortization expense deductible for income
tax purposes. Temporary differences create deferred tax assets and liabilities. Deferred tax liabilities generally represent tax
expense recognized in the financial statements for which a tax payment has been deferred, or expense which has been deducted in
the tax return but has not yet been recognized in the financial statements. Deferred tax assets generally represent items that can
be used as a tax deduction or credit in tax returns in future years for which a benefit has already been recorded in the financial
statements. In fourth quarter 2017, new tax legislation was enacted in the U.S., which lowered the U.S. corporate tax rate from
35.0% to 21.0% effective January 1, 2018. Accordingly, we adjusted our deferred tax asset and liability balances in 2017 to
reflect this rate change.
We establish or adjust valuation allowances for deferred tax assets when we estimate that it is more likely than not that future
taxable income will be insufficient to fully use a deduction or credit in a specific jurisdiction. In assessing the need for the
recognition of a valuation allowance for deferred tax assets, we consider whether it is more likely than not that some portion, or
all, of the deferred tax assets will not be realized and adjust the valuation allowance accordingly. We evaluate all significant
available positive and negative evidence as part of our analysis. Negative evidence includes the existence of losses in recent
years. Positive evidence includes the forecast of future taxable income by jurisdiction, tax-planning strategies that would result in
the realization of deferred tax assets and the presence of taxable income in prior carryback years. The underlying assumptions we
use in forecasting future taxable income require significant judgment and take into account our recent performance. The ultimate
realization of deferred tax assets depends on the generation of future taxable income during the periods in which temporary
differences are deductible or creditable.
Intangible Assets/Earnout Obligations - See Intangible Assets in Note 1 to our 2017 consolidated financial statements.
Current accounting guidance related to business combinations requires us to estimate and recognize the fair value of liabilities
related to potential earnout obligations as of the acquisition dates for all of our acquisitions subject to earnout provisions. The
maximum potential earnout payables disclosed in the notes to our consolidated financial statements represent the maximum
amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable
acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future operating results of
the acquired entities over a two- to three-year period subsequent to the acquisition date, are measured at fair value as of the
acquisition date and are included on that basis in the recorded purchase price consideration. We will record subsequent changes
in these estimated earnout obligations, including the accretion of discount, in our consolidated statement of earnings when
incurred.
The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers
of the acquired entities in accordance with the provisions outlined in the respective purchase agreements. In determining fair
value, we estimate the acquired entity’s future performance using financial projections that are developed by management for the
acquired entity and market participant assumptions that are derived for revenue growth and/or profitability. We estimate future
payments using the earnout formula and performance targets specified in each purchase agreement and these financial
projections. We then discount these payments to present value using a risk-adjusted rate that takes into consideration market-
based rates of return that reflect the ability of the acquired entity to achieve the targets. Changes in financial projections, market
participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the
fair value of recorded earnout obligations. See Note 3 to our 2017 consolidated financial statements for additional discussion on
our 2017 business combinations.
Business Combinations and Dispositions
See Note 3 to our 2017 consolidated financial statements for a discussion of our 2017 business combinations. We did not have
any material dispositions in 2017, 2016 and 2015.
34
Results of Operations
Information Regarding Non-GAAP Measures and Other
In the discussion and analysis of our results of operations that follows, in addition to reporting financial results in accordance with
GAAP, we provide information regarding EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin,
diluted net earnings per share, as adjusted (adjusted EPS) for the brokerage and risk management segments, adjusted revenues,
adjusted compensation and operating expenses, adjusted compensation expense ratio, adjusted operating expense ratio and
organic revenue measures for each operating segment. These measures are not in accordance with, or an alternative to, the GAAP
information provided in this report. We believe that these presentations provide useful information to management, analysts and
investors regarding financial and business trends relating to our results of operations and financial condition. Our industry peers
may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not
use the same or comparable terminology and may not make identical adjustments. The non-GAAP information we provide
should be used in addition to, but not as a substitute for, the GAAP information provided. As disclosed in our most recent Proxy
Statement, we do not make determinations regarding executive officer incentive compensation on the basis of “adjusted”
measures such as those described below in “Adjusted revenues and expenses” or “Adjusted EBITDAC”. Instead, incentive
compensation determinations for executive officers are made on the basis of revenue and EBITDAC in 2017 and EBITAC (prior
to 2017) (defined as earnings before interest, taxes, amortization and change in estimated earnout payables) for the combined
brokerage and risk management segments.
Adjusted Non-GAAP presentation - We believe that the adjusted Non-GAAP presentation of our 2017, 2016 and 2015
information, presented on the following pages, provides stockholders and other interested persons with useful information
regarding certain financial metrics that may assist such persons in analyzing our operating results as they develop a future
earnings outlook for us. The after-tax amounts related to the adjustments were computed using the normalized effective tax rate
for each respective period.
• Adjusted revenues and expenses - We define these measures as revenues, compensation expense and operating
expense, respectively, each adjusted to exclude the following:
o Net gains realized from sales of books of business, which are primarily net proceeds received related to sales of
books of business and other divestiture transactions.
o Acquisition integration costs, which include costs related to certain of our large acquisitions, outside the scope of
our usual tuck-in strategy, not expected to occur on an ongoing basis in the future once we fully assimilate the
applicable acquisition. These costs are typically associated with redundant workforce, extra lease space, duplicate
services and external costs incurred to assimilate the acquisition with our IT related systems.
o Workforce related charges, which primarily include severance costs related to employee terminations and other
costs associated with redundant workforce.
o Lease termination related charges, which primarily include costs related to terminations of real estate leases and
abandonment of leased space.
o Acquisition related adjustments, which include change in estimated acquisition earnout payables adjustments,
impacts of acquisition valuation true-ups, impairment charges and acquisition related compensation charges.
o The impact of foreign currency translation, as applicable. The amounts excluded with respect to foreign currency
translation are calculated by applying current year foreign exchange rates to the same periods in the prior year.
o For the litigation settlement, home office lease termination/move and tax adjustments for the corporate segment, see
page 52 for a more detailed description of their nature.
• Adjusted ratios - Adjusted compensation expense ratio and adjusted operating expense ratio, respectively, each divided
by adjusted revenues.
Non-GAAP Earnings Measures
• EBITDAC and EBITDAC Margin - EBITDAC is net earnings before interest, income taxes, depreciation,
amortization and the change in estimated acquisition earnout payables and EBITDAC margin is EBITDAC divided by
total revenues. These measures for the brokerage and risk management segments provide a meaningful representation of
our operating performance and, for the overall business, provide a meaningful way to measure its financial performance
on an ongoing basis.
• Adjusted EBITDAC and Adjusted EBITDAC Margin - Adjusted EBITDAC is EBITDAC adjusted to exclude gains
realized from sales of books of business, acquisition integration costs, workforce related charges, lease termination
related charges, acquisition related adjustments, and the period-over-period impact of foreign currency translation, as
applicable, and Adjusted EBITDAC margin is Adjusted EBITDAC divided by total adjusted revenues (defined above).
These measures for the brokerage and risk management segments provide a meaningful representation of our operating
35
performance, and are also presented to improve the comparability of our results between periods by eliminating the
impact of the items that have a high degree of variability.
• Adjusted EPS for the Brokerage and Risk Management segments - We define this measure as net earnings adjusted
to exclude the after-tax impact of gains realized from sales of books of business, acquisition integration costs, workforce
related charges, lease termination related charges and acquisition related adjustments, the period-over-period impact of
foreign currency translation, as applicable, divided by diluted weighted average shares outstanding. This measure
provides a meaningful representation of our operating performance (and as such should not be used as a measure of our
liquidity), and is also presented to improve the comparability of our results between periods by eliminating the impact of
the items that have a high degree of variability.
Organic Revenues (a non-GAAP Measure) - For the brokerage segment, organic change in base commission and fee revenues
excludes the first twelve months of net commission and fee revenues generated from acquisitions 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 our
business in both the current and prior year. In addition, change in base commission and fee revenue organic growth excludes the
period-over-period impact of foreign currency translation. For the risk management segment, organic change in fee revenues
excludes the first twelve months of fee revenues generated from acquisitions and the fee revenues related to operations disposed
of in each year presented. In addition, change in organic growth excludes the impact of, and the period-over-period impact of
foreign currency translation to improve the comparability of our results between periods by eliminating the impact of the items
that have a high degree of variability, or due to the limited-time nature of these revenue sources.
These revenue items are excluded from organic revenues in order to determine a comparable, but non-GAAP, measurement of
revenue growth that is associated with the revenue sources that are expected to continue in 2018 and beyond. We have
historically viewed organic revenue growth as an important indicator when assessing and evaluating the performance of our
brokerage and risk management segments. We also believe that using this non-GAAP measure allows readers of our financial
statements to measure, analyze and compare the growth from our brokerage and risk management segments in a meaningful and
consistent manner.
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This report includes tabular reconciliations to the
most comparable GAAP measures for adjusted revenues, adjusted compensation expense and adjusted operating expense,
EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share (as adjusted) and
organic revenue measures.
Brokerage Segment
The brokerage segment accounted for 62% of our revenue in 2017. Our brokerage segment is primarily comprised of retail and
wholesale brokerage operations. Our retail brokerage operations negotiate and place property/casualty, employer-provided health
and welfare insurance and retirement solutions, principally for middle-market commercial, industrial, public entity, religious and
not-for-profit entities. Many of our retail brokerage clients choose to place their insurance with insurance underwriters, while
others choose to use alternative vehicles such as self-insurance pools, risk retention groups or captive underwriting enterprises.
Our wholesale brokerage operations assist our brokers and other unaffiliated brokers and agents in the placement of specialized,
unique and hard-to-place insurance programs.
Our primary sources of compensation for our retail brokerage services are commissions paid by underwriting enterprises, which
are usually based upon a percentage of the premium paid by insureds, and brokerage and advisory fees paid directly by our
clients. For wholesale brokerage services, we generally receive a share of the commission paid to the retail broker from the
insurer. Commission rates are dependent on a number of factors, including the type of insurance, the particular underwriting
enterprise underwriting the policy and whether we act as a retail or wholesale broker. Advisory fees are dependent on the extent
and value of services we provide. In addition, under certain circumstances, both retail brokerage and wholesale brokerage
services receive supplemental and contingent revenues. Supplemental revenue is revenue paid by an underwriting enterprise that
is above the base commission paid, is determined by the underwriting enterprise and is established annually in advance of the
contractual period based on historical performance criteria. Contingent revenue is revenue paid by an underwriting enterprise
based on the overall profit and/or volume of the business placed with that underwriting enterprise during a particular calendar
year and is determined after the contractual period.
Litigation and Regulatory Matters - A portion of our brokerage business includes the development and management of “micro-
captives,” through operations we acquired in 2010 in our acquisition of the assets of Tribeca Strategic Advisors (Tribeca). A
“captive” is an underwriting enterprise that insures the risks of its owner, affiliates or a group of companies. Micro-captives are
captive underwriting enterprises that are subject to taxation only on net investment income under IRC Section 831(b). Our micro-
captive advisory services are under investigation by the Internal Revenue Service (IRS). Additionally, the IRS has initiated audits
for the 2012 tax year of over 100 of the micro-captive underwriting enterprises organized and/or managed by us. Among other
matters, the IRS is investigating whether we have been acting as a tax shelter promoter in connection with these operations.
While the IRS has not made specific allegations relating to our operations or the pre-acquisition activities of Tribeca, if the IRS
were to successfully assert that the micro-captives organized and/or managed by us do not meet the requirements of IRC Section
36
831(b), we could be subject to monetary claims by the IRS and/or our micro-captive clients, and our future earnings from our
micro-captive operations could be materially adversely affected, any of which event could negatively impact the overall captive
business and adversely affect our consolidated results of operations and financial condition. We may also experience lost
earnings due to the negative effect of an extended IRS investigation on our clients’ and potential clients’ businesses. Annual
renewals for micro-captive clients generally occur during the fourth quarter. Therefore, any negative impact from this
investigation would likely have a disproportionate impact on fourth-quarter results. In 2017, 2016 and 2015, our micro-captive
operations contributed less than $3.5 million of net earnings and less than $5.0 million of EBITDAC to our consolidated results in
any one year. Due to the fact that the IRS has not made any allegation against us or completed all of its audits of our clients, we
are not able to reasonably estimate the amount of any potential loss in connection with this investigation.
Financial information relating to our brokerage segment results for 2017, 2016 and 2015 (in millions, except per share,
percentages and workforce data):
Statement of Earnings
2017
2016
Change
2016
2015
Change
Commissions
Fees
Supplemental revenues
Contingent revenues
Investment income
Gains realized on books of business sales
$
2,627.1
868.8
163.7
111.8
55.7
3.4
$
2,439.1
775.7
147.0
107.2
52.3
6.6
$
188.0
93.1
16.7
4.6
3.4
(3.2)
$
2,439.1
775.7
147.0
107.2
52.3
6.6
$
2,338.7
705.8
125.5
93.7
53.6
6.7
$
100.4
69.9
21.5
13.5
(1.3)
(0.1)
Total revenues
Compensation
Operating
Depreciation
Amortization
Change in estimated acquisition
earnout payables
Total expenses
Earnings before income taxes
Provision for income taxes
Net earnings
Net earnings attributable to
noncontrolling interests
Net earnings attributable to
controlling interests
3,830.5
2,217.2
613.9
61.8
261.8
29.3
3,184.0
646.5
222.5
424.0
3,527.9
2,041.8
600.9
57.2
244.7
32.1
2,976.7
551.2
194.1
357.1
8.1
3.6
302.6
175.4
13.0
4.6
17.1
(2.8)
207.3
95.3
28.4
66.9
4.5
3,527.9
2,041.8
600.9
57.2
244.7
32.1
2,976.7
551.2
194.1
357.1
3,324.0
1,939.7
638.1
54.4
237.3
41.1
2,910.6
413.4
145.3
268.1
203.9
102.1
(37.2)
2.8
7.4
(9.0)
66.1
137.8
48.8
89.0
3.6
1.7
1.9
$
415.9
$
353.5
$
62.4
$
353.5
$
266.4
$
87.1
Diluted net earnings per share
$
2.28
$
1.98
$
0.30
$
1.98
$
1.54
$
0.44
Other Information
Change in diluted net earnings per share
Growth in revenues
Organic change in commissions and fees
Compensation expense ratio
Operating expense ratio
Effective income tax rate
Workforce at end of
15%
9%
4%
58%
16%
34%
29%
6%
3%
58%
17%
35%
29%
6%
3%
58%
17%
35%
(9%)
15%
3%
58%
19%
35%
period (includes acquisitions) *
Identifiable assets at December 31
20,049
10,336.4
$
18,635
9,183.4
$
18,635
9,183.4
$
17,841
8,969.7
$
* Prior to September 1, 2016, most of our India-based workforce was provided by a third party on a cost-pass-through basis.
During 2016, we consummated a transaction whereby we now directly employ those associates thereby adding
approximately 2,700 employees to our global workforce counts, of which approximately 2,200 employees were included in
the 2016 number above. We revised the workforce number as of December 31, 2015 to conform to the current period
presentation.
37
The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for
2017, 2016 and 2015 (in millions):
2017
2016
Change
2016
2015
Change
Net earnings, as reported
Provision for income taxes
Depreciation
Amortization
Change in estimated acquisition
earnout payables
EBITDAC
Gains from books of business sales
Acquisition integration
Acquisition related adjustments
Workforce and lease termination
related charges
Levelized foreign currency translation
$
424.0
222.5
61.8
261.8
$
357.1
194.1
57.2
244.7
18.7%
$
357.1
194.1
57.2
244.7
$
268.1
145.3
54.4
237.3
12.9%
29.3
999.4
(3.4)
14.8
9.1
30.1
-
32.1
885.2
(6.6)
45.7
3.7
20.7
(4.2)
32.1
885.2
(6.6)
45.7
3.7
20.7
-
41.1
746.2
(6.7)
100.9
3.4
23.0
(10.0)
33.2%
18.6%
EBITDAC, as adjusted
$
1,050.0
$
944.5
11.2%
$
948.7
$
856.8
10.7%
Net earnings margin, as reported
EBITDAC margin, as adjusted
11.1%
27.4%
10.1% +95 bpts
26.9% +52 bpts
10.1%
26.9%
8.1% +205 bpts
26.5% +43 bpts
Reported revenues
$
3,830.5
$
3,527.9
$
3,527.9
$
3,324.0
Adjusted revenues - see page 31
$
3,827.1
$
3,508.1
$
3,521.3
$
3,232.0
Acquisition integration costs include costs related to our July 2, 2014 acquisition of Noraxis Capital Corporation (which we refer
to as Noraxis), our June 16, 2014 acquisition of the Crombie/OAMPS operations (which we refer to as Crombie/OAMPS), our
April 1, 2014 acquisition of Oval Group of Companies (which we refer to as Oval), our November 14, 2013 acquisition of the
Giles Group of Companies (which we refer to as Giles) and our August 1, 2015 acquisition of William Gallagher Associates
Insurance Brokers (which we refer to WGA) that we incurred until we fully assimilated these acquisitions into our operations.
These costs related to on-boarding of employees, communication system conversion costs, related performance compensation,
redundant workforce, extra lease space, duplicate services and external costs incurred to assimilate the acquired businesses with
our IT related systems. The WGA integration costs in 2017 totaled $1.3 million and were primarily related to retention and
incentive compensation. The Crombie/OAMPS integration costs in 2017 totaled $1.3 million, and were primarily related to
technology costs and incentive compensation. The Giles and Oval integration costs in 2017 totaled $12.2 million and were
primarily related to the consolidation of offices in the U.K., technology costs, branding and incentive compensation. The WGA
integration costs in 2016 totaled $5.0 million and were primarily related to retention and incentive compensation. The Noraxis
integration costs in 2016 totaled $1.9 million and were primarily related to the consolidation of offices, technology costs and
incentive compensation. The Crombie/OAMPS integration costs in 2016 totaled $3.2 million, and were primarily related to
technology costs and incentive compensation. The Giles and Oval integration costs in 2016 totaled $35.6 million and were
primarily related to the consolidation of offices in the U.K., technology costs, branding and incentive compensation. The Noraxis
integration costs in 2015 totaled $7.4 million and were primarily related to the consolidation of offices, technology costs and
incentive compensation. The Crombie/OAMPS integration costs in 2015 totaled $23.4 million, and were primarily related to
technology costs and incentive compensation. The Giles and Oval integration costs in 2015 totaled $69.0 million and were
primarily related to the consolidation of offices in the U.K., technology costs, branding and incentive compensation.
Commissions and fees - The aggregate increase in commissions and fees for 2017 was due to revenues associated with
acquisitions that were made during 2016 and 2017 ($166.5 million) and organic revenue growth. Commissions and fees in 2017
included new business production of $378.9 million, which was offset by lost business and renewal rate decreases of
$264.3 million. The aggregate increase in commissions and fees for 2016 was principally due to revenues associated with
acquisitions that were made during 2015 and 2016 ($173.2 million). Commissions and fees in 2016 included new business
production of $359.7 million, which was offset by lost business and renewal rate decreases of $362.6 million. The aggregate
increase in commissions and fees for 2015 was principally due to revenues associated with acquisitions that were made during
2014 and 2015 ($390.6 million). Commissions and fees in 2015 included new business production of $345.2 million, which was
offset by lost business and renewal rate decreases of $287.3 million. Commission revenues increased 8% and fee revenues
increased 12% in 2017 compared to 2016, respectively. Commission revenues increased 4% and fee revenues increased 10% in
2016 compared to 2015, respectively. The organic change in base commission and fee revenues was 4% in 2017, 3% in 2016 and
3% in 2015.
38
Items excluded from organic revenue computations yet impacting revenue comparisons for 2017, 2016 and 2015 include the
following (in millions):
2017 Organic Revenue
2016 Organic Revenue
2017
2016
Change
2016
2015
Change
Base Commissions and Fees
Commission and fees, as reported
Less commission and fee revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
$
3,495.9
(166.5)
-
-
$
3,214.8
-
(3.8)
(12.9)
Organic base commission and fees
$
3,329.4
$
3,198.1
S upplemental revenues
S upplemental revenues, as reported
Less supplemental revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
$
163.7
(2.5)
-
-
$
147.0
-
(0.5)
(1.5)
8.7%
4.1%
11.4%
$
3,214.8
(173.2)
-
-
$
3,044.5
5.6%
-
(3.3)
(78.7)
$
3,041.6
$
2,962.5
$
147.0
(1.5)
-
-
$
125.5
-
(0.3)
(6.3)
2.7%
17.1%
Organic supplemental revenues
$
161.2
$
145.0
11.2%
$
145.5
$
118.9
22.4%
Contingent revenues
Contingent revenues, as reported
Less contingent revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
$
111.8
(5.8)
-
-
$
107.2
-
(2.9)
(0.6)
4.3%
$
107.2
(7.6)
-
-
$
93.7
-
(0.2)
(1.0)
14.4%
Organic contingent revenues
$
106.0
$
103.7
2.2%
$
99.6
$
92.5
7.7%
Total reported commissions, fees,
supplemental revenues and
contingent revenues
$
3,771.4
$
3,469.0
8.7%
$
3,469.0
$
3,263.7
6.3%
Less commission and fee revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
(174.8)
-
-
-
(7.2)
(15.0)
(182.3)
-
-
-
(3.8)
(86.0)
Total organic commissions, fees
supplemental revenues and
contingent revenues
$
3,596.6
$
3,446.8
4.4%
$
3,286.7
$
3,173.9
3.6%
39
2016 Organic Revenue
2015 Organic Revenue
2016
2015
Change
2015
2014
Change
Base Commissions and Fees
Commission and fees, as reported
Less commission and fee revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
$
3,214.8
(173.2)
-
-
$
3,044.5
-
(3.3)
(78.7)
Organic base commission and fees
$
3,041.6
$
2,962.5
S upplemental revenues
S upplemental revenues, as reported
Less supplemental revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
$
147.0
(1.5)
-
-
$
125.5
-
(0.3)
(6.3)
5.6%
2.7%
17.1%
$
3,044.5
(390.6)
-
-
$
2,660.0
-
(9.1)
(82.1)
$
2,653.9
$
2,568.8
$
125.5
(9.1)
-
-
$
104.0
-
-
(3.5)
14.5%
3.3%
20.7%
Organic supplemental revenues
$
145.5
$
118.9
22.4%
$
116.4
$
100.5
15.8%
Contingent revenues
Contingent revenues, as reported
Less contingent revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
$
107.2
(7.6)
-
-
$
93.7
-
(0.2)
(1.0)
14.4%
$
93.7
(11.6)
-
-
$
84.7
-
-
(1.4)
10.6%
Organic contingent revenues
$
99.6
$
92.5
7.7%
$
82.1
$
83.3
-1.4%
Total reported commissions, fees,
supplemental revenues and
contingent revenues
$
3,469.0
$
3,263.7
6.3%
$
3,263.7
$
2,848.7
14.6%
Less commission and fee revenues from acquisitions
Less disposed of operations
Levelized foreign currency translation
(182.3)
-
-
-
(3.8)
(86.0)
(411.3)
-
-
-
(9.1)
(87.0)
Total organic commissions, fees
supplemental revenues and
contingent revenues
$
3,286.7
$
3,173.9
3.6%
$
2,852.4
$
2,752.6
3.6%
Acquisition Activity
Number of acquisitions closed *
Estimated annualized revenues acquired (in millions)
2017
2016
2015
36
159.0
$
37
137.9
$
42
223.2
$
* For 2017 and 2016, we issued 1,041,000 shares and 1,998,000 shares, respectively, in connection with tax-free exchange
acquisitions and repurchased 273,000 shares and 2,265,000 shares, respectively, to partially offset the impact of the issued
shares. For 2015, we issued 7,300,000 shares in connection with tax-free exchange acquisitions and earnout payments.
We did not repurchase any shares in 2015.
Supplemental and contingent revenues - Reported supplemental and contingent revenues recognized in 2017, 2016 and 2015
by quarter are as follows (in millions):
Q1
Q2
Q3
Q4
Full Year
2017
Reported supplemental revenues
Reported contingent revenues
Reported supplemental and
contingent revenues
$
34.5
53.4
$
41.5
29.5
$
39.9
13.5
$
47.8
15.4
$
163.7
111.8
$
87.9
$
71.0
$
53.4
$
63.2
$
275.5
40
2016
Reported supplemental revenues
Reported contingent revenues
Reported supplemental and
contingent revenues
2015
Reported supplemental revenues
Reported contingent revenues
Reported supplemental and
contingent revenues
Q1
Q2
Q3
Q4
Full Year
$
32.9
55.2
$
38.6
25.1
$
35.3
16.4
$
40.2
10.5
$
147.0
107.2
$
88.1
$
63.7
$
51.7
$
50.7
$
254.2
$
26.9
44.5
$
34.8
22.8
$
29.2
14.5
$
34.6
11.9
$
125.5
93.7
$
71.4
$
57.6
$
43.7
$
46.5
$
219.2
Investment income and gains realized on books of business sales - This primarily represents interest income earned on cash,
cash equivalents and restricted funds, interest income from premium financing and one-time gains related to sales of books of
business, which were $3.4 million, $6.6 million and $6.7 million in 2017, 2016 and 2015, respectively. Investment income in
2017 increased compared to 2016 primarily due to increases in interest income from our premium financing business. Investment
income in 2016 decreased compared to 2015 primarily due to decreases in interest income from our premium financing business
and in interest income earned on client held funds, both of which were related to a decline in interest rates in Australia and New
Zealand.
Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing
2017 and 2016 compensation expense and 2016 and 2015 compensation expense (in millions):
Compensation expense, as reported
Acquisition integration
Workforce related charges
Acquisition related adjustments
Levelized foreign currency translation
Compensation expense, as adjusted
Reported compensation expense ratios
Adjusted compensation expense ratios
2017
2016
2016
2015
$
2,217.2
$
2,041.8
$
2,041.8
$
1,939.7
(7.6)
(21.4)
(9.1)
-
(16.9)
(17.5)
(3.7)
(11.8)
(16.9)
(17.5)
(3.7)
-
(38.3)
(20.0)
(3.4)
(52.9)
$
2,179.1
$
1,991.9
$
2,003.7
$
1,825.1
57.9%
56.9%
57.9%
56.8%
57.9%
56.9%
58.4%
56.5%
Reported revenues
$
3,830.5
$
3,527.9
$
3,527.9
$
3,324.0
Adjusted revenues - see page 31
$
3,827.1
$
3,508.1
$
3,521.3
$
3,232.0
The increase in compensation expense in 2017 compared to 2016 was primarily due to an increase in the average number of
employees, salary increases, one-time compensation payments and increases in incentive compensation linked to our overall
operating results ($149.6 million in the aggregate), increases in employee benefits expense ($15.8 million), deferred
compensation ($6.4 million), severance related costs ($3.9 million) and stock compensation expense ($0.9 million), partially
offset by decreases in temporary staffing ($1.2 million). The increase in employee headcount in 2017 compared to 2016
primarily relates to the addition of employees associated with the acquisitions that we completed in 2017 and new production
hires.
The increase in compensation expense in 2016 compared to 2015 was primarily due to an increase in the average number of
employees, salary increases, one-time compensation payments and increases in incentive compensation linked to our overall
operating results ($81.1 million in the aggregate), increases in employee benefits expense ($15.7 million), stock compensation
expense ($4.7 million), deferred compensation ($3.5 million) and temporary staffing ($0.5 million), partially offset by decreases
in severance related costs ($2.5 million) and earnout related compensation expense ($0.9 million). The increase in employee
headcount in 2016 compared to 2015 primarily relates to the addition of employees associated with the acquisitions that we
completed in 2016 and new production hires.
41
Operating expense - The following provides non-GAAP information that management believes is helpful when comparing 2017
and 2016 operating expense and 2016 and 2015 operating expense (in millions):
Operating expense, as reported
Acquisition integration
Workforce and lease termination related charges
Levelized foreign currency translation
Operating expense, as adjusted
Reported operating expense ratios
Adjusted operating expense ratios
Reported revenues
2017
2016
2016
2015
$
613.9
$
600.9
$
.
600.9
$
638.1
(7.2)
(8.7)
-
(28.8)
(3.2)
2.8
(28.8)
(3.2)
-
(62.6)
(3.0)
(22.4)
$
598.0
$
571.7
$
568.9
$
550.1
16.0%
15.6%
17.0%
16.3%
17.0%
16.2%
19.2%
17.0%
$
3,830.5
$
3,527.9
$
3,527.9
$
3,324.0
Adjusted revenues - see page 31
$
3,827.1
$
3,508.1
$
3,521.3
$
3,232.0
The increase in operating expense in 2017 compared to 2016 was due primarily to unfavorable foreign currency translation
($4.6 million), increases in lease termination charges ($5.5 million), meeting and client entertainment expenses ($4.9 million),
technology expenses ($4.8 million), employee expense ($4.3 million), outside consulting fees ($2.8 million), bad debt expense
($2.7 million), licenses and fees ($0.9 million), outside services expense ($0.8 million), partially offset by decreases in other
expense ($6.7 million), real estate expenses ($5.2 million), business insurance ($3.7 million), office supplies ($2.4 million) and
premium financing interest expense ($0.1 million). Also contributing to the increase in operating expense in 2017 were increased
expenses associated with the acquisitions completed in 2017.
The decrease in operating expense in 2016 compared to 2015 was due primarily to favorable foreign currency translation
($3.2 million), decreases in business insurance ($15.3 million), technology expenses ($11.4 million), professional and banking
fees ($5.6 million), licenses and fees ($3.7 million), other expense ($3.4 million), bad debt expense ($2.4 million), employee
expense ($1.0 million), premium financing interest expense ($0.7 million), real estate expenses ($0.3 million), partially offset by
increases in meeting and client entertainment expenses ($4.2 million), outside consulting fees ($2.9 million), office supplies
($1.3 million) and lease termination charges ($0.2 million). Also contributing to the increase in operating expense in 2016 were
increased expenses associated with the acquisitions completed in 2016.
Depreciation - The increases in depreciation expense in 2017 compared to 2016 and in 2016 compared to 2015 were due
primarily to the purchases of furniture, equipment and leasehold improvements related to office expansions and moves, and
expenditures related to upgrading computer systems. Also contributing to the increases in depreciation expense in 2017, 2016
and 2015 were the depreciation expenses associated with acquisitions completed during these years.
Amortization - The increases in amortization in 2017 compared to 2016 and in 2016 compared to 2015 were due primarily to
amortization expense of intangible assets associated with acquisitions completed during these years. Expiration lists,
non-compete agreements and trade names are amortized using the straight-line method over their estimated useful lives (three to
fifteen years for expiration lists, three to five years for non-compete agreements and five to ten years for trade names). Based on
the results of impairment reviews in 2017, 2016 and 2015, we wrote off $6.2 million, $1.8 million and $11.5 million of
amortizable intangible assets related to the brokerage segment acquisitions.
Change in estimated acquisition earnout payables - The change in the expense from the change in estimated acquisition
earnout payables in 2017 compared to 2016 and 2016 compared to 2015 was due primarily to adjustments made to the estimated
fair value of earnout obligations related to revised projections of future performance. During 2017, 2016 and 2015, we
recognized $19.7 million, $16.9 million and $16.2 million, respectively, of expense related to the accretion of the discount
recorded for earnout obligations in connection with our 2017, 2016 and 2015 acquisitions. During 2017, 2016 and 2015, we
recognized $9.6 million, $15.2 million and $24.9 million of expense, respectively, related to net adjustments in the estimated fair
market values of earnout obligations in connection with revised projections of future performance for 106, 101 and 103
acquisitions, respectively.
42
The amounts initially recorded as earnout payables for our 2014 to 2017 acquisitions were measured at fair value as of the
acquisition date and are primarily based upon the estimated future operating results of the acquired entities over a two- to
three-year period subsequent to the acquisition date. The fair value of these earnout obligations is based on the present value of
the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the
respective purchase agreements. In determining fair value, we estimate the acquired entity’s future performance using financial
projections developed by management for the acquired entity and market participant assumptions that were derived for revenue
growth and/or profitability. We estimate future earnout payments using the earnout formula and performance targets specified in
each purchase agreement and these financial projections. Subsequent changes in the underlying financial projections or
assumptions will cause the estimated earnout obligations to change and such adjustments are recorded in our consolidated
statement of earnings when incurred. Increases in the earnout payable obligations will result in the recognition of expense and
decreases in the earnout payable obligations will result in the recognition of income.
Provision for income taxes - We allocate the provision for income taxes to the brokerage segment using local statutory rates.
The brokerage segment’s effective tax rate in 2017, 2016 and 2015 was 34.4% (34.9% on a controlling basis), 35.2% (35.4% on a
controlling basis) and 35.1%, respectively. In fourth quarter 2017, new tax legislation was enacted in the U.S., which lowered the
U.S. corporate tax rate from 35.0% to 21.0% effective January 1, 2018. The impact of the adjustment of our deferred tax asset
and liability balances in 2017 to reflect the U.S. rate change on the provision for income taxes in the brokerage segment was
immaterial. See the U.S. Federal income tax law changes and SEC Staff Accounting Bulletin No. 118 in the Corporate Segment
below for an additional discussion of the impact of the U.S. enacted tax legislation commonly referred to as the Tax Cuts and
Jobs Act. We anticipate reporting an effective tax rate on adjusted results of approximately 24.0% to 26.0% in our brokerage
segment for the foreseeable future. In 2016, new tax legislation was enacted in the U.K., which will decrease the U.K.
corporation tax rate from 18.0% to 17.0% effective April 1, 2020. Accordingly, we adjusted our deferred tax asset and liability
balances in 2016 to reflect these rate changes, which decreased the provision for income taxes in the brokerage segment by
$1.5 million, or $0.01 per share. In 2015, new tax legislation was enacted in the U.K., which lowered the U.K. corporation tax
rate from 20.0% to 19.0% effective April 1, 2017 and from 19.0% to 18.0% effective April 1, 2020. Accordingly, we adjusted
our deferred tax asset and liability balances in 2015 to reflect these rate changes, which decreased the provision for income taxes
in the brokerage segment by $4.2 million, or $0.02 per share.
Net earnings attributable to noncontrolling interests - The amounts reported in this line for 2017, 2016 and 2015 include non-
controlling interest earnings of $8.1 million, $3.6 million and $1.7 million, respectively, primarily related to our investment in
Capsicum Reinsurance Brokers LLP (which we refer to as Capsicum). We are partners in this venture with Grahame Chilton, the
CEO of our International Brokerage Division. We are the controlling partner, participating in 33% of Capsicum’s net operating
results and Mr. Chilton owns approximately 50% of Capsicum.
43
Risk Management Segment
The risk management segment accounted for 13% of our revenue in 2017. The risk management segment provides contract claim
settlement and administration services for enterprises that choose to self-insure some or all of their property/casualty coverages
and for underwriting enterprises that choose to outsource some or all of their property/casualty claims departments. In addition,
this segment generates revenues from integrated disability management programs, information services, risk control consulting
(loss control) services and appraisal services, either individually or in combination with arising claims. Revenues for risk
management services are substantially in the form of fees that are generally negotiated in advance on a per-claim or per-service
basis, depending upon the type and estimated volume of the services to be performed. Our risk management segment also
provides risk management consulting services that are recognized as the services are delivered.
Financial information relating to our risk management segment results for 2017, 2016 and 2015 (in millions, except per share,
percentages and workforce data):
Statement of Earnings
2017
2016
Change
2016
2015
Change
Fees
Investment income
Total revenues
Compensation
Operating
Depreciation
Amortization
Change in estimated acquisition
earnout payables
Total expenses
Earnings before income taxes
Provision for income taxes
Net earnings
Net earnings attributable to
noncontrolling interests
Net earnings attributable to
controlling interests
$
768.0
0.6
$
717.1
1.0
$
50.9
(0.4)
$
717.1
1.0
$
726.5
0.6
$
(9.4)
0.4
768.6
446.9
189.2
31.1
2.9
1.6
671.7
96.9
37.0
59.9
718.1
424.5
171.4
27.2
2.5
-
625.6
92.5
35.3
3.0
57.2
-
-
50.5
22.4
17.8
3.9
0.4
1.6
46.1
4.4
1.7
2.7
-
718.1
424.5
171.4
27.2
2.5
-
625.6
92.5
35.3
57.2
-
727.1
427.2
180.8
24.3
3.0
(0.5)
634.8
92.3
35.1
57.2
-
(9.0)
(2.7)
(9.4)
2.9
(0.5)
0.5
(9.2)
0.2
0.2
(0.0)
-
$
59.9
$
57.2
$
2.7
$
57.2
$
57.2
$
(0.0)
Diluted earnings per share
$
0.33
$
0.32
$
0.01
$
0.32
$
0.33
$
(0.01)
Other information
Change in diluted earnings per share
Growth in revenues
Organic change in fees
Compensation expense ratio
Operating expense ratio
Effective income tax rate
Workforce at end of
period (includes acquisitions) *
Identifiable assets at December 31
3%
7%
5%
58%
25%
38%
(3%)
(1%)
1%
59%
24%
38%
(3%)
(1%)
1%
59%
24%
38%
18%
7%
11%
59%
25%
38%
5,872
735.2
$
5,449
666.4
$
5,449
666.4
$
5,439
660.1
$
* Prior to September 1, 2016, most of our India-based workforce was provided by a third party on a cost-pass-through basis.
During 2016, we consummated a transaction whereby we now directly employ those associates thereby adding
approximately 2,700 employees to our global workforce counts, of which approximately 300 employees were included in
the 2016 number above. We revised the workforce number as of December 31, 2015 to conform to the current period
presentation.
44
The following provides non-GAAP information that management believes is helpful when comparing 2017 and 2016 EBITDAC
and adjusted EBITAC and 2016 and 2015 EBITDAC and adjusted EBITDAC (in millions):
2015
2016
Change
2016
2015
Change
Net earnings, as reported
Provision for income taxes
Depreciation
Amortization
Change in estimated acquisition
earnout payables
Total EBITDAC
Workforce and lease termination
related charges
Client run-off/bankruptcy
Levelized foreign currency translation
$
59.9
37.0
31.1
2.9
$
57.2
35.3
27.2
2.5
1.6
132.5
0.9
-
-
-
122.2
2.2
-
0.6
4.7%
8.4%
$
57.2
35.3
27.2
2.5
$
57.2
35.1
24.3
3.0
-
122.2
2.2
-
-
(0.5)
119.1
2.9
4.0
(1.1)
0.0%
2.6%
EBITDAC, as adjusted
$
133.4
$
125.0
6.7%
$
124.4
$
124.9
-0.4%
Net earnings margin, as reported
EBITDAC margin, as adjusted
7.8%
17.4%
8.0% -18 bpts
17.4%
0 bpts
8.0%
17.3%
7.9% +10 bpts
17.3% +5 bpts
Reported revenues
$
768.6
$
718.1
$
718.1
$
727.1
Adjusted revenues - see page 31
$
768.6
$
720.1
$
718.1
$
723.4
Fees - The increase in fees for 2017 compared to 2016 was primarily due to new business of $69.5 million and higher
international performance bonus fees, which were partially offset by lost business of $30.5 million. The decrease in fees for 2016
compared to 2015 was primarily due to lost business of $68.2 million, which was offset by new business and the impact of
increased claim counts (total of $58.8 million) in 2016. Organic change in fee revenues was 5% in 2017, 1% in 2016 and 11% in
2015.
Items excluded from organic fee computations yet impacting revenue comparisons in 2017, 2016 and 2015 include the following
(in millions):
2017 Organic Revenue
2016 Organic Revenue
2017
2016
Change
2016
2015
Change
Fees
International performance bonus fees
$
762.7
5.3
$
713.5
3.6
Fees as reported
Less fees from acquisitions
Less client run-off
Levelized foreign currency translation
768.0
(11.9)
-
-
717.1
-
-
2.0
6.9%
47.2%
7.1%
$
713.5
3.6
$
710.9
15.6
0.4%
-76.9%
717.1
726.5
-1.3%
(3.1)
(0.1)
-
-
(16.7)
(4.7)
Organic fees
$
756.1
$
719.1
5.2%
$
713.9
$
705.1
1.3%
2016 Organic Revenue
2015 Organic Revenue
2016
2015
Change
2015
2014
Change
Fees
International performance bonus fees
$
713.5
3.6
$
710.9
15.6
0.4%
-76.9%
$
710.9
15.6
$
662.6
18.7
Fees as reported
717.1
726.5
-1.3%
Less fees from acquisitions
Less client run-off
Levelized foreign currency translation
(3.1)
(0.1)
-
-
(16.7)
(4.7)
726.5
(3.9)
(17.5)
-
681.3
-
(25.8)
(21.8)
7.3%
-16.6%
6.6%
Organic fees
$
713.9
$
705.1
1.3%
$
705.1
$
633.7
11.3%
Investment income - Investment income primarily represents interest income earned on our cash and cash equivalents.
Investment income in 2017 decreased compared to 2016 primarily due to lower levels of invested assets in 2017. Investment
income in 2016 increased compared to 2015 primarily due to higher levels of invested assets in 2016.
45
Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing
2017 and 2016 compensation expense and 2016 and 2015 compensation expense (in millions):
2017
2016
2016
2015
Compensation expense, as reported
$
446.9
$
424.5
$
424.5
$
427.2
Client run-off
Workforce and lease termination related charges
Levelized foreign currency translation
-
(0.9)
-
-
(1.9)
1.1
-
(1.9)
-
(0.7)
(2.2)
(2.6)
Compensation expense, as adjusted
$
446.0
$
423.7
$
422.6
$
421.7
Reported compensation expense ratios
Adjusted compensation expense ratios
58.1%
58.0%
59.1%
58.8%
59.1%
58.9%
58.8%
58.3%
Reported revenues
$
768.6
$
718.1
$
718.1
$
727.1
Adjusted revenues - see page 31
$
768.6
$
720.1
$
718.1
$
723.4
The increase in compensation expense in 2017 compared to 2016 was primarily due to increased headcount and increases in
salaries ($17.2 million in the aggregate), unfavorable foreign currency translation ($1.1 million), temporary-staffing expense
($2.1 million), deferred compensation ($1.3 million), employee benefits ($1.0 million) and stock compensation expense
($0.7 million), partially offset by a decrease in severance related costs ($1.0 million).
The decrease in compensation expense in 2016 compared to 2015 was primarily due to favorable foreign currency translation
($2.6 million) and decreases in salaries ($0.4 million), temporary-staffing expense ($2.2 million) and severance related costs
($0.3 million), partially offset by increased headcount, increases in employee benefits ($1.6 million), stock compensation expense
($0.9 million) and deferred compensation ($0.3 million).
Operating expense - The following provides non-GAAP information that management believes is helpful when comparing 2017
and 2016 operating expense and 2016 and 2015 operating expense (in millions):
2017
2016
2016
2015
Operating expense, as reported
$
189.2
$
171.4
$
171.4
$
180.8
Clinet run-off
Workforce and lease termination related charges
Levelized foreign currency translation
-
-
-
-
(0.3)
0.3
-
(0.3)
-
(2.3)
(0.7)
(1.0)
Operating expense, as adjusted
$
189.2
$
171.4
$
171.1
$
176.8
Reported compensation expense ratios
Adjusted compensation expense ratios
24.6%
24.6%
23.9%
23.8%
23.9%
23.8%
24.9%
24.4%
Reported revenues
$
768.6
$
718.1
$
718.1
$
727.1
Adjusted revenues - see page 31
$
768.6
$
720.1
$
718.1
$
723.4
The increase in operating expense in 2017 compared to 2016 was primarily due to increases in professional and banking fees
($7.6 million), outside consulting fees ($3.6 million), other expense ($2.2 million), employee expense ($1.7 million), technology
expenses ($0.9 million), meeting and client entertainment expense ($0.8 million), licenses and fees ($0.6 million), business
insurance ($0.6 million), office supplies ($0.6 million), outside services ($0.4 million), partially offset by decreases in real estate
expenses ($1.0 million), bad debt expense ($0.3 million) and lease termination related charges ($0.3 million).
The decrease in operating expense in 2016 compared to 2015 was primarily due to decreases in business insurance ($5.7 million),
other expense ($2.7 million), real estate expenses ($2.3 million), bad debt expense ($1.8 million), licenses and fees ($1.4 million),
meeting and client entertainment expense ($0.9 million), employee expense ($0.9 million), technology expenses ($0.4 million),
office supplies ($0.4 million), lease termination related charges ($0.4 million), partially offset by increases in professional and
banking fees ($4.4 million), outside consulting fees ($2.8 million) and outside services ($0.3 million).
Depreciation - Depreciation expense increased in 2017 compared to 2016 and 2016 compared to 2015, which reflects the impact
of purchases of furniture, equipment and leasehold improvements related to office expansions and moves and expenditures related
to upgrading computer systems.
Amortization - Amortization expense decreased in 2017 compared to 2016 and 2016 compared to 2015. Historically, the risk
management segment has made few acquisitions. In 2017, we made three acquisitions with annualized revenues of
approximately $13.3 million. We made no material acquisitions in this segment in 2016 or 2015. No indicators of impairment
were noted in 2017, 2016 or 2015.
46
Change in estimated acquisition earnout payables - The change in expense from the change in estimated acquisition earnout
payables in 2017 compared to 2016, and the increase in income resulting from the change in estimated acquisition earnout
payables in 2016 compared to 2015, were due primarily to adjustments made in 2017 and 2015 to the estimated fair value of an
earnout obligation related to a revised projections of future performance for two acquisitions. During 2017, we recognized
$0.5 million of expense related to the accretion of the discount recorded for earnout obligations in connection with our 2017 and
2015 acquisitions. During 2017 and 2015, we recognized $1.1 million of expense and $0.5 million of income, respectively,
related to net adjustments in the estimated fair value of earnout obligations related to revised projections of future performance
for two acquisitions.
Provision for income taxes - We allocate the provision for income taxes to the risk management segment using local statutory
rates. The risk management segment’s effective tax rate in 2017, 2016 and 2015 was 38.2%, 38.2% and 38.0%, respectively. In
fourth quarter 2017, new tax legislation was enacted in the U.S., which lowered the U.S. corporate tax rate from 35.0% to 21.0%
effective January 1, 2018. The impact of the adjustment of our deferred tax asset and liability balances in 2017 to reflect the U.S.
rate change on the provision for income taxes in the brokerage segment was immaterial. See the U.S. Federal income tax law
changes and SEC Staff Accounting Bulletin No. 118 in the Corporate Segment below for an additional discussion of the impact of
the U.S. enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act. We anticipate reporting an effective tax rate
on adjusted results of approximately 25.0% to 27.0% in our risk management segment for the foreseeable future.
47
Corporate Segment
The corporate segment reports the financial information related to our clean energy investments, our debt, and certain corporate
and acquisition-related activities. See Note 13 to our 2017 consolidated financial statements for a summary of our investments at
December 31, 2017 and 2016 and a detailed discussion of the nature of these investments. See Note 7 to our 2017 consolidated
financial statements for a summary of our debt at December 31, 2017 and 2016.
Financial information relating to our corporate segment results for 2017, 2016 and 2015 (in millions, except per share and
percentages):
Statement of Earnings
2017
2016
Change
2016
2015
Change
Revenues from consolidated clean
coal production plants
$
1,515.6
$
1,303.8
$
211.8
$
1,303.8
$
1,254.6
$
49.2
Royalty income from clean coal
licenses
Loss from unconsolidated
clean coal production plants
Other net revenues
Total revenues
Cost of revenues from consolidated
clean coal production plants
Compensation
Operating
Interest
Depreciation
Total expenses
Loss before income taxes
Benefit for income taxes
Net earnings
Net earnings attributable to
noncontrolling interests
Net earnings (loss) attributable to
46.4
(1.5)
-
48.1
(1.8)
(1.3)
(1.7)
0.3
1.3
48.1
(1.8)
(1.3)
57.5
(1.3)
30.5
1,560.5
1,348.8
211.7
1,348.8
1,341.3
1,635.9
88.2
49.4
124.1
28.2
1,925.8
(365.3)
(380.6)
15.3
1,408.6
72.6
25.4
109.8
19.2
1,635.6
(286.8)
(317.5)
30.7
227.3
15.6
24.0
14.3
9.0
290.2
(78.5)
(63.1)
(15.4)
1,408.6
72.6
25.4
109.8
19.2
1,635.6
(286.8)
(317.5)
30.7
1,351.5
62.0
21.8
103.0
15.2
1,553.5
(212.2)
(276.0)
63.8
(9.4)
(0.5)
(31.8)
7.5
57.1
10.6
3.6
6.8
4.0
82.1
(74.6)
(41.5)
(33.1)
28.0
27.0
1.0
27.0
30.6
(3.6)
controlling interests
$
(12.7)
$
3.7
$
(16.4)
$
3.7
$
33.2
$
(29.5)
Diluted net earnings (loss) per share
$
(0.07)
$
0.02
$
(0.09)
$
0.02
$
0.19
$
(0.17)
Identifiable assets at December 31
$
1,825.8
$
1,639.8
$
1,639.8
$
1,284.0
EBITDAC
Net earnings
Benefit for income taxes
Interest
Depreciation
EBITDAC
$
15.3
(380.6)
124.1
28.2
$
30.7
(317.5)
109.8
19.2
$
(15.4)
(63.1)
14.3
9.0
$
30.7
(317.5)
109.8
19.2
$
63.8
(276.0)
103.0
15.2
$
(33.1)
(41.5)
6.8
4.0
$
(213.0)
$
(157.8)
$
(55.2)
$
(157.8)
$
(94.0)
$
(63.8)
Revenues - Revenues in the corporate segment consist of the following:
• Revenues from consolidated clean coal production plants represents revenues from the consolidated IRC Section 45
facilities in which we have a majority ownership position and maintain control over the operations of the related plants,
including those that are currently not operating. When we relinquish control in connection with the sale of majority
ownership interests in our investments, we deconsolidate these operations.
The increases in 2017 and 2016 are due to increased production of clean coal.
48
• Royalty income from clean coal licenses represents revenues related to Chem-Mod LLC. We held a 46.5% controlling
interest in Chem-Mod. As Chem-Mod’s manager, we are required to consolidate its operations.
The decreases in royalty income in 2017 compared to 2016 and in 2016 compared to 2015, were due to reductions in
production of refined coal by Chem-Mod’s licensees.
Expenses related to royalty income of Chem-Mod were $2.3 million, $2.4 million and $3.0 million in 2017, 2016 and
2015, respectively. These expenses are included in the operating expenses discussed below.
• Loss from unconsolidated clean coal production plants represents our equity portion of the pretax operating results from
the unconsolidated clean coal production plants. The production of refined coal generates pretax operating losses.
The losses in 2017, 2016 and 2015 were low because the vast majority of our operations are now consolidated.
• Other net revenues include the following:
In 2017, we recorded a $0.2 million equity accounting loss related to one of our legacy investments, a $0.1 million gain
related to the liquidation of legacy investments and a $0.1 million gain on the sale of shares in a partially owned entity.
In 2016, we recorded $0.8 million of rental income related to our new headquarters facility. We also recognized
$0.8 million of equity basis accounting losses related to our legacy investments and we recognized a $1.3 million
impairment loss related to clean coal production plants, including engineering costs of $0.7 million incurred for two
locations that will not be used.
In 2015, we settled litigation against certain former U.K. executives and their advisors for a pretax $31.0 million gain
($22.3 million net of costs and taxes). Incremental expenses that arose in connection with this matter resulted in after-
tax charges of $8.8 million in 2017, which are presented as an adjustment to the corporate segment. Also in 2015, we
recognized $0.7 million of equity basis accounting losses related to our legacy investments and $0.2 million of rental
income related to our new headquarters facility.
Cost of revenues - Cost of revenues from consolidated clean coal production plants in 2017, 2016 and 2015 consists of the cost
of coal, labor, equipment maintenance, chemicals, supplies, management fees and depreciation incurred by the clean coal
production plants to generate the consolidated revenues discussed above, including the costs to run the leased facilities. The
increases in cost of revenues in 2017 compared to 2016 and in 2016 compared to 2015, were primarily due to increased
production.
Compensation expense - Compensation expense for 2017, 2016 and 2015, respectively, was $88.2 million, $72.6 million and
$62.0 million.
The $15.6 million increase in 2017 compensation expense compared to 2016 was primarily due to increased staffing, salary
increases and incentive compensation related to the implementation of a new accounting standard for revenue recognition, efforts
related to tax reform, efforts related to the new headquarters and clean-energy performance, and an increase in benefits expense.
The $10.6 million increase in 2016 compared to 2015 was primarily due to an increase in retention agreement compensation
related to the litigation settlement, an increase in incentive compensation due to clean energy performance and an increase in
benefits expense.
Operating expense - Operating expense for 2017 includes banking and related fees of $3.5 million, external professional fees
and other due diligence costs related to 2017 acquisitions of $10.6 million, other corporate and clean energy related expenses of
$10.0 million, $2.2 million for a biennial corporate-wide meeting, corporate related marketing costs of $4.0 million, one-time
costs of $12.2 million related to the new headquarters, $5.3 million of consulting expenses related to the new revenue recognition
accounting standard and tax reform and a $1.6 million net unrealized foreign exchange remeasurement loss.
Operating expense for 2016 includes banking and related fees of $3.2 million, external professional fees and other due diligence
costs related to 2016 acquisitions of $3.9 million, other corporate and clean energy related expenses of $5.7 million, $4.8 million
for a biennial corporate-wide meeting, corporate related marketing costs of $7.0 million and $0.8 million related to the litigation
settlement.
Operating expense for 2015 includes banking and related fees of $2.7 million, external professional fees and other due diligence
costs related to 2015 acquisitions of $3.7 million, other corporate and clean energy related expenses of $9.9 million, $3.8 million
for a biennial corporate-wide meeting and $1.7 million related to the litigation settlement.
49
Interest expense - The increase in interest expense in 2017 compared to 2016 and 2016 compared to 2015 was due to the
following:
Change in interest expense related to
Interest on borrowings from our Credit Agreement
Interest on the $275.0 million note funded on June 2, 2016
Interest on the $50.0 million 2016 maturity of the Series C
note that was paid off on November 30, 2016
Interest on the $100.0 million note funded on December 1, 2016
Interest on the $250.0 million notes funded on June 27, 2017
Interest on the $398.0 million note funded on August 2 and 4, 2017
Amortization of the hedge gain related to the August 2017 fundings
Interest on the $300.0 million 2017 maturity of the Series B note
that was paid off on August 3, 2017
Capitalization of interest costs related to the purchase and development
of our new headquarters building and other
2017 / 2016
2016 / 2015
$
1.9
5.1
$
2.2
7.2
(2.7)
3.2
5.3
6.5
(0.4)
(8.1)
3.5
(0.3)
0.3
-
-
-
-
(2.6)
Net change in interest expense
$
14.3
$
6.8
The capitalization of interest costs related to the purchase and development of our new corporate headquarters building that was
completed in early 2017.
Depreciation - The increase in depreciation expense in 2017 compared to 2016 primarily relates to the new corporate
headquarters that was placed in service in first quarter 2017 and to clean coal plants re-deployed in 2017 and 2016. The increase
in depreciation expense in 2016 compared to 2015 primarily relates to clean coal plants re-deployed in 2016 and 2015.
Benefit for income taxes - We allocate the provision for income taxes to the brokerage and risk management segments using
local statutory rates. As a result, the provision for income taxes for the corporate segment reflects the entire benefit to us of the
IRC Section 45 credits generated, because that is the segment which produced the credits. The law that provides for IRC
Section 45 tax credits substantially expires in December 2019 for our 14 2009 Era Plants and in December 2021 for our 20 2011
Era Plants. Our consolidated effective tax rate was (32.0)%, (24.7)% and (32.6)% for 2017, 2016 and 2015, respectively. The tax
rates for 2017, 2016 and 2015 were lower than the statutory rate primarily due to the amount of IRC Section 45 tax credits
recognized during the year. There were $229.7 million, $194.4 million and $181.3 million of tax credits produced and recognized
in 2017, 2016 and 2015, respectively. Also impacting the benefit for the income taxes line was the adoption of a new accounting
pronouncement, which requires that the income tax effects of awards be recognized in the income statement when the awards vest
or are settled, rather than recognizing the tax benefits in excess of compensation costs through stockholders’ equity. The income
tax benefit of stock based awards that vested or were settled in the year ended December 31, 2017 was $15.1 million. Offsetting
the impact of these items in 2017 are the tax adjustments discussed below.
U.S. Federal income tax law changes - On December 22, 2017, the U.S. enacted tax legislation commonly referred to as the Tax
Cuts and Jobs Act, which significantly revises the U.S. tax code by, among other things, lowering the corporate income tax rate
from 35.0% to 21.0%; limiting the deductibility of interest expense; implementing a territorial tax system; and imposing a
repatriation tax on earnings of foreign subsidiaries. The timing of our utilization of our tax credits will be impacted by tax
reform, but their overall gross value to us will not be impacted. Although we will pay less in taxes overall, the lower corporate
tax rate will reduce the tax benefit of operating costs associated with the production of refined coal.
SEC Staff Accounting Bulletin No. 118
SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (which we refer to as
SAB 118) describes three scenarios associated with a company’s status of accounting for income tax reform. Under the SAB 118
guidance, we have determined that while our accounting for the following elements are incomplete, we are able to make
reasonable estimates for certain effects of tax reform. In our 2017 consolidated financial statements, we have recognized
provisional amounts for our deferred income taxes and repatriation tax based on reasonable estimates. However, as of the date of
this Annual Report on Form 10-K, we are continuing to evaluate the accounting impactions of the Tax Act as we continue to
assemble and analyze all the information required to prepare and analyze these effects and await additional guidance from the
U.S. Treasury Department, Internal Revenue Service or other standard-setting bodies. We continue to assess information relating
to these amounts, and with respect to the repatriation tax, we continue to assess its application in other jurisdictions.
Additionally, we continue to analyze other information and regulatory guidance and accordingly we may record additional
provisional amounts or adjustments to provisional amounts in future periods.
Deferred Income Taxes: We have determined that our net deferred tax asset will require revaluation as a result of the Tax Act.
We have recognized a provisional $1.0 million net benefit to the provision for income taxes for the years ended December 31,
2017 as a result of the restatement of our net deferred tax assets.
50
Repatriation Tax: All U.S. shareholders of foreign corporations that own at least 10% must include in their income a one-time
inclusion of all accumulated post 1986 undistributed earnings as of December 31, 2017. We have recognized a provisional
income tax expense of $40.0 million as a result of this repatriation tax. The earnings and profits calculations of our foreign
subsidiaries are subject to further refinement as additional information becomes available.
Cost Recovery: While we have not yet completed all of the computations necessary to determine the 2017 expenditures that
qualify for immediate expensing, we have recorded an immaterial provisional benefit based on our current intent to fully expense
all qualifying expenditures. This resulted in a decrease to our current income taxes payable and a corresponding increase in our
deferred tax liability.
Other Items Potentially Impacting the Company Going Forward
Alternative Minimum Tax Credit: The Tax Act repealed the corporate Alternative Minimum Tax (which we refer to as AMT)
for years beginning January 1, 2018, and provides that existing AMT credit carryovers will be utilized or refunded beginning in
2018 and ending in 2021, according to a specific formula. We have approximately $108.2 million of AMT credit carryovers that
are currently reflected as deferred tax assets in the December 31, 2017 consolidated balance sheet.
Global Intangible Low Taxed Income: The Tax Act requires U.S. shareholders to include in income certain “global intangible
low-taxes income” (which we refer to as GILTI) beginning in 2018. We have adopted a policy to include the GILTI income in
the future period when the tax arises.
Base Erosion Anti-Abuse Tax: The Tax Act introduced the U.S. Base Erosion and Anti-Abuse Tax (which we refer to as
BEAT), effective January 1, 2018. While we must perform additional detailed analyses in order to assess the impact of the BEAT
and further interpretive guidance and clarifications are anticipated, we do not currently anticipate any significant long term impact
from the BEAT on our effective income tax rate in future periods.
Interest Expense Limitation: Under the Tax Act, the deductibility of “net interest” for a business is limited to 30% of adjusted
taxable income. Interest that is disallowed can be carried forward indefinitely. We are evaluating the potential impact of this
provision.
Executive Compensation: The Tax Act contains provisions that may limit deductions for executive compensation. We are
evaluating the potential impact of this provision.
Net earnings attributable to noncontrolling interests - The amounts reported in this line for 2017, 2016 and 2015 primarily
include noncontrolling interest earnings of $33.1 million, $32.7 million and $36.9 million, respectively, related to our investment
in Chem-Mod LLC. As of December 31, 2017, 2016 and 2015, we held a 46.5% controlling interest in Chem-Mod LLC. Also,
included in net earnings attributable to noncontrolling interests are offsetting amounts related to non-Gallagher owned interests in
several clean energy investments.
The following provides non-GAAP information that we believe is helpful when comparing 2017, 2016 and 2015 operating results
for the corporate segment (in millions):
2017
Income
Tax
Benefit
Pretax
Loss
Net
Earnings
(Loss)
Pretax
Loss
2016
Income
Tax
Benefit
Net
Earnings
(Loss)
Pretax
Loss
2015
Income
Tax
Benefit
Net
Earnings
(Loss)
$
(126.8)
$
50.8
$
(76.0)
$
(112.8)
$
45.1
$
(67.7)
$
(105.4)
$
42.1
$
(63.3)
(161.3)
294.0
(11.2)
(67.2)
(11.1)
(13.2)
(2.5)
2.9
52.3
2.3
5.3
(27.0)
132.7
(8.3)
(14.9)
(8.8)
(7.9)
(29.5)
(12.7)
8.8
(133.2)
247.6
(4.6)
(43.0)
(20.2)
-
-
0.7
20.0
4.1
-
-
(313.8)
317.5
20.2
(4.1)
Reported full year
(393.3)
380.6
Litigation settlement
11.1
(2.3)
Home office lease
termination/move
Tax adjustments
13.2
2.5
(5.3)
27.0
7.9
29.5
-
-
-
-
114.4
(3.9)
(23.0)
(16.1)
-
-
3.7
16.1
-
-
(116.1)
217.0
(4.3)
(33.2)
16.2
-
-
0.6
14.8
1.5
-
-
100.9
(3.7)
(18.4)
17.7
-
-
(242.8)
276.0
33.2
(16.2)
(1.5)
(17.7)
-
-
-
-
-
-
Adjusted full year
$
(366.5)
$
400.0
$
33.5
$
(293.6)
$
313.4
$
19.8
$
(259.0)
$
274.5
$
15.5
51
Description
Interest and banking
costs
Clean energy
related (1)
Acquisition costs
Corporate
Litigation settlement
Home office lease
termination/move
Tax adjustments
(1) Pretax earnings (loss) are presented net of amounts attributable to noncontrolling interests of $28.0 million in 2017,
$27.0 million in 2016 and $30.6 million in 2015.
Interest and banking costs and debt - Interest and banking costs includes expenses related to our debt. Clean energy related
includes the operating results related to our investments in clean coal production plants and Chem-Mod.
Acquisition costs - Consists of professional fees, due diligence and other costs incurred related to our acquisitions.
Corporate - Consists of overhead allocations mostly related to corporate staff compensation and other corporate level activities,
costs related to biennial company-wide award event, cross-selling and motivational meetings for our production staff and field
management, expenses related to our new corporate headquarters, corporate related marketing costs and expenses for systems and
consulting related to the implementation of the new revenue recognition accounting and tax reform rules.
During the year ended December 31, 2017, we incurred $8.9 million of pre-tax costs related to implementing a new accounting
standard related to how companies recognize revenue, which was effective beginning in January 2018. We expect to incur costs
related to implementing this new accounting standard through first quarter 2018. These charges are included in the corporate
segment. A new accounting pronouncement, ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting,
was effective January 1, 2017. It requires that the income tax effects of awards be recognized in the income statement (in the
Income Tax Benefit column above) when the awards vest or are settled, rather than recognizing the tax benefits in excess of
compensation costs through stockholders’ equity. The income tax benefit of stock based awards that vested or were settled in the
year ended December 31, 2017 was $15.1 million and is included in the table above in the Corporate line. The income tax benefit
of stock based awards that vested or were settled in the years ended December 31, 2016 and 2015 was $6.5 million and
$5.3 million, respectively, and is not included in the Income Tax Benefit column above.
Litigation Settlement - During the third quarter of 2015, we settled litigation against certain former U.K. executives and their
advisors for a pretax gain of $31.0 million ($22.3 million net of costs and taxes in third quarter). Incremental after-tax expenses
that arose in connection with this matter was $8.8 million and $16.1 million in 2017 and 2016, respectively, and incremental
after-tax income with this matter was $17.7 million in 2015.
Home Office Lease Termination/Move - During 2017, we relocated our corporate office headquarters to a nearby suburb of
Chicago. After-tax one-time move and after-tax lease abandonment charges were $7.9 million in 2017. These charges are
presented in the corporate segment.
Tax Adjustments - In the fourth quarter of 2017, the Tax Act was enacted in the U.S., which lowered the U.S. corporate tax rate
from 35.0% to 21.0% effective January 1, 2018. Accordingly, based on reasonable estimates, we adjusted our U.S. deferred tax
asset and liability balances in 2017 to reflect this rate change and we also incurred a one-time provisional repatriation tax on
untaxed accumulated foreign earnings. These items, plus the impact of some permanent tax differences, resulted in a net charge
of approximately $27.0 million in the aggregate in the fourth quarter of 2017. Pretax costs incurred related to tax reform were
$2.5 million in the fourth quarter of 2017. The ultimate impact of the Tax Act may differ from these estimated provisions, as we
continue to assemble and analyze all the information required to prepare and analyze these effects and await additional guidance
from the U.S. Treasury Department, Internal Revenue Service or other standard-setting bodies.
Clean energy investments - We have investments in limited liability companies that own 29 clean coal production plants
developed by us and five clean coal production plants we purchased from a third party on September 1, 2013. All 34 plants
produce refined coal using propriety technologies owned by Chem-Mod. We believe that the production and sale of refined coal
at these plants are qualified to receive refined coal tax credits under IRC Section 45. The 14 plants which were placed in service
prior to December 31, 2009 (which we refer to as the 2009 Era Plants) can receive tax credits through 2019 and the 20 plants
which were placed in service prior to December 31, 2011 (which we refer to as the 2011 Era Plants) can receive tax credits
through 2021.
52
The following table provides a summary of our clean coal plant investments as of December 31, 2017 (in millions):
Investments that own 2009 Era Plants
12 Under long-term production contracts
2 Not currently active in negotiations for long-term
production contracts
Investments that own 2011 Era Plants
19 Under long-term production contracts
1 In early stages of negotiations for long-term
production contract
Chem-Mod royalty income, net of noncontrolling interests
Our
Book Value At
December 31, 2017
Low Range
2018
After-tax
Earnings
High Range
2018
After-tax
Earnings
$
10.2
$
18.0
$
21.0
-
Not Estimable
Not Estimable
58.8
0.3
4.0
69.0
74.0
Not Estimable
Not Estimable
18.0
20.0
The estimated earnings information in the table reflects management’s current best estimate of the 2018 low and high ranges of
after-tax earnings based on early production estimates from the host utilities and other operating assumptions, including current
U.S. Federal income tax laws. However, coal-fired power plants may not ultimately produce refined fuel at estimated levels due
to seasonal electricity demand, production costs, natural gas prices, weather conditions, as well as many other operational,
regulatory and environmental compliance reasons. Future changes in EPA regulations or U.S. Federal income tax laws might
materially impact these estimates.
Our investment in Chem-Mod generates royalty income from refined coal production plants owned by those limited liability
companies in which we invest as well as refined coal production plants owned by other unrelated parties. Future changes in EPA
regulations or U.S. Federal income tax laws might materially impact these estimates.
We may sell ownership interests in some or all of the plants to co-investors and relinquish control of the plants, thereby becoming
a non-controlling, minority investor. In any limited liability company where we are a non-controlling, minority investor, the
membership agreement for the operations contains provisions that preclude an individual member from being able to make major
decisions that would denote control. As of any future date we become a non-controlling, minority investor, we would
deconsolidate the entity and subsequently account for the investment using equity method accounting.
We currently have no construction commitments related to our refined coal plants.
We are aware that some of the coal-fired power plants that purchase the refined coal are considering changing to burning natural
gas rather than coal, or shutting down completely for economic reasons. The entities that own such plants are prepared to move
the refined coal plants to another coal-fired power plant, if necessary. If these potential developments were to occur, we estimate
those refined coal plants will not operate for 12 to 18 months during their movement and redeployment (this would result in only
the 2011 Era Plants being able to be moved and deployed in the future), and the new coal-fired power plant may be a higher or
lower volume plant, all of which could have a material impact on the amount of tax credits that are generated by these plants.
There is a provision in IRC Section 45 that phases out the tax credits if the coal reference price per ton, based on market prices,
reaches certain levels as follows:
Calendar Year
IRS Reference
Price
per Ton
IRS Beginning
Phase Out
Price
IRS 100%
Phase Out
Price
2010
2011
2012
2013
2014
2015
2016
2017
2018
$54.74
55.66
58.49
58.23
56.88
57.64
53.74
51.09
(1)
$77.78
78.41
80.25
81.69
81.82
83.17
84.38
85.64
(1)
$86.53
87.16
89.00
90.44
90.57
91.92
93.13
94.39
(1)
Conclusion
No phase out
No phase out
No phase out
No phase out
No phase out
No phase out
No phase out
No phase out
(1)
(1) The IRS will not release the factors for 2018 until April or May 2018. Based on our analysis of the factors used in the
IRS’ phase out calculations, it is our belief that there will be no phase out in 2018.
53
See the risk factors regarding our IRC Section 45 investments under Item 1A, “Risk Factors.” for a more detailed discussion of
these and other factors could impact the information above. See Note 13 to our 2017 consolidated financial statements for more
information regarding risks and uncertainties related to these investments.
Financial Condition and Liquidity
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business
operations. The insurance brokerage industry is not capital intensive. Historically, our capital requirements have primarily
included dividend payments on our common stock, repurchases of our common stock, funding of our investments, acquisitions of
brokerage and risk management operations and capital expenditures.
Cash Flows From Operating Activities
Historically, we have depended on our ability to generate positive cash flow from operations to meet a substantial portion of our
cash requirements. We believe that our cash flows from operations and borrowings under our Credit Agreement will provide us
with adequate resources to meet our liquidity needs in the foreseeable future. To fund acquisitions made during 2017, 2016 and
2015, we relied on a combination of net cash flows from operations, proceeds from borrowings under our Credit Agreement,
proceeds from issuances of senior unsecured notes and issuances of our common stock.
Cash provided by operating activities was $854.2 million, $649.6 million and $686.1 million for 2017, 2016 and 2015,
respectively. The increase in cash provided by operating activities in 2017 compared to 2016 was primarily due to improved cash
flow generated from our core brokerage and risk management operating units. The decrease in cash provided by operating
activities in 2016 compared to 2015 was primarily due to timing differences in the receipts and disbursements of client fiduciary
related balances in 2016 compared to 2015. The following table summarizes two lines from our consolidated statement of cash
flows and provides information that management believes is helpful when comparing changes in client fiduciary related balances
for 2017, 2016 and 2015 (in millions):
Net change in premiums receivable
Net change in premiums payable
2017
2016
2015
$
(220.3)
334.3
$
(242.8)
240.2
$
(209.3)
252.2
Net cash provided (used) by the above
$
114.0
$
(2.6)
$
42.9
In addition, cash provided by operating activities for 2016 and 2015 were unfavorably impacted by acquisition related integration
costs. During second quarter 2015, we entered into compensation-based retention agreements with certain key employees of our
international brokerage operations. These retention agreements added after-tax charges of $7.3 million, $15.4 million and
$10.2 million for 2017, 2016 and 2015, respectively, to our compensation expense. Our cash flows from operating activities are
primarily derived from our earnings from operations, as adjusted, for our non-cash expenses, which include depreciation,
amortization, change in estimated acquisition earnout payables, deferred compensation, restricted stock, and stock-based and
other non-cash compensation expenses. Cash provided by operating activities can be unfavorably impacted if the amount of IRC
Section 45 tax credits generated (which is the amount we recognize for financial reporting purposes) is greater than the amount of
tax credits actually used to reduce our tax cash obligation. Excess tax credits produced during the period result in an increase to
our deferred tax assets, which is a net use of cash related to operating activities.
When assessing our overall liquidity, we believe that the focus should be on net earnings as reported in our consolidated
statement of earnings, adjusted for non-cash items (i.e., EBITDAC), and cash provided by operating activities in our consolidated
statement of cash flows. Net earnings attributable to controlling interests were $463.1 million, $414.4 million and $356.8 million
for 2017, 2016 and 2015, respectively. Consolidated EBITDAC was $918.9 million, $849.6 million and $771.3 million for 2017,
2016 and 2015, respectively. We believe that EBITDAC items are indicators of trends in liquidity. From a balance sheet
perspective, we believe the focus should not be on premium and fees receivable, premiums payable or restricted cash for trends in
liquidity. Net cash flows provided by operations will vary substantially from quarter to quarter and year to year because of the
variability in the timing of premiums and fees receivable and premiums payable. We believe that in order to consider these items
in assessing our trends in liquidity, they should be looked at in a combined manner, because changes in these balances are
interrelated and are based on the timing of premium payments, both to and from us. In addition, funds legally restricted as to our
use relating to premiums and clients’ claim funds held by us in a fiduciary capacity are presented in our consolidated balance
sheet as “Restricted cash” and have not been included in determining our overall liquidity.
Our policy for funding our defined benefit pension plan is to contribute amounts at least sufficient to meet the minimum funding
requirements under the IRC. The Employee Retirement Security Act of 1974, as amended (which we refer to as ERISA), could
impose a minimum funding requirement for our plan. We were not required to make any minimum contributions to the plan for
the 2017, 2016 and 2015 plan years. Funding requirements are based on the plan being frozen and the aggregate amount of our
historical funding. The plan’s actuaries determine contribution rates based on our funding practices and requirements. Funding
amounts may be influenced by future asset performance, the level of discount rates and other variables impacting the assets
and/or liabilities of the plan. In addition, amounts funded in the future, to the extent not due under regulatory requirements, may
54
be affected by alternative uses of our cash flows, including dividends, acquisitions and common stock repurchases. During 2017,
2016 and 2015 we did not make discretionary contributions to the plan.
See Note 12 to our 2017 consolidated financial statements for additional information required to be disclosed relating to our
defined benefit postretirement plans. We are required to recognize an accrued benefit plan liability for our underfunded defined
benefit pension and unfunded retiree medical plans (which we refer to together as the Plans). The offsetting adjustment to the
liabilities required to be recognized for the Plans is recorded in “Accumulated Other Comprehensive Earnings (Loss),” net of tax,
in our consolidated balance sheet. We will recognize subsequent changes in the funded status of the Plans through the income
statement and as a component of comprehensive earnings, as appropriate, in the year in which they occur. Numerous items may
lead to a change in funded status of the Plans, including actual results differing from prior estimates and assumptions, as well as
changes in assumptions to reflect information available at the respective measurement dates.
In 2017, the funded status of the Plans was unfavorably impacted by a decrease in the discount rates used in the measurement of
the pension liabilities at December 31, 2017, the impact of which was approximately $9.2 million. However, the funded status
was favorably impacted by returns on the plan’s assets being higher in 2017 than anticipated by approximately $10.7 million.
The net change in the funded status of the Plan in 2017 resulted in a decrease in noncurrent liabilities in 2017 of $1.5 million. In
2016, the funded status of the Plans was unfavorably impacted by a decrease in the discount rates used in the measurement of the
pension liabilities at December 31, 2016, the impact of which was approximately $8.2 million. However, the funded status was
favorably impacted by returns on the plan’s assets being higher in 2016 than anticipated by approximately $0.3 million and
improvements in the mortality assumptions of $4.3 million and other pension gains of $4.4 million. The net change in the funded
status of the Plan in 2016 resulted in a decrease in noncurrent liabilities in 2016 of $0.8 million. While the change in funded
status of the Plans had no direct impact on our cash flows from operations in 2017, 2016 and 2015, potential changes in the
pension regulatory environment and investment losses in our pension plan have an effect on our capital position and could require
us to make significant contributions to our defined benefit pension plan and increase our pension expense in future periods.
Cash Flows From Investing Activities
Capital Expenditures - Capital expenditures were $129.2 million, $217.8 million and $99.0 million for 2017, 2016 and 2015,
respectively, of which $11.8 million, $112.1 million and $13.3 million, respectively, related to expenditures on our new corporate
headquarters building. In addition, 2017 capital expenditures include amounts incurred related to investments made in
information technology and software development projects. In 2018, we expect total expenditures for capital improvements to be
approximately $125.0 million, part of which is related to expenditures on office moves and expansions and updating computer
systems and equipment. Relating to the development of our new corporate headquarters, we received property tax related credits
under a tax-increment financing note from Rolling Meadows, Illinois and an Illinois state EDGE tax credit. Incentives from these
two programs could total between $60.0 million and $80.0 million over a fifteen-year period. The net capital expenditures in
2017 primarily related to capitalized costs associated with expenditures on the implementation of new accounting and financial
reporting systems and several other system initiatives that occurred in 2017. The net capital expenditures in 2016 and 2015
primarily related to capitalized costs associated with expenditures on our new corporate headquarters building in 2016 and 2015
and the implementation of new accounting and financial reporting systems and several other system initiatives that occurred in
2016 and 2015.
Acquisitions - Cash paid for acquisitions, net of cash acquired, was $376.1 million, $243.4 million and $249.6 million in 2017,
2016 and 2015, respectively. The increased use of cash for acquisitions in 2017 compared to 2016 was primarily due to an
increase in the number and size of acquisitions than occurred in 2016 and we used less of our common stock to fund acquisitions
in 2017. The decreased use of cash for acquisitions in 2016 compared to 2015 was primarily due to a decrease in the number of
acquisitions that occurred in 2016. In addition, during 2017, 2016 and 2015 we issued 1.0 million shares ($59.6 million),
2.0 million shares ($89.6 million) and 7.3 million shares ($338.9 million), respectively, of our common stock as payment for a
portion of the total consideration paid for acquisitions and earnout payments. We completed 39, 37 and 44 acquisitions in 2017,
2016 and 2015, respectively. Annualized revenues of businesses acquired in 2017, 2016 and 2015 totaled approximately
$172.3 million, $137.9 million and $230.8 million, respectively. In 2018, we expect to use new debt, our Credit Agreement, cash
from operations and our common stock to fund all, or a portion of acquisitions we complete.
Dispositions - During 2017, 2016 and 2015, we sold several books of business and recognized one-time gains of $3.4 million,
$6.6 million and $6.7 million, respectively. We received cash proceeds of $3.2 million, $7.8 million and $9.2 million,
respectively, related to these transactions.
Clean Energy Investments - During the period from 2009 through 2017, we have made significant investments in clean energy
operations capable of producing refined coal that we believe qualifies for tax credits under IRC Section 45. Our current estimate
of the 2018 annual net after tax earnings, including IRC Section 45 tax credits, which will be produced from all of our clean
energy investments in 2018, is $105.0 million to $115.0 million. The IRC Section 45 tax credits generate positive cash flow by
reducing the amount of Federal income taxes we pay, which is offset by the operating expenses of the plants, by capital
expenditures related to the redeployment, and in some cases the relocation of refined coal plants. We anticipate positive net cash
flow related to IRC Section 45 activity in 2018. However, there are several variables that can impact net cash flow from clean
energy investments in any given year. Therefore, accurately predicting positive or negative cash flow in particular future periods
is not possible at this time. Nonetheless, if current ownership interests remain the same, if capital expenditures related to
55
redeployment and relocation of refined coal plants remain as currently anticipated, and if we continue to generate sufficient
taxable income to use the tax credits produced by our IRC Section 45 investments, we anticipate that these investments will
continue to generate positive net cash flows for the period 2018 through at least 2021. While we cannot precisely forecast the
cash flow impact in any particular period, we anticipate that the net cash flow impact of these investments will be positive overall.
Please see "Clean energy investments" on pages 52 to 54 for a more detailed description of these investments and their risks and
uncertainties.
Cash Flows From Financing Activities
On April 8, 2016, we entered into an amendment and restatement to our multicurrency credit agreement dated September 19,
2013 (which we refer to as the Credit Agreement) with a group of fifteen financial institutions. The amendment and restatement,
among other things, extended the expiration date of the Credit Agreement from September 19, 2018 to April 8, 2021 and
increased the revolving credit commitment from $600.0 million to $800.0 million, of which $75.0 million may be used for
issuances of standby or commercial letters of credit and up to $75.0 million may be used for the making of swing loans, (as
defined in the Credit Agreement). We may from time to time request, subject to certain conditions, an increase in the revolving
credit commitment under the Credit Agreement up to a maximum aggregate revolving credit commitment of $1,100.0 million.
There were $190.0 million of borrowings outstanding under the Credit Agreement at December 31, 2017. Due to the outstanding
borrowing and letters of credit, $592.8 million remained available for potential borrowings under the Credit Agreement at
December 31, 2017.
We use the Credit Agreement to post letters of credit and to borrow funds to supplement our operating cash flows from time to
time. During 2017, we borrowed an aggregate of $3,643.0 million and repaid $3,731.0 million under our Credit Agreement.
During 2016, we borrowed an aggregate of $2,740.0 million and repaid $2,657.0 million under our Credit Agreement. During
2015, we borrowed an aggregate of $849.0 million and repaid $794.0 million under our Credit Agreement. Principal uses of the
2017, 2016 and 2015 borrowings under the Credit Agreement were to fund acquisitions, earnout payments related to acquisitions
and general corporate purposes.
We have a secured revolving loan facility (which we refer to as the Premium Financing Debt Facility), that provides funding for
the three Australian (AU) and New Zealand (NZ) premium finance subsidiaries. The Premium Financing Debt Facility is
comprised of: (i) Facility B, which is separated into AU$160.0 million and NZ$25.0 million tranches, (ii) Facility C, an
AU$25.0 million equivalent multi-currency overdraft tranche and (iii) Facility D, a NZ$15.0 million equivalent multi-currency
overdraft tranche. The Premium Financing Debt Facility expires May 18, 2019. At December 31, 2017, $151.1 million of
borrowings were outstanding under the Premium Financing Debt Facility.
At December 31, 2017, we had $2,798.0 million of corporate-related borrowings outstanding under separate note purchase
agreements entered into in the period 2007 to 2017 and a cash and cash equivalent balance of $681.2 million. See Note 7 to 2017
our consolidated financial statements for a discussion of the terms of the note purchase agreements and the Credit Agreement.
We completed a $275.0 million, ten year maturity, private placement debt transaction on June 2, 2016, with a weighted average
interest rate of 4.47%. In 2016, we entered into a pre-issuance interest rate hedging transaction related to the $175.0 million, ten
year tranche, of the $275.0 million private placement debt. We realized a cash gain of approximately $1.0 million on the hedging
transaction that will be recognized on a pro rata basis as a reduction in our reported interest expense over the ten year life of the
debt.
On November 30, 2016, we funded the $50.0 million 2016 maturity of our Series C notes.
We completed a $100.0 million, eleven year maturity, private placement debt transaction on December 1, 2016, with an interest
rate of 3.46%. A portion of the proceeds was used to fund the $50.0 million of private placement debt that matured on
November 30, 2016.
On June 13, 2017, we announced that we planned to close offerings of $648.0 million aggregate principal amount of private
placement senior unsecured notes (both fixed and floating rate). We funded $250.0 million on June 27, 2017, $300.0 million on
August 2, 2017 and $98.0 million on August 4, 2017, which was used in part to fund the $300.0 million August 3, 2017 Series B
notes maturity. The weighted average maturity of the $598.0 million of senior fixed rate notes is 11.6 years and their weighted
average interest rate is 4.04% after giving effect to hedging gains. The interest rate on the $50.0 million of floating rate notes
would be 3.45% using three-month LIBOR on February 5, 2018. In 2016 and 2017, we entered into pre-issuance interest rate
hedging transactions related to the $300.0 million August 3, 2017 notes maturity. We realized a cash gain of approximately
$8.3 million on the hedging transaction that will be recognized on a pro rata basis as a reduction in our reported interest expense
over the life of the debt.
Consistent with past practice, we have entered into pre-issuance hedging transactions for $200.0 million related to each of the
2018 and 2019, $100.0 million note maturities.
The note purchase agreements, the Credit Agreement and the Premium Financing Debt Facility contain various financial
covenants that require us to maintain specified financial ratios. We were in compliance with these covenants as of December 31,
2017.
56
Dividends - Our board of directors determines our dividend policy. Our board of directors determines dividends on our common
stock on a quarterly basis after considering our available cash from earnings, our anticipated cash needs and current conditions in
the economy and financial markets.
In 2017, we declared $283.6 million in cash dividends on our common stock, or $1.56 per common share. On December 15,
2017, we paid a fourth quarter dividend of $0.39 per common share to shareholders of record as of December 1, 2017. On
January 24, 2018, we announced a quarterly dividend for first quarter 2018 of $0.41 per common share. If the dividend is
maintained at $0.41 per common share throughout 2018, this dividend level would result in an annualized net cash used by
financing activities in 2018 of approximately $297.1 million (based on the outstanding shares as of December 31, 2017), or an
anticipated increase in cash used of approximately $14.4 million compared to 2017. We can make no assurances regarding the
amount of any future dividend payments.
Shelf Registration Statement - On November 15, 2016, we filed a shelf registration statement on Form S-3 with the SEC,
registering the offer and sale from time to time, of an indeterminate amount of our common stock. The availability of the
potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We
make no assurances regarding when, or if, we will issue any shares under this registration statement. On April 2, 2015, we filed a
shelf registration statement on Form S-4 with the SEC, registering 8.0 million shares of our common stock that we may offer and
issue from time to time in connection with future acquisitions of other businesses, assets or securities. At December 31, 2017,
0.1 million shares remained available for issuance under this registration statement. On November 15, 2016, we filed another
shelf registration statement on Form S-4 with the SEC, registering an additional 10.0 million shares of our common stock, none
of which had been issued as of December 31, 2017.
Common Stock Repurchases - We have in place a common stock repurchase plan approved by our board of directors. During
the year ended December 31, 2017, we repurchased 0.3 million shares of our common stock at cost of $17.7 million. During the
year ended December 31, 2016, we repurchased 2.3 million shares of our common stock at cost of $101.0 million. We did not
repurchase any shares in 2015. Under the provisions of the repurchase plan, we are authorized to repurchase approximately
7.5 million additional shares at December 31, 2017. The plan authorizes the repurchase of our common stock at such times and
prices as we may deem advantageous, in transactions on the open market or in privately negotiated transactions. We are under no
commitment or obligation to repurchase any particular number of shares, and the plan may be suspended at any time at our
discretion. Funding for share repurchases may come from a variety of sources, including cash from operations, short-term or
long-term borrowings under our Credit Agreement or other sources.
Common Stock Issuances - Another source of liquidity to us is the issuance of our common stock pursuant to our stock option
and employee stock purchase plans. Proceeds from the issuance of common stock under these plans were $60.4 million in 2017,
$45.6 million in 2016 and $54.2 million in 2015. On May 16, 2017, our stockholders approved the 2017 Long-Term Incentive
Plan (which we refer to as the LTIP), which replaced our previous stockholder-approved 2014 Long-Term Incentive Plan. All of
our officers, employees and non-employee directors are eligible to receive awards under the LTIP. Awards which may be granted
under the LTIP include non-qualified and incentive stock options, stock appreciation rights, and restricted stock units, any or all
of which may be made contingent upon the achievement of performance criteria. Stock options with respect to 16.2 million
shares (less any shares of restricted stock issued under the LTIP – 4.0 million shares of our common stock were available for this
purpose as of December 31, 2017) were available for grant under the LTIP at December 31, 2017. Our employee stock purchase
plan allows our employees to purchase our common stock at 95% of its fair market value. Proceeds from the issuance of our
common stock related to these plans have contributed favorably to net cash provided by financing activities in the years ended
December 31, 2017 and 2016, and we believe this favorable trend will continue in the foreseeable future.
Outlook - We believe that we have sufficient capital to meet our short- and long-term cash flow needs.
57
Contractual Obligations and Commitments
In connection with our investing and operating activities, we have entered into certain contractual obligations and commitments.
See Notes 7, 13 and 15 to our 2017 consolidated financial statements for additional discussion of these obligations and
commitments. Our future minimum cash payments, including interest, associated with our contractual obligations pursuant to our
note purchase agreements and Credit Agreement, operating leases and purchase commitments as of December 31, 2017 are as
follows (in millions):
Contractual Obligations
2018
2019
Payments Due by Period
2022
2021
2020
Thereafter
Total
Note purchase agreements
Credit Agreement
Premium Financing Debt Facility
Interest on debt
Total debt obligations
Operating lease obligations
Less sublease arrangements
Outstanding purchase obligations
$
100.0
190.0
151.1
120.6
561.7
103.2
(0.7)
42.9
$
100.0
-
-
115.1
215.1
88.5
(0.4)
19.5
$
100.0
-
-
110.7
210.7
74.3
(0.4)
8.3
$
75.0
-
-
105.7
180.7
62.5
(0.4)
2.2
$
200.0
-
-
100.5
300.5
47.2
(0.2)
2.0
$
2,223.0
-
-
368.2
2,591.2
104.5
-
-
$
2,798.0
190.0
151.1
920.8
4,059.9
480.2
(2.1)
74.9
Total contractual obligations
$
707.1
$
322.7
$
292.9
$
245.0
$
349.5
$
2,695.7
$
4,612.9
The amounts presented in the table above may not necessarily reflect our actual future cash funding requirements, because the
actual timing of the future payments made may vary from the stated contractual obligation. In addition, due to the uncertainty
with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2017, we are unable
to make reasonably reliable estimates of the period in which cash settlements may be made with the respective taxing authorities.
Therefore, $10.9 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See
Note 17 to our 2017 consolidated financial statements for a discussion on income taxes.
See Note 7 to our 2017 consolidated financial statements for a discussion of the terms of the Credit Agreement and note purchase
agreements.
Off-Balance Sheet Arrangements
Off-Balance Sheet Commitments - Our total unrecorded commitments associated with outstanding letters of credit, financial
guarantees and funding commitments as of December 31, 2017 are as follows (in millions):
Off-Balance Sheet Commitments
2018
Amount of Commitment Expiration by Period
2019
2021
2022
2020
Total
Amounts
Thereafter Committed
Letters of credit
Financial guarantees
Funding commitments
Total commitments
$
0.7
0.2
0.4
$
-
0.2
-
$
-
0.2
-
$
-
0.2
-
$
-
0.2
-
$
16.5
1.1
-
$
17.2
2.1
0.4
$
1.3
$
0.2
$
0.2
$
0.2
$
0.2
$
17.6
$
19.7
Since commitments may expire unused, the amounts presented in the table above do not necessarily reflect our actual future cash
funding requirements. See Note 15 to our 2017 consolidated financial statements for a discussion of our funding commitments
related to our corporate segment and the Off-Balance Sheet Debt section below for a discussion of other letters of credit. All but
one of the letters of credit represent multiple year commitments that have annual, automatic renewing provisions and are
classified by the latest commitment date.
Since January 1, 2002, we have acquired 459 companies, all of which were accounted for using the acquisition method for
recording business combinations. Substantially all of the purchase agreements related to these acquisitions contain provisions for
potential earnout obligations. For all of our acquisitions made in the period from 2013 to 2017 that contain potential earnout
obligations, such obligations are measured at fair value as of the acquisition date and are included on that basis in the recorded
purchase price consideration for the respective acquisition. The amounts recorded as earnout payables are primarily based upon
estimated future operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date. The
aggregate amount of the maximum earnout obligations related to these acquisitions was $567.9 million, of which $264.2 million
was recorded in our consolidated balance sheet as of December 31, 2017, based on the estimated fair value of the expected future
payments to be made.
Off-Balance Sheet Debt - Our unconsolidated investment portfolio includes investments in enterprises where our ownership
interest is between 1% and 50%, in which management has determined that our level of influence and economic interest is not
sufficient to require consolidation. As a result, these investments are accounted for under the equity method. None of these
unconsolidated investments had any outstanding debt at December 31, 2017 and 2016 that was recourse to us.
58
At December 31, 2017, we had posted two letters of credit totaling $9.7 million, in the aggregate, related to our self-insurance
deductibles, for which we have recorded a liability of $12.8 million. We have an equity investment in a rent-a-captive facility,
which we use as a placement facility for certain of our insurance brokerage operations. At December 31, 2017, we had posted
seven letters of credit totaling $6.3 million to allow certain of our captive operations to meet minimum statutory surplus
requirements and for additional collateral related to premium and claim funds held in a fiduciary capacity, one letter of credit
totaling $0.7 million to support our potential obligation under a client’s insurance program, for which we have a recorded liability
of $0.7 million, and one letter of credit totaling $0.5 million as a security deposit for a 2015 acquisition’s lease. These letters of
credit have never been drawn upon.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to various market risks in our day to day operations. Market risk is the potential loss arising from adverse
changes in market rates and prices, such as interest and foreign currency exchange rates and equity prices. The following
analyses present the hypothetical loss in fair value of the financial instruments held by us at December 31, 2017 that are sensitive
to changes in interest rates. The range of changes in interest rates used in the analyses reflects our view of changes that are
reasonably possible over a one-year period. This discussion of market risks related to our consolidated balance sheet includes
estimates of future economic environments caused by changes in market risks. The effect of actual changes in these market risk
factors may differ materially from our estimates. In the ordinary course of business, we also face risks that are either nonfinancial
or unquantifiable, including credit risk and legal risk. These risks are not included in the following analyses.
Our invested assets are primarily held as cash and cash equivalents, which are subject to various market risk exposures such as
interest rate risk. The fair value of our portfolio of cash and our cash equivalents as of December 31, 2017 approximated its
carrying value due to its short-term duration. We estimated market risk as the potential decrease in fair value resulting from a
hypothetical one-percentage point increase in interest rates for the instruments contained in the cash and cash equivalents
investment portfolio. The resulting fair values were not materially different from their carrying values at December 31, 2017.
As of December 31, 2017, we had $2,798.0 million of borrowings outstanding under our various note purchase agreements. The
aggregate estimated fair value of these borrowings at December 31, 2017 was $2,920.7 million due to the long-term duration and
fixed interest rates associated with these debt obligations. No active or observable market exists for our private placement
long-term debt. Therefore, the estimated fair value of this debt is based on the income valuation approach, which is a valuation
technique that converts future amounts (for example, cash flows or income and expenses) to a single current (that is, discounted)
amount. The fair value measurement is determined on the basis of the value indicated by current market expectations about those
future amounts. Because our debt issuances generate a measurable income stream for each lender, the income approach was
deemed to be an appropriate methodology for valuing the private placement long-term debt. The methodology used calculated
the original deal spread at the time of each debt issuance, which was equal to the difference between the yield of each issuance
(the coupon rate) and the equivalent benchmark treasury yield at that time. The market spread as of the valuation date was
calculated, which is equal to the difference between an index for investment grade insurers and the equivalent benchmark treasury
yield today. An implied premium or discount to the par value of each debt issuance based on the difference between the
origination deal spread and market as of the valuation date was then calculated. The index we relied on to represent investment
graded insurers was the Bloomberg Valuation Services (BVAL) U.S. Insurers BBB index. This index is comprised primarily of
insurance brokerage firms and was representative of the industry in which we operate. For the purposes of our analysis, the
average BBB rate was assumed to be the appropriate borrowing rate for us based on our current estimated credit rating.
We estimated market risk as the potential impact on the value of the debt recorded in our consolidated balance sheet resulting
from a hypothetical one-percentage point decrease in our weighted average borrowing rate as of December 31, 2017 and the
resulting fair values would be $314.4 million higher than their carrying value (or $3,112.4 million). We estimated market risk as
the potential impact on the value of the debt recorded in our consolidated balance sheet resulting from a hypothetical one-
percentage point increase in our weighted average borrowing rate as of December 31, 2017 and the resulting fair values would be
$53.8 million lower than their carrying value (or $2,744.2 million).
As of December 31, 2017, we had $190.0 million of borrowings outstanding under our Credit Agreement. The fair values of
these borrowings approximate their carrying value due to their short-term duration and variable interest rates associated with
these debt obligations. Market risk is estimated as the potential increase in fair value resulting from a hypothetical one-
percentage point decrease in our weighted average short-term borrowing rate at December 31, 2017 and the resulting fair value is
not be materially different from their carrying value.
59
At December 31, 2017, we had $151.1 million of borrowings outstanding under our Premium Financing Debt Facility. The fair
values of these borrowings approximate their carrying value due to their short-term duration and variable interest rates associated
with these debt obligations. Market risk is estimated as the potential increase in fair value resulting from a hypothetical
one-percentage point decrease in our weighted average short-term borrowing rate at December 31, 2017, and the resulting fair
value is not materially different from their carrying value.
We are subject to foreign currency exchange rate risk primarily from one of our larger U.K. based brokerage subsidiaries that
incurs expenses denominated primarily in British pounds while receiving a substantial portion of its revenues in U.S. dollars. In
addition, we are subject to foreign currency exchange rate risk from our U.K., Australian, Canadian, Indian, Jamaican, New
Zealand, Norwegian, Singaporean and various Caribbean and South American operations, because we transact business in their
local denominated currencies. Foreign currency gains (losses) related to this market risk are recorded in earnings before income
taxes as transactions occur. Assuming a hypothetical adverse change of 10% in the average foreign currency exchange rate for
2017 (a weakening of the U.S. dollar), earnings before income taxes would have increased by approximately $9.7 million.
Assuming a hypothetical favorable change of 10% in the average foreign currency exchange rate for 2017 (a strengthening of the
U.S. dollar), earnings before income taxes would have decreased by approximately $9.4 million. We are also subject to foreign
currency exchange rate risk associated with the translation of local currencies of our foreign subsidiaries into U.S. dollars. We
manage the balance sheets of our foreign subsidiaries, where practical, such that foreign liabilities are matched with equal foreign
assets, maintaining a “balanced book” which minimizes the effects of currency fluctuations. However, our consolidated financial
position is exposed to foreign currency exchange risk related to intra-entity loans between our U.S. based subsidiaries and our
non-U.S. based subsidiaries that are denominated in the respective local foreign currency. A transaction that is in a foreign
currency is first remeasured at the entity’s functional (local) currency, where applicable, (which is an adjustment to consolidated
earnings) and then translated to the reporting (U.S. dollar) currency (which is an adjustment to consolidated stockholders’ equity)
for consolidated reporting purposes. If the transaction is already denominated in the foreign entity’s functional currency, only the
translation to U.S. dollar reporting is necessary. The remeasurement process required by U.S. GAAP for such foreign currency
loan transactions will give rise to a consolidated unrealized foreign exchange gain or loss, which could be material, that is
recorded in accumulated other comprehensive earnings (loss).
We do not enter into derivatives or other similar financial instruments for trading or speculative purposes. However, with respect
to managing foreign currency exchange rate risk in India, the U.K. and other countries, we have periodically purchased financial
instruments to minimize our exposure to this risk. During 2017, 2016 and 2015, we had several monthly put/call options in place
with an external financial institution that were designed to hedge a significant portion of our future U.S. denominated revenues
within our U.K. subsidiaries (in 2017 and 2016) and disbursements (in 2015) through various future payment dates. In addition,
during 2017 and 2016, we had several monthly put/call options in place with an external financial institution that were designed
to hedge a significant portion of our Indian currency disbursements through various future payment dates. Although these
hedging strategies were designed to protect us against significant U.K. and India currency exchange rate movements, we are still
exposed to some foreign currency exchange rate risk for the portion of the payments and currency exchange rate that are
unhedged. We also incur foreign currency exchange rate risk for our foreign operations where we choose not to hedge such risk
in those operations. All of these hedges are accounted for in accordance with ASC 815, “Derivatives and Hedging”, and
periodically are tested for effectiveness in accordance with such guidance. In the scenario where such hedge does not pass the
effectiveness test, the hedge will be re-measured at the stated point and the appropriate gain or loss, if applicable, would be
recognized. For the year ended December 31, 2017 there has been no such effect on our consolidated financial presentation. The
impact of these hedging strategies was not material to our consolidated financial statements for 2017, 2016 and 2015. See
Note 18 to our 2017 consolidated financial statements for the changes in fair value of these derivative instruments reflected in
comprehensive earnings in 2017, 2016 and 2015.
60
Item 8. Financial Statements and Supplementary Data.
Arthur J. Gallagher & Co.
Consolidated Statement of Earnings
(In millions, except per share data)
Commissions
Fees
Supplemental revenues
Contingent revenues
Investment income
Gains on books of business sales
Revenues from clean coal activities
Other net revenues (losses)
Total revenues
Compensation
Operating
Cost of revenues from clean coal activities
Interest
Depreciation
Amortization
Change in estimated acquisition earnout payables
Total expenses
Earnings before income taxes
Benefit for income taxes
Net earnings
Net earnings attributable to noncontrolling interests
Year Ended December 31,
2017
2016
2015
$
2,627.1
1,636.8
163.7
111.8
56.3
3.4
1,560.5
-
$
2,439.1
1,492.8
147.0
107.2
53.3
6.6
1,350.1
(1.3)
$
2,338.7
1,432.3
125.5
93.7
54.2
6.7
1,310.8
30.5
6,159.6
5,594.8
5,392.4
2,752.3
852.5
1,635.9
124.1
121.1
264.7
30.9
5,781.5
378.1
(121.1)
499.2
36.1
2,538.9
797.7
1,408.6
109.8
103.6
247.2
32.1
5,237.9
356.9
(88.1)
445.0
30.6
2,428.9
840.7
1,351.5
103.0
93.9
240.3
40.6
5,098.9
293.5
(95.6)
389.1
32.3
Net earnings attributable to controlling interests
$
463.1
$
414.4
$
356.8
Basic net earnings per share
Diluted net earnings per share
Dividends declared per common share
$
2.57
$
2.33
$
2.07
2.54
1.56
2.32
1.52
2.06
1.48
See notes to consolidated financial statements.
61
Arthur J. Gallagher & Co.
Consolidated Statement of Comprehensive Earnings
(In millions)
Net earnings
Change in pension liability, net of taxes
Foreign currency translation
Change in fair value of derivative instruments, net of taxes
Comprehensive earnings
Comprehensive earnings attributable to noncontrolling interests
Year Ended December 31,
2016
2015
2017
$
499.2
$
445.0
$
389.1
4.3
183.4
16.0
702.9
37.0
(4.4)
(231.8)
(4.9)
203.9
35.1
1.3
(261.1)
(2.1)
127.2
25.9
Comprehensive earnings attributable to controlling interests
$
665.9
$
168.8
$
101.3
See notes to consolidated financial statements
62
Arthur J. Gallagher & Co.
Consolidated Balance Sheet
(In millions)
Cash and cash equivalents
Restricted cash
Premiums and fees receivable
Other current assets
Total current assets
Fixed assets - net
Deferred income taxes
Other noncurrent assets
Goodwill - net
Amortizable intangible assets - net
Total assets
Premiums payable to underwriting enterprises
Accrued compensation and other accrued liabilities
Unearned fees
Other current liabilities
Premium financing borrowings
Corporate related borrowings - current
Total current liabilities
Corporate related borrowings - noncurrent
Other noncurrent liabilities
Total liabilities
Stockholders' equity:
Common stock - authorized 400.0 shares; issued and
outstanding 181.0 shares in 2017 and 178.3 shares in 2016
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Stockholders' equity attributable to controlling interests
Stockholders' equity attributable to noncontrolling interests
Total stockholders' equity
December 31,
2017
2016
$
681.2
1,623.8
2,157.2
708.4
$
545.5
1,392.1
1,844.8
633.7
5,170.6
412.2
905.1
567.0
4,197.9
1,644.6
4,416.1
377.6
796.5
504.3
3,767.8
1,627.3
$
12,897.4
$
11,489.6
$
3,475.9
864.1
74.8
56.4
151.1
290.0
$
2,996.1
772.1
69.0
70.9
125.6
578.0
4,912.3
2,691.9
1,128.3
8,732.5
181.0
3,388.2
1,095.9
(559.9)
4,105.2
59.7
4,164.9
4,611.7
2,144.6
1,077.5
7,833.8
178.3
3,265.5
916.4
(763.6)
3,596.6
59.2
3,655.8
Total liabilities and stockholders' equity
$
12,897.4
$
11,489.6
See notes to consolidated financial statements.
63
Arthur J. Gallagher & Co.
Consolidated Statement of Cash Flows
(In millions)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Net gain on investments and other
Depreciation and amortization
Change in estimated acquisition earnout payables
Amortization of deferred compensation and restricted stock
Stock-based and other noncash compensation expense
Payments on acquisition earnouts in excess of original estimates
Effect of changes in foreign exchange rate
Net change in premiums receivable
Net change in premiums payable
Net change in other current assets
Net change in accrued compensation and other accrued liabilities
Net change in fees receivable/unearned fees
Net change in income taxes payable
Net change in deferred income taxes
Net change in other noncurrent assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Capital expenditures
Cash paid for acquisitions, net of cash and restricted cash acquired
Net proceeds from sales of operations/books of business
Net funding of investment transactions
Net cash used by investing activities
Cash flows from financing activities:
Payments on acquisition earnouts
Proceeds from issuance of common stock
Tax impact from issuance of common stock
Repurchases of common stock
Payments to noncontrolling interests
Dividends paid
Net borrowings on premium financing debt facility
Borrowings on line of credit facilities
Repayments on line of credit facilities
Borrowings of corporate related long-term debt
Repayments of corporate related long-term debt
Settlements on terminated interest rate swaps
Net cash used by financing activities
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Year Ended December 31,
2017
2016
2015
$
499.2
$
445.0
$
389.1
(0.1)
385.8
30.9
33.5
17.3
(57.9)
2.8
(220.3)
334.3
(48.5)
69.3
0.4
2.0
(183.4)
(11.1)
854.2
(129.2)
(376.1)
3.2
(8.9)
(511.0)
(41.7)
60.4
-
(17.7)
(35.0)
(282.7)
0.6
3,643.0
(3,731.0)
648.0
(300.0)
8.3
(47.8)
72.0
367.4
1,937.6
(6.5)
350.8
32.1
28.5
14.7
(22.8)
(3.0)
(242.8)
240.2
(55.2)
69.1
2.8
(10.8)
(158.0)
(34.5)
649.6
(217.8)
(243.4)
7.8
(31.9)
(485.3)
(45.5)
45.6
6.5
(101.0)
(41.8)
(272.2)
(12.2)
2,740.0
(2,657.0)
376.0
(50.0)
-
(11.6)
(107.6)
45.1
1,892.5
(6.6)
334.2
40.6
22.7
11.2
(12.1)
(0.2)
(209.3)
252.2
(34.7)
217.8
(49.6)
(18.5)
(161.2)
(89.5)
686.1
(99.0)
(249.6)
9.2
(29.5)
(368.9)
(21.8)
203.3
5.3
-
(39.9)
(257.5)
23.9
849.0
(794.0)
-
-
-
(31.7)
(75.0)
210.5
1,682.0
Cash, cash equivalents and restricted cash at end of year
$
2,305.0
$
1,937.6
$
1,892.5
Supplemental disclosures of cash flow information:
Interest paid
Income taxes paid
$
124.8
55.8
$
112.8
66.1
$
103.9
78.3
See notes to consolidated financial statements.
64
Arthur J. Gallagher & Co.
Consolidated Statement of Stockholders’ Equity
(In millions)
Balance at December 31, 2014
164.6
$
164.6
$
2,649.4
Common Stock
Share s Amount
Capital in
Exce ss of
Par Value
Net earnings
Net purchase of subsidiary shares
from noncontrolling interests
Dividends paid to
noncontrolling interests
Net change in pension asset/liability,
net of taxes of $0.9 million
Foreign currency translation
Change in fair value of
derivative instruments,
net of taxes of ($1.4) million
Compensation expense related
to stock option plan grants
T ax impact from issuance of
common stock
Common stock issued in:
T hirty-nine purchase transactions
Stock option plans
Employee stock purchase plan
Deferred compensation
and restricted stock
Stock issuance under
dribble-out program
Cash dividends declared
on common stock
-
-
-
-
-
-
-
-
7.3
1.4
0.3
0.2
3.1
-
-
-
-
-
-
-
-
-
7.3
1.4
0.3
0.2
3.1
-
-
-
-
-
-
-
11.2
5.3
338.9
39.0
13.5
6.0
146.1
-
Balance at December 31, 2015
176.9
176.9
3,209.4
Net earnings
Net purchase of subsidiary shares
from noncontrolling interests
Dividends paid to
noncontrolling interests
Net change in pension asset/liability,
net of taxes of ($2.9) million
Foreign currency translation
Change in fair value of
derivative instruments,
net of taxes of ($3.2) million
Compensation expense related
to stock option plan grants
T ax impact from issuance of
common stock
Common stock issued in:
Nine purchase transactions
Stock option plans
Employee stock purchase plan
Deferred compensation
and restricted stock
Stock issuance under
dribble-out program
Cash dividends declared
on common stock
Balance at December 31, 2016
-
-
-
-
-
-
-
-
2.0
1.1
0.4
0.2
-
-
-
-
-
-
-
-
2.0
1.1
0.4
0.2
-
-
-
-
-
-
14.7
6.5
89.6
28.6
15.5
(0.1)
(2.3)
(2.3)
(98.7)
Re taine d
Earnings
$
676.0
356.8
Accumulate d O the r
Compre he nsive
Earnings (Loss)
Noncontrolling
Inte re sts
$
(260.6)
-
$
75.7
32.3
Total
$
3,305.1
389.1
-
-
-
-
-
-
-
-
-
-
-
-
(258.3)
774.5
414.4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.3
(261.1)
(2.1)
-
-
-
-
-
-
-
-
(522.5)
-
-
-
(4.4)
(231.8)
(4.9)
-
-
-
-
-
-
-
(15.0)
(15.0)
(36.7)
(36.7)
-
(6.4)
1.3
(267.5)
-
-
-
-
-
-
-
-
-
49.9
30.6
8.3
(2.1)
11.2
5.3
346.2
40.4
13.8
6.2
149.2
(258.3)
3,688.2
445.0
8.3
(34.1)
(34.1)
-
4.5
(4.4)
(227.3)
-
-
-
-
-
-
-
-
(4.9)
14.7
6.5
91.6
29.7
15.9
0.1
(101.0)
-
-
-
178.3
$
178.3
$
3,265.5
(272.5)
916.4
$
$
-
(763.6)
-
59.2
$
(272.5)
3,655.8
$
See notes to consolidated financial statements.
65
Arthur J. Gallagher & Co.
Consolidated Statement of Stockholders’ Equity (continued)
(In millions)
Balance at December 31, 2016
178.3
$
178.3
$
3,265.5
$
916.4
$
(763.6)
$
59.2
$
3,655.8
Common Stock
Share s Amount
Capital in
Exce ss of
Par Value
Re taine d
Earnings
Accumulate d O the r
Compre he nsive
Earnings (Loss)
Noncontrolling
Inte re sts
Total
Net earnings
Net purchase of subsidiary shares
from noncontrolling interests
Dividends paid to
noncontrolling interests
Net change in pension asset/liability,
net of taxes of $2.8 million
Foreign currency translation
Change in fair value of
derivative instruments,
net of taxes of $4.0 million
Compensation expense related
to stock option plan grants
Common stock issued in:
T welve purchase transactions
Stock option plans
Employee stock purchase plan
Deferred compensation
and restricted stock
Common stock repurchases
Cash dividends declared
on common stock
Balance at December 31, 2017
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.0
1.3
0.4
0.3
(0.3)
1.0
1.3
0.4
0.3
(0.3)
-
-
-
-
-
-
17.3
59.6
39.8
18.9
4.5
(17.4)
463.1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
181.0
$
181.0
$
3,388.2
(283.6)
1,095.9
$
-
-
-
4.3
183.4
16.0
-
-
-
-
-
-
-
$
(559.9)
36.1
499.2
(2.1)
(2.1)
(34.4)
(34.4)
-
0.9
4.3
184.3
-
-
-
-
-
-
-
16.0
17.3
60.6
41.1
19.3
4.8
(17.7)
-
59.7
$
(283.6)
4,164.9
$
See notes to consolidated financial statements.
66
Arthur J. Gallagher & Co.
Notes to Consolidated Financial Statements
December 31, 2017
1. Summary of Significant Accounting Policies
Terms Used in Notes to Consolidated Financial Statements
ASC - Accounting Standards Codification.
ASC Topic 606 - ASU No. 2014-09, Revenue from Contracts with Customers.
ASU - Accounting Standards Update.
FASB - The Financial Accounting Standards Board.
GAAP - U.S. generally accepted accounting principles.
IRC - Internal Revenue Code.
IRS - Internal Revenue Service.
Underwriting enterprises - Insurance companies, reinsurance companies and various other forms of risk-taking entities,
including intermediaries of underwriting enterprises.
VIE - Variable interest entity.
Nature of Operations
Arthur J. Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us or the company, provide insurance
brokerage, consulting and third party claims settlement and administration services to both domestic and international entities
through three reportable operating segments. Our brokers, agents and administrators act as intermediaries between underwriting
enterprises and our clients.
Our brokerage segment operations provide brokerage and consulting services to companies and entities of all types, including
commercial, not-for-profit, and public entities, and, to a lesser extent, individuals, in the areas of insurance placement, risk of loss
management, and management of employer sponsored benefit programs. Our risk management segment operations provide
contract claim settlement, claim administration, loss control services and risk management consulting for commercial,
not-for-profit, captive and public entities, and various other organizations that choose to self-insure property/casualty coverages
or choose to use a third-party claims management organization rather than the claim services provided by underwriting
enterprises. The corporate segment reports the financial information related to our debt, clean energy investments, external
acquisition-related expenses and other corporate costs. Clean energy investments consist of our investments in limited liability
companies that own 34 commercial clean coal production facilities that produce refined coal using Chem-Mod LLC’s proprietary
technologies. We believe these operations produce refined coal that qualifies for tax credits under IRC Section 45.
We do not assume underwriting risk on a net basis, other than with respect to de minimis amounts necessary to provide minimum
or regulatory capital amounts to organize captives, pools, specialized underwriters or risk-retention groups. Rather, capital
necessary for events of loss coverages is provided by underwriting enterprises.
Investment income and other revenues are generated from our premium financing operations and our investment portfolio, which
includes our invested cash and restricted cash we hold on behalf of our clients, as well as clean energy investments.
We are headquartered in Rolling Meadows, Illinois, have operations in 32 countries and offer client-service capabilities in more
than 150 countries globally through a network of correspondent insurance brokers and consultants.
Basis of Presentation
The accompanying consolidated financial statements include our accounts and all of our majority-owned subsidiaries (50% or
greater ownership). Substantially all of our investments in partially owned entities in which our ownership is less than 50% are
accounted for using the equity method based on the legal form of our ownership interest and the applicable ownership percentage
of the entity. However, in situations where a less than 50%-owned investment has been determined to be a VIE and we are
deemed to be the primary beneficiary in accordance with the variable interest model of consolidation, we will consolidate the
investment into our consolidated financial statements. For partially owned entities accounted for using the equity method, our
share of the net earnings of these entities is included in consolidated net earnings. All material intercompany accounts and
transactions have been eliminated in consolidation.
In the preparation of our consolidated financial statements as of December 31, 2017, management evaluated all material
subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements
were issued for potential recognition in our consolidated financial statements and/or disclosure in the notes thereto.
67
Use of Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. These accounting principles
require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses,
and the disclosure of contingent assets and liabilities at the date of our consolidated financial statements. We are also required to
make certain judgments and estimates that affect the disclosed amounts of revenues and expenses related to the potential impact
of the adoption of and future accounting under ASC Topic 606. We periodically evaluate our estimates and assumptions,
including those relating to the valuation of goodwill and other intangible assets, investments (including our IRC Section 45
investments), income taxes, stock-based compensation, claims handling obligations, retirement plans, litigation and
contingencies. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on
specific circumstances. Such estimates and assumptions could change in the future as more information becomes known, which
could impact the amounts reported and disclosed herein.
Revenue Recognition
Our revenues are derived from commissions and fees as primarily specified in a written contract, or unwritten business
understanding, with our clients or underwriting enterprises. We also recognize investment income over time from our invested
assets and invested assets we hold on behalf of our clients or underwriting enterprises.
Brokerage segment
Our brokerage segment generates revenues by:
(i) Identifying, negotiating and placing all forms of insurance or reinsurance coverages, as well as providing risk-shifting,
risk-sharing and risk-mitigation consulting services, principally related to property/casualty, life, health, welfare and
disability insurance. We also provide these services through, or in conjunction with, other unrelated agents and brokers,
consultants and management advisors.
(ii) Acting as an agent or broker for multiple underwriting enterprises by providing services such as sales, marketing,
selecting, negotiating, underwriting, servicing and placing insurance coverage on their behalf.
(iii) Providing consulting services related to health and welfare benefits, voluntary benefits, executive benefits,
compensation, retirement planning, institutional investment and fiduciary, actuarial, compliance, private insurance
exchange, human resource technology, communications, and benefits administration.
(iv) Providing management and administrative services to captives, pools, risk-retention groups, healthcare exchanges, small
underwriting enterprises, such as accounting, claims and loss processing assistance, feasibility studies, actuarial studies,
data analytics and other administrative services.
The vast majority of our brokerage contracts and service understandings are for a period of one year or less.
Commissions and fees
The primary source of brokerage segment revenues are commissions from underwriting enterprises, which are based on a
percentage of premiums paid by our clients, or fees received from clients, which are based on an agreed level of service with
our clients, usually in lieu of commissions.
Commissions are fixed at the contract effective date and generally are based on a percentage of premiums for insurance
coverage or employee head count for employer sponsored benefit plans. Commissions depend upon a large number of factors,
including the type of risk being placed, the particular underwriting enterprise’s demand, the expected loss experience of the
particular risk of coverage, and historical benchmarks surrounding the level of effort necessary for us to place and service the
insurance contract. Fees are rarely tied to the amount of premiums; instead, they are based on an expected level of effort to
provide our services.
We recognize commission and fee revenues at the later of the billing or the effective date of the related insurance policies, net
of an allowance for estimated policy cancellations. We recognize commission revenues related to installment premiums as the
installments are billed. We recognize commissions on premiums directly billed by underwriting enterprises as revenue when
we have obtained the data necessary to reasonably determine such amounts. Historically, we have not been able to reasonably
determine these types of commission revenues until we have received the cash or the related policy detail or other specific
information from the underwriting enterprise. Commissions on premiums billed directly by underwriting enterprises to the
insureds generally relate to: (i) a large number of property/casualty insurance policy transactions, each with small premiums,
and (ii) the number of enrolled employees in employer sponsored plans in our employee benefit brokerage operations. Under
these direct bill arrangements, the underwriting enterprise controls the entire billing and policy issuance process. We record the
income effects of subsequent premium adjustments when the adjustments become known. Fee revenues generated from the
brokerage segment primarily relate to fees negotiated in lieu of commissions that we recognize in the same manner as
commission revenues. We recognize these fee revenues ratably as the services are rendered, and record the income effects of
subsequent fee adjustments when the adjustments become known.
For consulting and advisory services, we recognize our revenue in the period in which we provide the service or advice. For
management and administrative services, our revenue is recognized ratably over the contract period consistent with the
performance of our obligations, mostly over an annual term.
68
Supplemental revenues
Certain underwriting enterprises may pay us additional revenues based on the volume of premium we place with them and for
insights into our sales pipeline, our sales capabilities or our risk selection knowledge. These amounts are in excess of the
commission and fee revenues discussed above, and not all business we place with underwriting enterprises is eligible for
supplemental revenues. Unlike contingent revenues, discussed below, these revenues are a fixed amount or fixed percent of
premium of the underlying eligible insurance contracts. We recognize supplemental revenues using internal data and
information received from underwriting enterprises that allows us to reasonably estimate the supplemental revenues earned in
the period.
Contingent revenues
Certain underwriting enterprises may pay us additional revenues for our sales capabilities, our risk selection knowledge, or our
administrative efficiencies. These amounts are in excess of the commission revenues discussed above, and not all business we
place with participating underwriting enterprises is eligible for contingent revenues. Unlike supplemental revenues, discussed
above, these revenues are variable, generally based on growth, the loss experience of the underlying insurance contracts, and/or
our efficiency in processing the business. We generally operate under calendar year contracts, but we do not receive these
contingent revenues from the underwriting enterprises until the following calendar year, generally in the first and second
quarters, after verification of the performance indicators outlined in the contracts. We recognize contingent revenues as
revenue when we have obtained the data necessary to reasonably determine such amounts. Historically we have not been able
to reasonably determine these types of revenues until we have received the cash or the related policy detail or other
underwriting enterprise specific information from the underwriting enterprise.
Sub-brokerage costs
Sub-brokerage costs are excluded from our gross revenues in our determination of our total revenues. Sub-brokerage costs
represent commissions paid to sub-brokers related to the placement of certain business by our brokerage segment operations.
We recognize this contra revenue in the same manner as the commission revenue to which it relates.
Risk Management segment
Revenues for our risk management segment are comprised of fees generally negotiated (i) on a per-claim basis, (ii) on a
cost-plus basis, or (iii) as performance-based fees. We also provide risk management consulting services that are recognized as
the services are delivered.
Per-claim fees
Where we operate under a contract where our fee is established on a per-claim basis, our obligation is to process claims for a
term specified within the contract, which we provide over a period of time. We recognize these fee revenues ratably as the
services are rendered, and record the income effects of subsequent fee adjustments when the adjustments become known.
Cost-plus fees
Where we provide services and generate revenues on a cost-plus basis, we recognize revenue over the contract period.
Performance-based fees
Certain clients pay us additional fee revenues for our efficiency in managing claims or on the basis of claim outcome
effectiveness. These amounts are in excess of the fee revenues discussed above. These revenues are variable, generally based
on various performance metrics of the underlying contracts. We generally operate under multi-year contracts with fiscal year
measurement periods. We do not receive these fees, if earned, until the following year after verification of the performance
metrics outlined in the contracts. Each period we base our estimates on a contract-by-contract basis.
Investment income
Investment income primarily includes interest and dividend income (including interest income from our premium financing
operations), which is accrued as it is earned. Gains on books of business sales represent one-time gains related to sales of
brokerage related businesses, which are primarily recognized on a cash received basis. Revenues from clean coal activities
include revenues from consolidated clean coal production plants, royalty income from clean coal licenses and income (loss)
related to unconsolidated clean coal production plants, all of which are recognized as earned. Revenues from consolidated clean
coal production plants represent sales of refined coal. Royalty income from clean coal licenses represents fee income related to
the use of clean coal technologies. Income (loss) from unconsolidated clean coal production plants includes losses related to our
equity portion of the pretax results of the clean coal production plants.
Claims Handling Obligations
We are obligated under certain circumstances to provide future claims handling and certain administrative services for our former
global risks brokerage clients in the U.K. Our obligation is the result of following the industry practice of insurance brokers
providing future claims handling and administrative services to former clients. In addition, under certain circumstances, our risk
management segment operations are contractually obligated to provide contract claim settlement and administration services to
our former clients. Accordingly, we record a liability for these deferred run-off obligations based on the estimated costs to
provide these future services to former clients. This liability is based on estimates and assumptions using historical data to project
future experience. Such estimates and assumptions could change in the future as more information becomes known which could
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impact the amounts reported and disclosed herein. We periodically review (at least annually) the adequacy of this liability and
will make adjustments as necessary.
Earnings per Share
Basic net earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding
during the reporting period. Diluted net earnings per share is computed by dividing net earnings by the weighted average number
of common and common equivalent shares outstanding during the reporting period. Common equivalent shares include
incremental shares from dilutive stock options, which are calculated from the date of grant under the treasury stock method using
the average market price for the period.
Cash and Cash Equivalents
Short-term investments, consisting principally of cash and money market accounts that have average maturities of 90 days or less,
are considered cash equivalents.
Restricted Cash
In our capacity as an insurance broker, we collect premiums from insureds and, after deducting our commissions and/or fees,
remit these premiums to underwriting enterprises. We hold unremitted insurance premiums in a fiduciary capacity until we
disburse them, and the use of such funds is restricted by laws in certain states and foreign jurisdictions in which our subsidiaries
operate. Various state and foreign agencies regulate insurance brokers and provide specific requirements that limit the type of
investments that may be made with such funds. Accordingly, we invest these funds in cash and U.S. Treasury fund accounts. We
can earn interest income on these unremitted funds, which is included in investment income in the accompanying consolidated
statement of earnings. These unremitted amounts are reported as restricted cash in the accompanying consolidated balance sheet,
with the related liability reported as premiums payable to underwriting enterprises. Additionally, several of our foreign
subsidiaries are required by various foreign agencies to meet certain liquidity and solvency requirements. We were in compliance
with these requirements at December 31, 2017.
Related to our third party administration business and in certain of our brokerage operations, we are responsible for client claim
funds that we hold in a fiduciary capacity. We do not earn any interest income on the funds held. These client funds have been
included in restricted cash, along with a corresponding liability in premiums payable to underwriting enterprises in the
accompanying consolidated balance sheet.
Premiums and fees receivable
Premiums and fees receivable in the accompanying consolidated balance sheet are net of allowances for estimated policy
cancellations and doubtful accounts. The allowance for estimated policy cancellations was $7.4 million and $7.1 million at
December 31, 2017 and 2016, respectively, which represents a reserve for future reversals in commission and fee revenues related
to the potential cancellation of client insurance policies that were in force as of each year end. The allowance for doubtful
accounts was $13.5 million and $12.8 million at December 31, 2017 and 2016, respectively. We establish the allowance for
estimated policy cancellations through a charge to revenues and the allowance for doubtful accounts through a charge to
operating expenses. Both of these allowances are based on estimates and assumptions using historical data to project future
experience. Such estimates and assumptions could change in the future as more information becomes known which could impact
the amounts reported and disclosed herein. We periodically review the adequacy of these allowances and make adjustments as
necessary.
Derivative Instruments
We are exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk
related to these exposures, we enter into various derivative instruments that reduce these risks by creating offsetting exposures In
the normal course of business, we are exposed to the impact of foreign currency fluctuations that impact our results of operations
and cash flows. We utilize a foreign currency risk management program involving foreign currency derivatives that consist of
several monthly put/call options designed to hedge a portion of our future foreign currency disbursements through various future
payment dates. To mitigate the counterparty credit risk we only enter into contracts with major financial institutions based upon
their credit ratings and other factors. These derivative instrument contracts are cash flow hedges that qualify for hedge
accounting and primarily hedge against fluctuations between changes in the GBP and Indian Rupee versus the U.S. dollar.
Changes in fair value of the derivative instruments are reflected in other comprehensive earnings in the accompanying
consolidated balance sheet. The impact of the hedge at maturity is recognized in the income statement as a component of
investment income, compensation and operating expenses depending on the nature of the hedged item. We enter into various
long term debt agreements. We use interest rate derivatives, typically swaps, to reduce our exposure to the effects of interest rate
fluctuations on the forecasted interest rates for up to two years into the future. These derivative instrument contracts are
periodically monitored for hedge ineffectiveness, the amount of which has not been material to the accompanying consolidated
financial statements. We do not use derivatives for trading or speculative purposes.
Premium Financing
Seven subsidiaries of the brokerage segment make short-term loans (generally with terms of twelve months or less) to our clients
to finance premiums. These premium financing contracts are structured to minimize potential bad debt expense to us. Such
receivables are generally considered delinquent after seven days of the payment due date. In normal course, insurance policies
are cancelled within one month of the contractual payment due date if the payment remains delinquent. We recognize interest
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income as it is earned over the life of the contract using the “level-yield” method. Unearned interest related to contracts
receivable is included in the receivable balance in the accompanying consolidated balance sheet. The outstanding loan receivable
balance was $305.5 million and $241.2 million at December 31, 2017 and 2016, respectively.
Fixed Assets
We carry fixed assets at cost, less accumulated depreciation, in the accompanying consolidated balance sheet. We periodically
review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of
the assets may not be recoverable. Under those circumstances, if the fair value were less than the carrying amount of the asset,
we would recognize a loss for the difference. Depreciation for fixed assets is computed using the straight-line method over the
following estimated useful lives:
Office equipment
Furniture and fixtures
Computer equipment
Building
Software
Refined fuel plants
Leasehold improvements
Useful Life
Three to ten years
Three to ten years
Three to five years
Fifteen to forty years
Three to five years
Ten years
Shorter of the lease term or useful life of the asset
Intangible Assets
Intangible assets represent the excess of cost over the estimated fair value of net tangible assets of acquired businesses. Our
primary intangible assets are classified as either goodwill, expiration lists, non-compete agreements or trade names. Expiration
lists, non-compete agreements and trade names are amortized using the straight-line method over their estimated useful lives
(three to fifteen years for expiration lists, three to five years for non-compete agreements and five to fifteen years for trade
names), while goodwill is not subject to amortization. The establishment of goodwill, expiration lists, non-compete agreements
and trade names and the determination of estimated useful lives are primarily based on valuations we receive from qualified
independent appraisers. The calculations of these amounts are based on estimates and assumptions using historical and projected
financial information and recognized valuation methods. Different estimates or assumptions could produce different results. We
carry intangible assets at cost, less accumulated amortization, in the accompanying consolidated balance sheet.
We review all of our intangible assets for impairment periodically (at least annually for goodwill) and whenever events or
changes in business circumstances indicate that the carrying value of the assets may not be recoverable. We perform such
impairment reviews at the division (i.e., reporting unit) level with respect to goodwill and at the business unit level for
amortizable intangible assets. In reviewing intangible assets, if the fair value were less than the carrying amount of the respective
(or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a
loss would need to be charged against current period earnings as a component of amortization expense. Based on the results of
impairment reviews in 2017, 2016 and 2015, we wrote off $6.2 million, $1.8 million and $11.5 million, respectively, of
amortizable intangible assets primarily related to prior year acquisitions of our brokerage segment, which is included in
amortization expense in the accompanying consolidated statement of earnings. The determinations of impairment indicators and
fair value are based on estimates and assumptions related to the amount and timing of future cash flows and future interest rates.
Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts
reported and disclosed herein.
Income Taxes
Our tax rate reflects the statutory tax rates applicable to our taxable earnings and tax planning in the various jurisdictions in which
we operate. Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax
positions. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken
in our tax return. We evaluate our tax positions using a two-step process. The first step involves recognition. We determine
whether it is more likely than not that a tax position will be sustained upon tax examination based solely on the technical merits of
the position. The technical merits of a tax position are derived from both statutory and judicial authority (legislation and statutes,
legislative intent, regulations, rulings and case law) and their applicability to the facts and circumstances of the position. If a tax
position does not meet the “more likely than not” recognition threshold, we do not recognize the benefit of that position in the
financial statements. The second step is measurement. A tax position that meets the “more likely than not” recognition threshold
is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the
largest amount of benefit that has a likelihood of greater than 50% of being realized upon ultimate resolution with a taxing
authority.
Uncertain tax positions are measured based upon the facts and circumstances that exist at each reporting period and involve
significant management judgment. Subsequent changes in judgment based upon new information may lead to changes in
recognition, derecognition and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing
authorities, or expiration of a statute of limitations barring an assessment for an issue. We recognize interest and penalties, if any,
related to unrecognized tax benefits in our provision for income taxes.
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Tax law requires certain items to be included in our tax returns at different times than such items are reflected in the financial
statements. As a result, the annual tax expense reflected in our consolidated statements of earnings is different than that reported
in our tax returns. Some of these differences are permanent, such as expenses that are not deductible in our tax returns, and some
differences are temporary and reverse over time, such as depreciation expense and amortization expense deductible for income
tax purposes. Temporary differences create deferred tax assets and liabilities. Deferred tax liabilities generally represent tax
expense recognized in the financial statements for which a tax payment has been deferred, or expense which has been deducted in
the tax return but has not yet been recognized in the financial statements. Deferred tax assets generally represent items that can
be used as a tax deduction or credit in tax returns in future years for which a benefit has already been recorded in the financial
statements.
We establish or adjust valuation allowances for deferred tax assets when we estimate that it is more likely than not that future
taxable income will be insufficient to fully use a deduction or credit in a specific jurisdiction. In assessing the need for the
recognition of a valuation allowance for deferred tax assets, we consider whether it is more likely than not that some portion, or
all, of the deferred tax assets will not be realized and adjust the valuation allowance accordingly. We evaluate all significant
available positive and negative evidence as part of our analysis. Negative evidence includes the existence of losses in recent
years. Positive evidence includes the forecast of future taxable income by jurisdiction, tax-planning strategies that would result in
the realization of deferred tax assets and the presence of taxable income in prior carryback years. The underlying assumptions we
use in forecasting future taxable income require significant judgment and take into account our recent performance. Such
estimates and assumptions could change in the future as more information becomes known which could impact the amounts
reported and disclosed herein. The ultimate realization of deferred tax assets depends on the generation of future taxable income
during the periods in which temporary differences are deductible or creditable.
Fair Value of Financial Instruments
Fair value accounting establishes a framework for measuring fair value, which is defined as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an
exit price). This framework includes a fair value hierarchy that prioritizes the inputs to the valuation technique used to measure
fair value.
The classification of a financial instrument within the valuation hierarchy is based upon the transparency of inputs to the
valuation of an asset or liability on the measurement date. The three levels of the hierarchy in order of priority of inputs to the
valuation technique are defined as follows:
• Level 1 - Valuations are based on unadjusted quoted prices in active markets for identical financial instruments;
• Level 2 - Valuations are based on quoted market prices, other than quoted prices included in Level 1, in markets that are
not active or on inputs that are observable either directly or indirectly for the full term of the financial instrument; and
• Level 3 - Valuations are based on pricing or valuation techniques that require inputs that are both unobservable and
significant to the overall fair value measurement of the financial instrument. Such inputs may reflect management’s own
assumptions about the assumptions a market participant would use in pricing the financial instrument.
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level
input that is significant to the fair value measure in its entirety.
The carrying amounts of financial assets and liabilities reported in the accompanying consolidated balance sheet for cash and cash
equivalents, restricted cash, premiums and fees receivable, premiums payable to underwriting enterprises, accrued salaries and
bonuses, accounts payable and other accrued liabilities, unearned fees and income taxes payable, at December 31, 2017 and 2016,
approximate fair value because of the short-term duration of these instruments. See Note 3 to these consolidated financial
statements for the fair values related to the establishment of intangible assets and the establishment and adjustment of earnout
payables. See Note 7 to these consolidated financial statements for the fair values related to borrowings outstanding at
December 31, 2017 and 2016 under our debt agreements. See Note 12 to these consolidated financial statements for the fair
values related to investments at December 31, 2017 and 2016 under our defined benefit pension plan.
Litigation
We are the defendant in various legal actions related to claims, lawsuits and proceedings incident to the nature of our business.
We record liabilities for loss contingencies, including legal costs (such as fees and expenses of external lawyers and other service
providers) to be incurred, when it is probable that a liability has been incurred on or before the balance sheet date and the amount
of the liability can be reasonably estimated. We do not discount such contingent liabilities. To the extent recovery of such losses
and legal costs is probable under our insurance programs, we record estimated recoveries concurrently with the losses recognized.
Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance
recoveries. In order to assess our potential liability, we analyze our litigation exposure based on available information, including
consultation with outside counsel handling the defense of these matters. As these liabilities are uncertain by their nature, the
recorded amounts may change due to a variety of different factors, including new developments in, or changes in approach, such
as changing the settlement strategy as applicable to each matter.
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Retention bonus arrangements
In connection with the hiring and retention of both new talent and experienced personnel, including our senior management,
brokers and other key personnel, we have entered into various agreements with key employees setting up the conditions for the
cash payment of certain retention bonuses. These bonuses are an incentive for these employees to remain with the company, for a
fixed period of time, to allow us to capitalize on their knowledge and experience. We have various forms of retention bonus
arrangements; some are paid up front and some are paid at the end of the term, but all are contingent upon successfully
completing a minimum period of employment. A retention bonus that is paid to an employee upfront that is contingent on a
certain minimum period of employment, will be initially classified as a prepaid asset and amortized to compensation expense as
the future services are rendered over the duration of the stay period. A retention bonus that is paid to an employee at the end of
the term that is contingent on a certain minimum period of employment, will be accrued as a liability through compensation
expense as the future services are rendered over the duration of the stay period. If an employee leaves prior to the required time
frame to earn the retention bonus outright, then all or any portion that is ultimately unearned or refundable, and recovered by the
company if prepaid, is forfeited and reversed through compensation expense.
Stock-Based Compensation
We have several employee equity-settled and cash-settled share-based compensation plans. Equity-settled share-based payments
to employees include grants of stock options, performance stock units and restricted stock units and are measured based on
estimated grant date fair value. We have elected to use the Black-Scholes option pricing model to determine the fair value of
stock options on the dates of grant. Performance stock units are measured on the probable outcome of the performance conditions
applicable to each grant. Restricted stock units are measured based on the fair market values of the underlying stock on the dates
of grant. Shares are issued on the vesting dates net of the minimum statutory tax withholding requirements, as applicable, to be
paid by us on behalf of our employees. As a result, the actual number of shares issued will be fewer than the actual number of
performance stock units and restricted stock units outstanding. Furthermore, we record the liability for withholding amounts to
be paid by us as a reduction to additional paid-in capital when paid.
Cash-settled share-based payments to employees include awards under our Performance Unit Program and stock appreciation
rights. The fair value of the amount payable to employees in respect of cash-settled share-based payments is recognized as
compensation expense, with a corresponding increase in liabilities, over the vesting period. The liability is remeasured at each
reporting date and at settlement date. Any changes in fair value of the liability are recognized as compensation expense.
We recognize share-based compensation expense over the requisite service period for awards expected to ultimately vest.
Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs from original estimates.
Employee Stock Purchase Plan
We have an employee stock purchase plan (which we refer to as the ESPP), under which the sale of 8.0 million shares of our
common stock has been authorized. Eligible employees may contribute up to 15% of their compensation towards the quarterly
purchase of our common stock at a purchase price equal to 95% of the lesser of the fair market value of our common stock on the
first business day or the last business day of the quarterly offering period. Eligible employees may annually purchase shares of
our common stock with an aggregate fair market value of up to $25,000 (measured as of the first day of each quarterly offering
period of each calendar year), provided that no employee may purchase more than 2,000 shares of our common stock under the
ESPP during any calendar year. At December 31, 2017, 7.2 million shares of our common stock was reserved for future issuance
under the ESPP.
Defined Benefit Pension and Other Postretirement Plans
We recognize in our consolidated balance sheet, an asset for our defined benefit postretirement plans’ overfunded status or a
liability for our plans’ underfunded status. We recognize changes in the funded status of our defined benefit postretirement plans
in comprehensive earnings in the year in which the changes occur. We use December 31 as the measurement date for our plans’
assets and benefit obligations. See Note 12 to these consolidated financial statements for additional information required to be
disclosed related to our defined benefit postretirement plans.
2. Effect of New Accounting Pronouncements
Hedge Accounting
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to
Accounting for Hedging Activities. The new guidance amends the hedge accounting model in the current guidance to enable
entities to better portray the economics of their risk management activities in the financial statements and enhance the
transparency and understandability of hedge results. The new guidance requires revised tabular disclosures that focus on the
effect of hedge accounting by income statement line and the disclosure of the cumulative basis adjustments to the hedged assets
and liabilities in fair value hedges. Certain additional disclosures are also required for hedge relationships designated under the
last-of-layer method. The current guidance that requires entities to disclose hedge ineffectiveness has been eliminated because
this amount will no longer be separately measured. Under the new guidance, entities will apply the amendments to cash flow and
net investment hedge relationships that exist on the date of adoption using a modified retrospective approach (i.e., with a
cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date). The new
guidance also provides transition relief to make it easier for entities to apply certain amendments to existing hedges (including
fair value hedges) where the hedge documentation needs to be modified. The presentation and disclosure requirements will be
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applied prospectively. The new guidance is effective for annual periods beginning after December 15, 2018, including interim
periods within those periods. Early adoption is permitted in any interim period or annual year before the effective date. If the
guidance is early adopted in an interim period, any adjustments would be reflected as of the beginning of the fiscal year that
includes that interim period. We are currently assessing the impact that adopting this new guidance will have on our consolidated
financial statements.
Presentation of Net Periodic Pension and Postretirement Benefit Cost
In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic
Postretirement Benefit Cost. The new guidance requires that an employer report the service cost component in the same line item
or items as other compensation costs arising from services rendered by the pertinent employees during the period. It also requires
the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income
statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. An
entity will apply the new guidance retrospectively for the presentation of the service cost component and the other components of
net periodic pension cost and net periodic postretirement benefit cost in the consolidated statement of earnings. The new
guidance allows a practical expedient that permits an employer to use the amounts disclosed in its pension and other
postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective
presentation requirements. The new guidance is effective in the first quarter of 2018. The adoption of this guidance will have no
impact on our consolidated net earnings. The presentation in our consolidated statement of earnings will reflect a change in
compensation expense offset by an equal change in operating expense for each period presented. See Note 12 to these 2017
consolidated financial statements for details on our net periodic pension benefit cost.
Business Combinations
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a
Business. The new guidance clarifies the definition of a business with the objective of adding information to assist entities with
evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a
business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The new guidance is
effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Management
does not anticipate that this new guidance will have a material impact on our consolidated financial statements upon adoption.
Intangibles - Goodwill and Other
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment. The new guidance eliminates Step 2 of the goodwill impairment test. Instead, the updated guidance
requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its
carrying value, and recognizing a non-cash impairment charge for the amount by which the carrying value exceeds the reporting
unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. The new guidance is
effective beginning January 1, 2020, with early adoption permitted, and will be applied on a prospective basis. The new guidance
currently has no impact on our consolidated financial statements; however, we will evaluate the impact of this updated guidance
on future annual or interim goodwill impairment tests performed.
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under this new accounting guidance, an entity is
required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing
arrangements. This new guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions.
Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user
of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This new guidance is
effective for first quarter 2019, and requires a modified retrospective adoption, with early adoption permitted. Under the
modified retrospective approach, lessees are required to recognize and measure leases at the beginning of the earliest period
presented. In addition, the modified retrospective approach includes a number of optional practical expedients that entities may
elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the
effective date, initial direct costs for leases that commenced before the effective date and the ability to use hindsight in evaluating
lessee options to extend or terminate a lease or to purchase the underlying asset.
While we are continuing to assess all potential impacts of the new guidance, we anticipate this guidance will have an impact on
our consolidated financial statements. We currently believe the most significant impact relates to our real estate operating leases
and the related recognition of right-of-use assets and lease liabilities in both noncurrent assets and noncurrent liabilities in our
consolidated balance sheet. See Note 15 to these 2017 consolidated financial statements for details on our current lease
arrangements.
Stock Compensation
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification
Accounting (ASU 2017-09). This new accounting guidance provides information about which changes to the terms or conditions
of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for
financial statements issued for annual reporting periods beginning after December 15, 2017 and interim periods within those
years. Earlier application is permitted. We do not expect that the adoption of this new guidance will have a material impact on
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our consolidated financial statements as we historically have not made changes to the terms or conditions of an outstanding share-
based payment award.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to
Employee Share-Based Payment Accounting (ASU 2016-09). This new accounting guidance requires that companies recognize
the excess income tax effects of awards in the income statement when the awards vest or are settled, rather than recognizing the
tax benefits in excess of compensation costs through stockholders’ equity. ASU 2016-09 provides that this requirement be
applied prospectively. As it relates to forfeitures, the guidance allows for companies to choose whether to continue to estimate
forfeitures or account for forfeitures as they occur. This new guidance was effective in first quarter 2017 and has been applied by
us. Due to the adoption of the new guidance, we recognized the income tax benefit of stock based awards that vested or were
settled in the year ended December 31, 2017 of $15.1 million in our consolidated statement of earnings. The income tax benefit
of stock based awards that vested or were settled in the years ended December 31, 2016 and 2015 was $6.5 million and
$5.3 million, respectively, that was recognized in our consolidated stockholders’ equity. Additionally, our consolidated statement
of cash flows now presents excess tax benefits as an operating activity, rather than as a financing activity, applied prospectively.
Finally, we elected to continue to estimate forfeitures based on historical data and recognize forfeitures over the vesting period of
the award.
Cash Receipts and Cash Payments
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash
Receipts and Cash Payments, (ASU 2016-15). The amendments in ASU 2016-15 address eight specific cash flow issues and
apply to all entities that are required to present a statement of cash flows under ASC 230, Statement of Cash Flows. This new
guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within
those fiscal years, with early adoption permitted. We early adopted this guidance in first quarter 2017.
The adoption of this guidance resulted in a change to our classification whereby contingent payments on acquisitions that are up
to the acquisition date fair value have been presented in financing activities and those payments in excess of the acquisition date
fair value have been presented in operating activities. Historically these payments have all been included in investing activities.
Accordingly, in our 2016 consolidated statement of cash flows, we reclassified $22.8 million and $45.5 million of payments from
investing activities to operating activities and financing activities, respectively, to conform to the current year presentation. In our
2015 consolidated statement of cash flows, we reclassified $12.1 million and $21.8 million of payments from investing activities
to operating activities and financing activities, respectively, to conform to the current year presentation. The modifications can be
seen in our statement of cash flows.
Income Taxes
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than
Inventory. This new accounting guidance allows entities to recognize the income tax consequences of an intra-entity transfer of
an asset other than inventory when the transfer occurs. Current guidance does not allow recognition until the asset has been sold
to an outside party. This new guidance is effective beginning on January 1, 2018 and is to be applied on a modified retrospective
basis. Early adoption is permitted. Management believes that the adoption of this new guidance will not have a material impact
on our consolidated financial statements.
Restricted Cash
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This new
accounting guidance addresses the classification and presentation of changes in restricted cash on the statement of cash flows
under Topic 230, Statement of Cash Flows. This guidance is effective for public business entities for fiscal years beginning after
December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities. We early adopted
this guidance in fourth quarter 2017. The adoption of this new guidance changed the presentation in our consolidated statement
of cash flows as we now show the changes in the total of cash, cash equivalents and restricted cash in the statement of cash flows.
Previously, the net change in restricted cash was reported as an operating activity and cash paid for acquisitions, net of cash was
not presented net of restricted cash. In our 2016 consolidated statement of cash flows, the adoption of ASU 2016-18 resulted in
an increase to net cash provided by operating activities of $50.3 million and a decrease to cash paid for acquisitions, net of cash
and restricted cash of $15.6 million. These changes resulted in a change of $85.9 million to the effect of changes in foreign
exchange rates on cash, cash equivalents and restricted cash. In our 2015 consolidated statement of cash flows, the adoption of
ASU 2016-18 resulted in an increase to net cash provided by operating activities of $45.6 million and a decrease to cash paid for
acquisitions, net of cash and restricted cash of $58.8 million. These changes resulted in a change of $59.9 million to the effect of
changes in foreign exchange rates on cash, cash equivalents and restricted cash. The modifications can be seen in our statement
of cash flows.
75
The following is a reconciliation of our December 31 cash, cash equivalents and restricted cash balances as presented in the
consolidated statement of cash flows for the years ended December 31, 2017, 2016 and 2015 (in millions):
Cash and cash equivalents
Restricted cash
2017
December 31,
2016
2015
$
681.2
1,623.8
$
545.5
1,392.1
$
480.4
1,412.1
Total cash, cash equivalents and restricted cash
$
2,305.0
$
1,937.6
$
1,892.5
Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new ASC Topic 606, which will
supersede nearly all existing revenue recognition guidance under GAAP. The core principal of the new accounting guidance is
that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. Amendments to ASC Topic 340,
Other Assets and Deferred Costs, require the capitalization of costs to obtain and costs to fulfill customer contracts, which are
currently expensed as incurred. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty
of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets
recognized from costs incurred to obtain or fulfill a contract. The new guidance is effective for us in first quarter 2018. Two
methods of transition are permitted upon adoption; full retrospective and modified retrospective. Under the full retrospective
method, prior periods would be restated under the new revenue standard, providing a comparable view across all periods
presented. Under the modified retrospective method, prior periods would not be restated. Rather, revenues and other disclosures
for pre-2018 periods would be provided in the notes to the financial statements as previously reported under the current revenue
standard.
We adopted ASC Topic 606 as of January 1, 2018, using the full retrospective method to restate each prior reporting period
presented. An assessment to determine the impacts of the new accounting standard has been performed. We implemented new
accounting and operational processes which were a result of the new guidance and analyzed the impact of these changes. We
anticipate the cumulative effect of the adoption to be recognized will be an increase to retained earnings of between
$100.0 million and $180.0 million on January 1, 2016. At the time of this filing we are completing our final review of the
amount. Our final review includes steps related to our international locations, our acquired companies and ensuring these
multiple systems have complied with the processes that we have established. We anticipate this standard will have a material
impact on individual lines in our consolidated financial statements, but we do not expect it will have as much of an impact on our
results of operations on an annual basis. The primary impacts of the new standard to our product and service lines are anticipated
to be as follows:
Brokerage segment
Revenue - We currently recognize revenue for certain of our brokerage activities, such as installments on agency bill, direct
bill and contingent revenue, over a period of time either due to the transfer of value to our clients or as the remuneration
becomes determinable. Under the new guidance, these revenues will be substantially recognized at a point in time on the
effective date of the associated policies when control of the policy transfers to the client. On the other hand, under the new
guidance we will need to defer certain revenues to reflect delivery of services over the contract period. As a result, revenue
from certain arrangements will be recognized in earlier periods under the new guidance in comparison to our current
accounting policies, and others will be recognized in later periods. The net effect of all of these changes on the timing and
amount of revenue recognized will be a net increase in revenue recognized for our annual reporting periods with a shift in the
timing of revenue recognized in the interim periods to the first quarter from the other three quarters.
The primary reason for the increase in the amount of revenue recognized relates to our employee benefits business.
Historically we have recognized this revenue throughout the contract period as underlying client exposure units became
certain. Under the new guidance, the full year revenue under each of these contracts will be estimated at the effective date of
the underlying policies resulting in acceleration of revenue recognized, with a reassessment at each reporting date. This also
will cause a shift in the timing of revenue recognized in the interim periods as a majority of these annual contracts incept in
the first quarter. Partially offsetting this interim impact will be the recognition of contingent revenues related to all of our
brokerage business as these revenues will be estimated and accrued throughout the year as the underlying business is placed
with the insurance carriers rather than our historical recognition where the majority of these were recognized in the first
quarter, typically when we received cash or the related policy detail or other carrier specific information from the insurance
carrier.
Expense - The assets recognized for the costs to obtain and/or fulfill a contract will be amortized on a systematic basis that is
consistent with the transfer of the services to which the asset relates. For the vast majority of our contracts, the renewal period
is one year or less and renewal costs are commensurate with the initial contract. As a result, we plan to apply a practical
expedient and recognize the costs of obtaining a contract as an expense when incurred. We are quantifying and analyzing the
impact of the costs to fulfill a contract. We do not expect the net impact of deferring and amortizing these costs to be material
on an annual basis, but it will have an impact on the timing of expenses recognized in the interim periods.
76
Risk management segment
Revenue - Under the new guidance, when we have the obligation to adjust claims until closure and are compensated on a per
claim basis, we will record the full amount of the claim revenue upon notification of the claim and defer certain revenues to
reflect delivery of services over the claim handling period. When our obligation is to provide claims services throughout a
contract period, we will recognize revenue ratably across that contract period. As such, we anticipate the net impact of the
new guidance will require more initial revenue deferral and recognition over a longer period of time than under our current
accounting policies.
Expense - The assets recognized for the costs to obtain and/or to fulfill a contract will be amortized on a systematic basis that
is consistent with the transfer of the services to which the asset relates. We do not believe we have material costs to obtain
and we are quantifying the impact of our costs to fulfill. We do not expect the net impact of deferring and amortizing these
costs to obtain or to fulfill to be material on our annual or interim reporting periods.
Corporate segment
We expect that the timing related to recognition of revenue in our corporate segment will remain substantially unchanged. We
do not expect a material impact on our annual after tax earnings, but we do expect a material change in the emergence of our
after tax earnings in the interim quarterly periods as income tax credits are recognized based on our quarterly consolidated
pretax earnings patterns.
3. Business Combinations
During 2017, we acquired substantially all of the net assets of the following firms in exchange for our common stock and/or cash.
These acquisitions have been accounted for using the acquisition method for recording business combinations (in millions, except
share data):
Name and Effective
Date of Acquisition
Construction Risk
Solutions, LLC (CRS)
January 1, 2017
Hill, Chesson &
Woody (HCW)
January 1, 2017
Presidio Group,
Inc. (PG)
January 1, 2017
Commercial Insurance
Brokers (CIB)
April 1, 2017
Williams - Manny
Insurance
Group (WMI)
May 1, 2017
GPL Assurance
Inc. (GPL)
August 1, 2017
Lutgert Insurance (LI)
September 1, 2017
DiBrina Group (DBG)
October 1, 2017
31 other acquisitions
completed in 2017
Common
Shares
Issued
(000s)
Common
Share
Value
Cash Paid
Accrued
Liability
Escrow
Deposited
Recorded
Earnout
Payable
Total
Recorded
Purchase
Price
Maximum
Potential
Earnout
Payable
$
-
$
27.9
$
-
$
3.1
$
4.4
$
35.4
$
10.0
-
-
-
-
-
-
-
518
688
170
9.8
28.2
-
-
-
34.8
41.8
17.7
-
-
-
37.8
25.2
38.6
27.9
120.4
-
-
-
-
-
-
-
-
0.7
4.8
2.0
2.0
4.2
1.3
4.5
12.0
15.9
51.4
24.4
7.0
0.8
5.4
5.8
6.4
13.1
42.4
53.6
15.0
20.5
3.6
45.4
11.5
47.8
32.9
56.2
202.7
8.0
10.2
24.2
94.1
$
37.7
$
372.4
$
-
$
34.6
$
101.2
$
545.9
$
201.0
Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the
applicable acquisition. We record escrow deposits that are returned to us as a result of adjustments to net assets acquired as
reductions of goodwill when the escrows are settled. The maximum potential earnout payables disclosed in the foregoing table
77
represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for
the applicable acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future
operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date, are measured at fair
value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table.
We will record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our consolidated
statement of earnings when incurred.
The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers
of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair
value measurement. In determining fair value, we estimated the acquired entity’s future performance using financial projections
developed by management for the acquired entity and market participant assumptions that were derived for revenue growth
and/or profitability. Revenue growth rates generally ranged from 5.0% to 17.0% for our 2017 acquisitions. We estimated future
payments using the earnout formula and performance targets specified in each purchase agreement and these financial
projections. We then discounted these payments to present value using a risk-adjusted rate that takes into consideration
market-based rates of return that reflect the ability of the acquired entity to achieve the targets. These discount rates generally
ranged from 7.5% to 9.0% for our 2017 acquisitions. Changes in financial projections, market participant assumptions for
revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded
earnout obligations.
During 2017, 2016 and 2015, we recognized $20.2 million, $16.9 million and $16.2 million, respectively, of expense in our
consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our
acquisitions. In addition, during 2017, 2016 and 2015, we recognized $10.7 million, $15.2 million and $24.4 million of expense,
respectively, related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with
revised projections of future performance for 108, 101 and 105 acquisitions, respectively. The aggregate amount of maximum
earnout obligations related to acquisitions made in 2014 and subsequent years was $567.9 million as of December 31, 2017, of
which $264.2 million was recorded in the consolidated balance sheet as of that date based on the estimated fair value of the
expected future payments to be made. The aggregate amount of maximum earnout obligations related to acquisitions made in
2013 and subsequent years was $527.2 million as of December 31, 2016, of which $242.3 million was recorded in the
consolidated balance sheet as of that date based on the estimated fair value of the expected future payments to be made.
The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in 2017
(in millions):
Cash
Other current assets
Fixed assets
Noncurrent assets
Goodwill
Expiration lists
Non-compete
agreements
Trade names
Total assets
acquired
Current liabilities
Noncurrent liabilities
Total liabilities
assumed
Total net assets
acquired
31 Other
CRS
$
-
3.6
-
-
20.3
14.6
0.1
-
38.6
3.2
-
HCW
$
-
2.1
-
0.2
29.9
19.2
0.1
-
51.5
0.1
-
PG
CIB
WMI
GPL
LI
DBG Acquisitions
Total
$
-
2.4
0.5
-
25.6
27.9
0.1
-
56.5
2.9
-
$
0.1
3.6
0.1
-
11.7
9.0
-
-
24.5
4.0
-
$
0.3
1.8
0.2
-
26.1
18.5
0.1
-
47.0
1.6
-
$
0.4
13.6
1.0
-
33.4
14.5
0.5
0.1
63.5
11.6
4.1
$
0.2
1.2
0.6
-
18.9
12.9
0.1
-
33.9
1.0
-
$
-
0.3
0.9
-
33.5
21.6
-
-
56.3
0.1
-
$
8.9
9.6
1.3
-
105.1
103.2
2.6
-
230.7
12.5
15.5
$
9.9
38.2
4.6
0.2
304.5
241.4
3.6
0.1
602.5
37.0
19.6
3.2
0.1
2.9
4.0
1.6
15.7
1.0
0.1
28.0
56.6
$
35.4
$
51.4
$
53.6
$
20.5
$
45.4
$
47.8
$
32.9
$
56.2
$
202.7
$
545.9
Among other things, these acquisitions allow us to expand into desirable geographic locations, further extend our presence in the
retail and wholesale insurance brokerage services and risk management industries and increase the volume of general services
currently provided. The excess of the purchase price over the estimated fair value of the tangible net assets acquired at the
acquisition date was allocated to goodwill, expiration lists, non-compete agreements and trade names in the amounts of
$304.5 million, $241.4 million, $3.6 million and $0.1 million, respectively, within the brokerage segment.
78
Provisional estimates of fair value are established at the time of the acquisition and are subsequently reviewed within the first
year of operations subsequent to the acquisition date to determine the necessity for adjustments. The fair value of the tangible
assets and liabilities for each applicable acquisition at the acquisition date approximated their carrying values. The fair value of
expiration lists was established using the excess earnings method, which is an income approach based on estimated financial
projections developed by management for each acquired entity using market participant assumptions. Revenue growth and
attrition rates generally ranged from 2.0% to 3.3% and 5.0% to 10.0% for our 2017 acquisitions, respectively, for which
valuations were performed in 2017. We estimate the fair value as the present value of the benefits anticipated from ownership of
the subject customer list in excess of returns required on the investment in contributory assets necessary to realize those benefits.
The rate used to discount the net benefits was based on a risk-adjusted rate that takes into consideration market-based rates of
return and reflects the risk of the asset relative to the acquired business. These discount rates generally ranged from 12.0% to
14.0% for our 2017 acquisitions, for which a valuation was performed. The fair value of non-compete agreements was
established using the profit differential method, which is an income approach based on estimated financial projections developed
by management for the acquired company using market participant assumptions and various non-compete scenarios.
Expiration lists, non-compete agreements and trade names related to our acquisitions are amortized using the straight-line method
over their estimated useful lives (three to fifteen years for expiration lists, three to five years for non-compete agreements and
three to five years for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize
these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We
review all of our intangible assets for impairment periodically (at least annually) and whenever events or changes in business
circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing intangible assets, if the fair
value were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and
further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as
a component of amortization expense. Based on the results of impairment reviews in 2017, 2016 and 2015, we wrote off
$6.2 million, $1.8 million and $11.5 million of amortizable intangible assets related to the brokerage segment.
Of the $241.4 million of expiration lists, $3.6 million of non-compete agreements and $0.1 million of trade names related to the
2017 acquisitions, $65.1 million, $2.5 million and $0.1 million, respectively, is not expected to be deductible for income tax
purposes. Accordingly, we recorded a deferred tax liability of $18.6 million, and a corresponding amount of goodwill, in 2017
related to the nondeductible amortizable intangible assets.
Our consolidated financial statements for the year ended December 31, 2017 include the operations of the acquired entities from
their respective acquisition dates. The following is a summary of the unaudited pro forma historical results, as if these entities
had been acquired at January 1, 2016 (in millions, except per share data):
Total revenues
Net earnings attributable to controlling interests
Basic earnings per share
Diluted earnings per share
Year Ended December 31,
2017
2016
$ 6,222.8
$ 5,765.9
466.3
414.5
2.58
2.33
2.56
2.31
The unaudited pro forma results above have been prepared for comparative purposes only and do not purport to be indicative of
the results of operations which actually would have resulted had these acquisitions occurred at January 1, 2016, nor are they
necessarily indicative of future operating results. Annualized revenues of entities acquired in 2017 totaled approximately
$172.3 million. Total revenues and net earnings recorded in our consolidated statement of earnings for 2017 related to the 2017
acquisitions in the aggregate, were $112.6 million and $4.7 million, respectively.
4. Other Current Assets
Major classes of other current assets consist of the following (in millions):
Premium finance advances and loans
Accrued supplemental, direct bill and other receivables
Refined coal production related receivables
Prepaid expenses
Total other current assets
December 31,
2017
2016
$
305.5
154.6
156.8
91.5
$
241.2
177.2
136.9
78.4
$
708.4
$
633.7
The premium finance loans represent short-term loans which we make to many of our brokerage related clients and other
non-brokerage clients to finance their premiums paid to underwriting enterprises. These premium finance loans are primarily
79
generated by three Australian and New Zealand premium finance subsidiaries. Financing receivables are carried at amortized
cost. Given that these receivables carry a fairly rapid delinquency period of only seven days post payment date, and that
contractually the majority of the underlying insurance policies will be cancelled within one month of the payment due date in
normal course, there historically has been a minimal risk of not receiving payment, and therefore we do not maintain any
significant allowance for losses against this balance.
5. Fixed Assets
Major classes of fixed assets consist of the following (in millions):
Office equipment
Furniture and fixtures
Leasehold improvements
Computer equipment
Land and buildings - corporate headquarters
Software
Other
Work in process
Accumulated depreciation
Net fixed assets
December 31,
2017
2016
$
28.6
112.3
124.2
147.9
143.6
291.9
12.0
20.1
$
22.5
96.7
107.8
131.4
141.7
268.4
10.0
10.6
880.6
(468.4)
789.1
(411.5)
$
412.2
$
377.6
The amounts in work in process in the table above primarily are for capitalized expenditures incurred related to IT development
projects in 2017 and 2016.
6. Intangible Assets
The carrying amount of goodwill at December 31, 2017 and 2016 allocated by domestic and foreign operations is as follows
(in millions):
At December 31, 2017
United States
United Kingdom
Canada
Australia
New Zealand
Other foreign
Total goodwill - net
At December 31, 2016
United States
United Kingdom
Canada
Australia
New Zealand
Other foreign
Total goodwill - net
Brokerage
Risk
Management
Corporate
Total
$
2,314.2
738.5
375.3
416.6
209.3
98.4
$
25.8
7.2
-
-
9.6
-
-
$
-
-
-
-
3.0
$
2,340.0
745.7
375.3
416.6
218.9
101.4
$
4,152.3
$
42.6
$
3.0
$
4,197.9
$
2,115.0
662.2
292.2
382.7
205.0
79.8
$
23.5
4.3
-
-
0.3
-
$
-
-
-
-
-
2.8
$
2,138.5
666.5
292.2
382.7
205.3
82.6
$
3,736.9
$
28.1
$
2.8
$
3,767.8
80
The changes in the carrying amount of goodwill for 2017 and 2016 are as follows (in millions):
Balance as of January 1, 2016
Goodwill acquired during the year
Goodwill adjustments related to appraisals
and other acquisition adjustments
Foreign currency translation adjustments
during the year
Balance as of December 31, 2016
Goodwill acquired during the year
Goodwill adjustments related to appraisals
and other acquisition adjustments
Foreign currency translation adjustments
during the year
Brokerage
Risk
Management
Corporate
Total
$
3,635.6
222.6
$
27.3
-
-
$
2.8
$
3,662.9
225.4
1.8
(123.1)
3,736.9
290.4
14.7
110.3
1.6
(0.8)
28.1
14.1
-
0.4
-
-
2.8
-
-
0.2
3.4
(123.9)
3,767.8
304.5
14.7
110.9
Balance as of December 31, 2017
$
4,152.3
$
42.6
$
3.0
$
4,197.9
Major classes of amortizable intangible assets consist of the following (in millions):
Expiration lists
Accumulated amortization - expiration lists
Non-compete agreements
Accumulated amortization - non-compete agreements
Trade names
Accumulated amortization - trade names
December 31,
2017
2016
$
3,055.9
(1,422.1)
$
2,757.6
(1,143.0)
1,633.8
1,614.6
53.5
(46.1)
7.4
25.9
(22.5)
3.4
49.3
(42.1)
7.2
24.0
(18.5)
5.5
Net amortizable assets
$
1,644.6
$
1,627.3
Estimated aggregate amortization expense for each of the next five years is as follows (in millions):
2018
2019
2020
2021
2022
Total
$
257.2
243.3
226.7
203.4
180.6
$
1,111.2
81
7. Credit and Other Debt Agreements
The following is a summary of our corporate and other debt (in millions):
Note Purchase Agreements:
Semi-annual payments of interest, fixed rate of 6.44%, balloon due August 3, 2017
Semi-annual payments of interest, fixed rate of 2.80%, balloon due June 24, 2018
Semi-annual payments of interest, fixed rate of 5.85%, $50 million due
November 30, 2018 and November 30, 2019
Semi-annual payments of interest, fixed rate of 3.20%, balloon due June 24, 2019
Semi-annual payments of interest, fixed rate of 3.48%, balloon due June 24, 2020
Semi-annual payments of interest, fixed rate of 3.99%, balloon due July 10, 2020
Semi-annual payments of interest, fixed rate of 5.18%, balloon due February 10, 2021
Semi-annual payments of interest, fixed rate of 3.69%, balloon due June 14, 2022
Semi-annual payments of interest, fixed rate of 5.49%, balloon due February 10, 2023
Semi-annual payments of interest, fixed rate of 4.13%, balloon due June 24, 2023
Quarterly payments of interest, floating rate of 90 day LIBOR plus 1.65%, balloon due
August 2, 2023
Semi-annual payments of interest, fixed rate of 4.58%, balloon due February 27, 2024
Semi-annual payments of interest, fixed rate of 4.31%, balloon due June 24, 2025
Semi-annual payments of interest, fixed rate of 4.73%, balloon due February 27, 2026
Semi-annual payments of interest, fixed rate of 4.40%, balloon due June 2, 2026
Semi-annual payments of interest, fixed rate of 4.36%, balloon due June 24, 2026
Semi-annual payments of interest, fixed rate of 4.09%, balloon due June 27, 2027
Semi-annual payments of interest, fixed rate of 4.09%, balloon due August 2, 2027
Semi-annual payments of interest, fixed rate of 4.14%, balloon due August 4, 2027
Semi-annual payments of interest, fixed rate of 3.46%, balloon due December 1, 2027
Semi-annual payments of interest, fixed rate of 4.55%, balloon due June 2, 2028
Semi-annual payments of interest, fixed rate of 4.98%, balloon due February 27, 2029
Semi-annual payments of interest, fixed rate of 4.19%, balloon due June 27, 2029
Semi-annual payments of interest, fixed rate of 4.19%, balloon due August 2, 2029
Semi-annual payments of interest, fixed rate of 4.70%, balloon due June 2, 2031
Semi-annual payments of interest, fixed rate of 4.34%, balloon due June 27, 2032
Semi-annual payments of interest, fixed rate of 4.34%, balloon due August 2, 2032
Total Note Purchase Agreements
Credit Agreement:
Periodic payments of interest and principal, prime or LIBOR plus up
to 1.45%, expires April 8, 2021
Premium Financing Debt Facility - expires May 18, 2019:
Periodic payments of interest and principal, Interbank rates plus 1.05%
for Facility B; plus 0.55% for Facilities C and D
Facility B
AUD denominated tranche
NZD denominated tranche
Facility C and D
AUD denominated tranche
NZD denominated tranche
Total Premium Financing Debt Facility
Total corporate and other debt
Less unamortized debt acquisition costs on Note Purchase Agreements
December 31,
2017
2016
$
-
50.0
$
300.0
50.0
100.0
50.0
50.0
50.0
75.0
200.0
50.0
200.0
50.0
325.0
200.0
175.0
175.0
150.0
125.0
125.0
98.0
100.0
75.0
100.0
50.0
50.0
25.0
75.0
75.0
100.0
50.0
50.0
50.0
75.0
200.0
50.0
200.0
-
325.0
200.0
175.0
175.0
150.0
-
-
-
100.0
75.0
100.0
-
-
25.0
-
-
2,798.0
2,450.0
190.0
278.0
116.4
5.7
18.5
10.5
151.1
3,139.1
(6.1)
100.7
9.0
5.6
10.3
125.6
2,853.6
(5.4)
Net corporate and other debt
$
3,133.0
$
2,848.2
82
Note Purchase Agreements - On June 13, 2017, we announced that we planned to close offerings of $648.0 million aggregate
principal amount of private placement senior unsecured notes (both fixed and floating rate). We funded $250.0 million on
June 27, 2017, $300.0 million on August 2, 2017 and $98.0 million on August 4, 2017, which was used in part to repay our
$300.0 million August 3, 2017 Series B debt maturity. The weighted average maturity of the $598.0 million of senior fixed rate
notes is 11.6 years and their weighted average interest rate is 4.04% after giving effect to hedging gains. The interest rate on the
$50.0 million of floating rate notes would be 3.45% using three-month LIBOR on February 5, 2018. In 2016 and 2017, we
entered into pre-issuance interest rate hedging transactions related to the $300.0 million August 3, 2017 maturity private
placement. We realized a cash gain of approximately $8.3 million on the hedging transaction that will be recognized on a pro rata
basis as a reduction in our reported interest expense over the life of the debt.
Under the terms of the note purchase agreements described above, we may redeem the notes at any time, in whole or in part, at
100% of the principal amount of such notes being redeemed, together with accrued and unpaid interest and a “make-whole
amount”. The “make-whole amount” is derived from a net present value computation of the remaining scheduled payments of
principal and interest using a discount rate based on the U.S. Treasury yield plus 0.5% and is designed to compensate the
purchasers of the notes for their investment risk in the event prevailing interest rates at the time of prepayment are less favorable
than the interest rates under the notes. We do not currently intend to prepay any of the notes.
The note purchase agreements described above contain customary provisions for transactions of this type, including
representations and warranties regarding us and our subsidiaries and various financial covenants, including covenants that require
us to maintain specified financial ratios. We were in compliance with these covenants as of December 31, 2017. The note
purchase agreements also provide customary events of default, generally with corresponding grace periods, including, without
limitation, payment defaults with respect to the notes, covenant defaults, cross-defaults to other agreements evidencing our or our
subsidiaries’ indebtedness, certain judgments against us or our subsidiaries and events of bankruptcy involving us or our material
subsidiaries.
The notes issued under the note purchase agreement are senior unsecured obligations of ours and rank equal in right of payment
with our Credit Agreement discussed below.
Credit Agreement - On April 8, 2016, we entered into an amendment and restatement to our multicurrency credit agreement
dated September 19, 2013, (which we refer to as the Credit Agreement) with a group of fifteen financial institutions. The
amendment and restatement, among other things, extended the expiration date of the Credit Agreement from September 19, 2018
to April 8, 2021 and increased the revolving credit commitment from $600.0 million to $800.0 million, of which up to
$75.0 million may be used for issuances of standby or commercial letters of credit and up to $75.0 million may be used for the
making of swing loans (as defined in the Credit Agreement). We may from time to time request, subject to certain conditions, an
increase in the revolving credit commitment under the Credit Agreement up to a maximum aggregate revolving credit
commitment of $1,100.0 million.
The Credit Agreement provides that we may elect that each borrowing in U.S. dollars be either base rate loans or eurocurrency
loans, each as defined in the Credit Agreement. However, the Credit Agreement provides that all loans denominated in
currencies other than U.S. dollars will be eurocurrency loans. Interest rates on base rate loans and outstanding drawings on letters
of credit in U.S. dollars under the Credit Agreement will be based on the base rate, as defined in the Credit Agreement, plus a
margin of 0.00% to 0.45%, depending on the financial leverage ratio we maintain. Interest rates on eurocurrency loans or
outstanding drawings on letters of credit in currencies other than U.S. dollars under the Credit Agreement will be based on
adjusted LIBOR, as defined in the Credit Agreement, plus a margin of 0.85% to 1.45%, depending on the financial leverage ratio
we maintain. Interest rates on swing loans will be based, at our election, on either the base rate or an alternate rate that may be
quoted by the lead lender. The annual facility fee related to the Credit Agreement is 0.15% and 0.30% of the revolving credit
commitment, depending on the financial leverage ratio we maintain. In connection with entering into the Credit Agreement, we
incurred approximately $2.0 million of debt acquisition costs that were capitalized and will be amortized on a pro rata basis over
the term of the Credit Agreement.
The terms of the Credit Agreement include various financial covenants, including covenants that require us to maintain specified
financial ratios. We were in compliance with these covenants as of December 31, 2017. The Credit Agreement also includes
customary provisions for transactions of this type, including events of default, with corresponding grace periods and
cross-defaults to other agreements evidencing our indebtedness.
At December 31, 2017, $17.2 million of letters of credit (for which we had $13.5 million of liabilities recorded at December 31,
2017) were outstanding under the Credit Agreement. See Note 15 to these consolidated financial statements for a discussion of
the letters of credit. There were $190.0 million of borrowings outstanding under the Credit Agreement at December 31, 2017.
Accordingly, at December 31, 2017, $592.8 million remained available for potential borrowings, of which $57.8 million was
available for additional letters of credit.
Premium Financing Debt Facility - On May 18, 2017 we entered into a Syndicated Facility Agreement, revolving loan facility,
which we refer to as the Premium Financing Debt Facility, that provides funding for the three acquired Australian (AU) and New
Zealand (NZ) premium finance subsidiaries. The Premium Financing Debt Facility is comprised of: (i) Facility B is separate
AU$160.0 million and NZ$25.0 million tranches, (ii) Facility C is an AU$25.0 million equivalent multi-currency overdraft
83
tranche and (iii) Facility D is a NZ$15.0 million equivalent multi-currency overdraft tranche. The Premium Financing Debt
Facility expires May 18, 2019.
The interest rates on Facility B are Interbank rates, which vary by tranche, duration and currency, plus a margin of 1.05%. The
interest rates on Facilities C and D are 30 day Interbank rates, plus a margin of 0.55%. The annual fee for Facility B is 0.4725%
of the undrawn commitments for the two tranches of the facility. The annual fee for Facilities C and D is 0.50% of the total
commitments of the facilities.
The terms of our Premium Financing Debt Facility include various financial covenants, including covenants that require us to
maintain specified financial ratios. We were in compliance with these covenants as of December 31, 2017. The Premium
Financing Debt Facility also includes customary provisions for transactions of this type, including events of default, with
corresponding grace periods and cross-defaults to other agreements evidencing our indebtedness. Facilities B, C and D are
secured by the premium finance receivables of the Australian and New Zealand premium finance subsidiaries.
At December 31, 2017, AU$150.0 million and NZ$8.0 million of borrowings were outstanding under Facility B,
AU$23.9 million of borrowings were outstanding under Facility C and NZ$14.9 million of borrowings were outstanding under
Facility D. Accordingly, as of December 31, 2017, AU$10.0 million and NZ$17.0 million remained available for potential
borrowing under Facility B, and AU$1.1 million and NZ$0.1 million under Facilities C and D, respectively.
See Note 15 to these 2017 consolidated financial statements for additional discussion on our contractual obligations and
commitments as of December 31, 2017.
The aggregate estimated fair value of the $2,798.0 million in debt under the note purchase agreements at December 31, 2017 was
$2,920.7 million due to the long-term duration and fixed interest rates associated with these debt obligations. No active or
observable market exists for our private long-term debt. Therefore, the estimated fair value of this debt is based on discounted
future cash flows, which is a Level 3 fair value measurement, using current interest rates available for debt with similar terms and
remaining maturities. The estimated fair value of this debt is based on the income valuation approach, which is a valuation
technique that converts future amounts (for example, cash flows or income and expenses) to a single current (that is, discounted)
amount. The fair value measurement is determined on the basis of the value indicated by current market expectations about those
future amounts. Because our debt issuances generate a measurable income stream for each lender, the income approach was
deemed to be an appropriate methodology for valuing the private placement long-term debt. The methodology used calculated
the original deal spread at the time of each debt issuance, which was equal to the difference between the yield of each issuance
(the coupon rate) and the equivalent benchmark treasury yield at that time. The market spread as of the valuation date was
calculated, which is equal to the difference between an index for investment grade insurers and the equivalent benchmark treasury
yield today. An implied premium or discount to the par value of each debt issuance based on the difference between the
origination deal spread and market as of the valuation date was then calculated. The index we relied on to represent investment
graded insurers was the Bloomberg Valuation Services (BVAL) U.S. Insurers BBB index. This index is comprised primarily of
insurance brokerage firms and was representative of the industry in which we operate. For the purposes of our analysis, the
average BBB rate was assumed to be the appropriate borrowing rate for us based on our current estimated credit rating. The
estimated fair value of the $190.0 million of borrowings outstanding under our Credit Agreement approximate their carrying
value due to their short-term duration and variable interest rates. The estimated fair value of the $151.1 million of borrowings
outstanding under our Premium Financing Debt Facility approximates their carrying value due to their short-term duration and
variable interest rates.
8. Earnings per Share
The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share data):
Year Ended December 31,
2017
2016
2015
Net earnings attributable to controlling interests
$
463.1
$
414.4
$
356.8
Weighted average number of common shares outstanding
Dilutive effect of stock options using the treasury stock method
Weighted average number of common and common equivalent
shares outstanding
Basic net earnings per share
Diluted net earnings per share
180.1
2.0
182.1
177.6
0.8
178.4
172.2
1.0
173.2
$
2.57
$
2.33
$
2.07
$
2.54
$
2.32
$
2.06
Options to purchase 1.3 million, 5.9 million and 3.5 million shares of our common stock were outstanding at December 31, 2017,
2016 and 2015, respectively, but were not included in the computation of the dilutive effect of stock options for the year then
ended. These stock options were excluded from the computation because the options’ exercise prices were greater than the
84
average market price of our common shares during the respective period and, therefore, would be anti-dilutive to earnings per
share under the treasury stock method.
9. Stock Option Plans
On May 16, 2017, our stockholders approved the Arthur J. Gallagher 2017 Long-Term Incentive Plan (which we refer to as the
LTIP), which replaced our previous stockholder-approved Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan (which we
refer to as the 2014 LTIP). The LTIP term began May 16, 2017 and terminates on the date of the annual meeting of stockholders
in 2027, unless terminated earlier by our board of directors. All of our officers, employees and non-employee directors are
eligible to receive awards under the LTIP. The compensation committee of our board of directors determines the participants
under the LTIP. The LTIP provides for non-qualified and incentive stock options, stock appreciation rights, restricted stock and
restricted stock units, any or all of which may be made contingent upon the achievement of performance criteria. Subject to the
LTIP limits, the compensation committee has the discretionary authority to determine the size of an award.
Shares of our common stock available for issuance under the LTIP include authorized and unissued shares of common stock or
authorized and issued shares of common stock reacquired and held as treasury shares or otherwise, or a combination thereof. The
number of available shares will be reduced by the aggregate number of shares that become subject to outstanding awards granted
under the LTIP. To the extent that shares subject to an outstanding award granted under either the LTIP or prior equity plans are
not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the
settlement of such award in cash, then such shares will again be available for grant under the LTIP.
The maximum number of shares available under the LTIP for restricted stock, restricted stock unit awards and performance unit
awards settled with stock (i.e., all awards other than stock options and stock appreciation rights) is 4.0 million as of December 31,
2017.
The LTIP provides for the grant of stock options, which may be either tax-qualified incentive stock options or non-qualified
options and stock appreciation rights. The compensation committee determines the period for the exercise of a non-qualified
stock option, tax-qualified incentive stock option or stock appreciation right, provided that no option can be exercised later than
seven years after its date of grant. The exercise price of a non-qualified stock option or tax-qualified incentive stock option and
the base price of a stock appreciation right cannot be less than 100% of the fair market value of a share of our common stock on
the date of grant, provided that the base price of a stock appreciation right granted in tandem with an option will be the exercise
price of the related option.
Upon exercise, the option exercise price may be paid in cash, by the delivery of previously owned shares of our common stock,
through a net-exercise arrangement, or through a broker-assisted cashless exercise arrangement. The compensation committee
determines all of the terms relating to the exercise, cancellation or other disposition of an option or stock appreciation right upon
a termination of employment, whether by reason of disability, retirement, death or any other reason. Stock option and stock
appreciation right awards under the LTIP are non-transferable.
On March 16, 2017, the compensation committee granted 1,650,400 options under the 2014 LTIP to our officers and key
employees that become exercisable at the rate of 34%, 33% and 33% on the anniversary date of the grant in 2020, 2021 and 2022,
respectively. On March 17, 2016, the compensation committee granted 2,576,000 options to our officers and key employees that
become exercisable at the rate of 34%, 33% and 33% on the anniversary date of the grant in 2019, 2020 and 2021, respectively.
On March 11, 2015, the compensation committee granted 1,941,000 options to our officers and key employees that become
exercisable at the rate of 34%, 33% and 33% on the anniversary date of the grant in 2018, 2019 and 2020, respectively. The
2017, 2016 and 2015 options expire seven years from the date of grant, or earlier in the event of termination of the employee. For
certain of our executive officers age 55 or older, stock options awarded in 2017, 2016 and 2015 are no longer subject to forfeiture
upon such officers’ departure from the company after two years from the date of grant.
Our stock option plans provide for the immediate vesting of all outstanding stock option grants in the event of a change in control
of our company, as defined in the applicable plan documents.
During 2017, 2016 and 2015, we recognized $17.3 million, $14.7 million and $11.2 million, respectively, of compensation
expense related to our stock option grants.
For purposes of expense recognition in 2017, 2016 and 2015, the estimated fair values of the stock option grants are amortized to
expense over the options’ vesting period. We estimated the fair value of stock options at the date of grant using the Black-
Scholes option pricing model with the following weighted average assumptions:
Expected dividend yield
Expected risk-free interest rate
Volatility
Expected life (in years)
Year Ended December 31,
2016
2015
2017
2.8%
2.3%
27.2%
5.0
3.0%
1.6%
27.7%
5.5
3.0%
1.8%
28.2%
5.5
85
Option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The
Black-Scholes option pricing model was developed for use in estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. Because our employee and director stock options have characteristics significantly
different from those of traded options, and because changes in the selective input assumptions can materially affect the fair value
estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of
our employee and non-employee director stock options. The weighted average fair value per option for all options granted during
2017, 2016 and 2015, as determined on the grant date using the Black-Scholes option pricing model, was $11.42, $8.45 and
$9.25, respectively.
The following is a summary of our stock option activity and related information for 2017, 2016 and 2015 (in millions, except
exercise price and year data):
Shares
Under
Option
10.3
1.7
(1.3)
(0.1)
10.6
2.5
10.4
8.8
2.6
(1.1)
-
10.3
2.2
10.1
8.4
1.9
(1.4)
(0.1)
8.8
2.1
8.7
Weighted
Average
Exercise
Price
$
41.40
56.87
33.11
34.33
$
44.95
$
37.81
$
44.88
$
39.25
43.72
29.50
-
$
41.40
$
32.37
$
41.34
$
35.49
46.19
27.59
27.59
$
39.25
$
28.54
$
39.15
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
3.94
1.74
3.92
$
193.4
$
64.0
$
191.1
4.15
1.73
4.12
$
108.8
$
43.7
$
107.5
4.16
1.92
4.13
$
36.7
$
25.9
$
36.6
Year Ended December 31, 2017
Beginning balance
Granted
Exercised
Forfeited or canceled
Ending balance
Exercisable at end of year
Ending vested and expected to vest
Year Ended December 31, 2016
Beginning balance
Granted
Exercised
Forfeited or canceled
Ending balance
Exercisable at end of year
Ending vested and expected to vest
Year Ended December 31, 2015
Beginning balance
Granted
Exercised
Forfeited or canceled
Ending balance
Exercisable at end of year
Ending vested and expected to vest
Options with respect to 16.2 million shares (less any shares of restricted stock issued under the LTIP - see Note 11 to these
consolidated financial statements) were available for grant under the LTIP at December 31, 2017.
The total intrinsic value of options exercised during 2017, 2016 and 2015 amounted to $32.7 million, $19.3 million and
$27.0 million, respectively. As of December 31, 2017, we had approximately $42.8 million of total unrecognized compensation
cost related to nonvested options. We expect to recognize that cost over a weighted average period of approximately four years.
86
Other information regarding stock options outstanding and exercisable at December 31, 2017 is summarized as follows
(in millions, except exercise price and year data):
Options Exercisable
Options Outstanding
Weighted
Average
Remaining
Contractual
Term
(in years)
Number
Outstanding
Weighted
Average
Exercise
Price
Number
Exercisable
2.6
2.6
3.7
1.7
10.6
1.53
5.21
3.71
6.20
3.94
$
36.18
43.71
46.51
56.78
$
44.95
2.0
-
0.5
-
2.5
Weighted
Average
Exercise
Price
$
35.47
-
46.87
-
$
37.81
Range of Exercise Prices
$
23.76
43.71
46.17
47.92
$
23.76
-
-
-
-
-
$
39.17
43.71
46.87
63.60
$
63.60
10. Deferred Compensation
We have a Deferred Equity Participation Plan, (which we refer to as the DEPP), which is a non-qualified plan that generally
provides for distributions to certain of our key executives when they reach age 62 (or the one-year anniversary of the date of the
grant for participants over the age of 61 as of the grant date) or upon or after their actual retirement. Under the provisions of the
DEPP, we typically contribute cash in an amount approved by the compensation committee to a rabbi trust on behalf of the
executives participating in the DEPP, and instruct the trustee to acquire a specified number of shares of our common stock on the
open market or in privately negotiated transactions based on participant elections. Distributions under the DEPP may not
normally be made until the participant reaches age 62 (or the one-year anniversary of the date of the grant for participants over
the age of 61 as of the grant date) and are subject to forfeiture in the event of voluntary termination of employment prior to then.
DEPP awards are generally made annually in the first quarter. In the second quarter of 2016, we made awards under sub-plans of
the DEPP for certain production staff, which generally provide for vesting and/or distributions no sooner than five years from the
date of awards, although certain awards vest and/or distribute after earlier of fifteen years or the participant reaching age 65. All
contributions to the plan (including sub-plans) deemed to be invested in shares of our common stock are distributed in the form of
our common stock and all other distributions are paid in cash.
Our common stock that is issued to or purchased by the rabbi trust as a contribution under DEPP is valued at historical cost,
which equals its fair market value at the date of grant or date of purchase. When common stock is issued, we record an unearned
deferred compensation obligation as a reduction of capital in excess of par value in the accompanying consolidated balance sheet,
which is amortized to compensation expense ratably over the vesting period of the participants. Future changes in the fair market
value of our common stock owed to the participants do not have any impact on the amounts recorded in our consolidated financial
statements.
In the first quarter of each of 2017, 2016 and 2015, the compensation committee approved $14.0 million, $10.1 million and
$8.9 million, respectively, of awards in the aggregate to certain key executives under the DEPP that were contributed to the rabbi
trust in the first quarters of 2017, 2016 and 2015. We contributed cash to the rabbi trust and instructed the trustee to acquire a
specified number of shares of our common stock on the open market to fund these 2017, 2016 and 2015 awards. In the second
quarter of 2013, we instructed the trustee for the DEPP to liquidate all investments held under the DEPP, other than our common
stock, and use the proceeds to purchase additional shares of our common stock on the open market. As a result, the DEPP sold all
of the funded cash award assets and purchased 1.2 million shares of our common stock at an aggregate cost of $52.4 million
during the second quarter of 2013. During 2017, 2016 and 2015, we charged $9.6 million, $7.5 million and $7.2 million,
respectively, to compensation expense related to these awards.
In 2017 and 2016, the compensation committee approved $4.0 million and $13.6 million, respectively, of awards under the sub-
plans referred to above, which were contributed to the rabbi trust in first quarter 2017 and second quarter 2016, respectively.
During 2017 and 2016, we charged $1.9 and $1.3 million, respectively, to compensation expense related to these awards. There
were no distributions from the sub-plans during 2017 and 2016.
At December 31, 2017 and 2016, we recorded $54.7 million (related to 2.6 million shares) and $46.8 million (related to
2.4 million shares), respectively, of unearned deferred compensation as an reduction of capital in excess of par value in the
accompanying consolidated balance sheet. The total intrinsic value of our unvested equity based awards under the plan at
December 31, 2017 and 2016 was $166.0 million and $125.5 million, respectively. During 2017, 2016 and 2015, cash and equity
awards with an aggregate fair value of $8.4 million, $7.6 million and $2.3 million, respectively, were vested and distributed to
executives under the DEPP.
We have a Deferred Cash Participation Plan (which we refer to as the DCPP), which is a non-qualified deferred compensation
plan for certain key employees, other than executive officers, that generally provides for vesting and/or distributions no sooner
87
than five years from the date of awards. Under the provisions of the DCPP, we typically contribute cash in an amount approved
by the compensation committee to the rabbi trust on behalf of the executives participating in the DCPP, and instruct the trustee to
acquire a specified number of shares of our common stock on the open market or in privately negotiated transactions based on
participant elections. In the first quarter of each of 2017, 2016 and 2015, the compensation committee approved $5.1 million,
$3.1 million and $2.7 million, respectively, of awards in the aggregate to certain key executives under the DCPP that were
contributed to the rabbi trust in second quarter 2017, 2016 and 2015, respectively. During 2017, 2016 and 2015 we charged
$2.5 million, $1.5 million and $1.1 million to compensation expense related to these awards. There were no distributions from
the DCPP during 2017, 2016 and 2015.
11. Restricted Stock, Performance Share and Cash Awards
Restricted Stock Awards
As discussed in Note 9 to these consolidated financial statements, on May 16, 2017, our stockholders approved the LTIP, which
replaced our previous stockholder-approved 2014 LTIP. The LTIP provides for the grant of a stock award either as restricted
stock or as restricted stock units. In either case, the compensation committee may determine that the award will be subject to the
attainment of performance measures over an established performance period. Stock awards and the related dividend equivalents
are non-transferable and subject to forfeiture if the holder does not remain continuously employed with us during the applicable
restriction period or, in the case of a performance-based award, if applicable performance measures are not attained. The
compensation committee will determine all of the terms relating to the satisfaction of performance measures and the termination
of a restriction period, or the forfeiture and cancellation of a restricted stock award upon a termination of employment, whether
by reason of disability, retirement, death or any other reason.
The agreements awarding restricted stock units under the LTIP will specify whether such awards may be settled in shares of our
common stock, cash or a combination of shares and cash and whether the holder will be entitled to receive dividend equivalents,
on a current or deferred basis, with respect to such award. Prior to the settlement of a restricted stock unit, the holder of a
restricted stock unit will have no rights as a stockholder of the company. The maximum number of shares available under the
LTIP for restricted stock, restricted stock units and performance unit awards settled with stock (i.e., all awards other than stock
options and stock appreciation rights) is 4.0 million. At December 31, 2017, 4.0 million shares were available for grant under the
LTIP for such awards.
Prior to May 12, 2009, we had a restricted stock plan for our directors, officers and certain other employees, which was
superseded by the 2009 LTIP. Under the provisions of that plan, we were authorized to issue 4.0 million restricted shares or
related stock units of our common stock. The compensation committee was responsible for the administration of the plan. Each
award granted under the plan represented a right of the holder of the award to receive shares of our common stock, cash or a
combination of shares and cash, subject to the holder’s continued employment with us for a period of time after the date the
award is granted. The compensation committee determined each recipient of an award under the plan, the number of shares of
common stock subject to such award and the period of continued employment required for the vesting of such award.
In 2017, 2016 and 2015, we granted 476,350, 479,167 and 394,975 restricted stock units, respectively, to employees under the
LTIP and 2014 LTIP, with an aggregate fair value of $26.8 million, $20.4 million and $16.7 million, respectively, at the date of
grant.
The 2017, 2016 and 2015 restricted stock units vest as follows: 477,500 units granted in first quarter 2017, 466,600 units granted
in first quarter 2016 and 362,600 units granted in first quarter 2015, vest in full based on continued employment through
March 19, 2022, March 17, 2021 and March 11, 2020, respectively, while the other 2017, 2016 and 2015 restricted stock unit
awards generally vest in full based on continued employment through the vesting period on the anniversary date of the grant. For
certain of our executive officers age 55 or older, restricted stock units awarded in 2017, 2016 and 2015 are not subject to
forfeiture upon such officers’ departure from the company after two years from the date of grant.
The vesting periods of the 2017, 2016 and 2015 restricted stock unit awards are as follows (in actual shares):
Vesting Period
One year
Four years
Five years
Total shares granted
Restricted Stock Units Granted
2015
2016
2017
21,600
-
454,750
476,350
27,417
-
451,750
479,167
22,175
9,200
363,600
394,975
We account for restricted stock awards at historical cost, which equals its fair market value at the date of grant, which is
amortized to compensation expense ratably over the vesting period of the participants. Future changes in the fair value of our
common stock that is owed to the participants do not have any impact on the amounts recorded in our consolidated financial
statements. During 2017, 2016 and 2015, we charged $19.6 million, $18.2 million and $14.4 million, respectively, to
compensation expense related to restricted stock awards granted in 2007 through 2017. The total intrinsic value of unvested
restricted stock at December 31, 2017 and 2016 was $109.3 million and $80.0 million, respectively. During 2017 and 2016,
88
equity awards (including accrued dividends) with an aggregate fair value of $23.3 million and $14.2 million were vested and
distributed to employees under this plan.
Performance Share Awards
On March 16, 2017, March 17, 2016 and March 11, 2015, pursuant to the LTIP and 2014 LTIP, the compensation committee
approved 86,250, 72,900 and 53,900, respectively of provisional performance unit awards, with an aggregate fair value of
$4.9 million, $3.2 million and $2.5 million, respectively, for future grants to our officers. Each performance unit award was
equivalent to the value of one share of our common stock on the date such provisional award was approved. At the end of the
performance period, eligible participants will be granted a number of units based on achievement of the performance goal and
subject to approval by the compensation committee. Granted units for the 2017, 2016 and 2015 provisional awards will fully vest
based on continuous employment through March 16, 2020, March 17, 2019 and March 11, 2018, respectively, and will be settled
in shares of our common stock on a one-for-one basis as soon as practicable in 2020, 2019 and 2018, respectively. In 2016, these
awards were subject to a one-year performance period based on our financial performance and a two-year vesting period. The
2017 awards are subject to a three-year performance period that begins on January 1, 2017, and vest on the three-year anniversary
of the date of grant (March 16, 2020). For the 2017 awards, at the discretion of the compensation committee and determined
based on our performance, the eligible officer will be granted a percentage of the provisional performance unit award based on a
new performance measure, growth in adjusted EBITDAC per share. Granted units for the 2017 provisional awards will fully vest
based on continuous employment through March 16, 2020 and will be settled in shares of our common stock on a one-for-one
basis as soon as practicable thereafter. For certain of our executive officers age 55 or older, awards granted in 2016 and 2015 are
no longer subject to forfeiture upon such officers’ departure from the company after two years from the date of grant. If an
eligible employee leaves us prior to the vesting date, the entire award will be forfeited. During 2017 and 2016, we charged
$3.3 million and $2.9 million to compensation expense related to performance share unit awards. The total intrinsic value of
unvested restricted stock at December 31, 2017 was $10.7 million.
Cash Awards
On March 16, 2017, pursuant to our Performance Unit Program (which we refer to as the Program), the compensation committee
approved provisional cash awards of $14.3 million in the aggregate for future grants to our officers and key employees that are
denominated in units (255,000 units in the aggregate), each of which was equivalent to the value of one share of our common stock
on the date the provisional award was approved. The Program consists of a one-year performance period based on our financial
performance and a two-year vesting period. At the discretion of the compensation committee and determined based on our
performance, the eligible officer or key employee will be granted a percentage of the provisional cash award units that equates to the
EBITDAC (in 2017) or EBITAC (prior to 2017) growth achieved (as defined in the Program). At the end of the performance period,
eligible participants will be granted a number of units based on achievement of the performance goal and subject to approval by the
compensation committee. Granted units for the 2017 provisional award will fully vest based on continuous employment through
January 1, 2020. The ultimate award value will be equal to the trailing twelve-month price of our common stock on December 31,
2019, multiplied by the number of units subject to the award, but limited to between 0.5 and 1.5 times the original value of the units
determined as of the grant date. The fair value of the awarded units will be paid out in cash as soon as practicable in 2020. If an
eligible employee leaves us prior to the vesting date, the entire award will be forfeited. We did not recognize any compensation
expense during the year ended December 31, 2017 related to the 2017 provisional award under the Program. Based on company
performance for 2017, we expect to grant 242,000 units under the Program in first quarter 2018 that will fully vest on January 1,
2020.
On March 17, 2016, pursuant to the Program, the compensation committee approved provisional cash awards of $17.4 million in
the aggregate for future grants to our officers and key employees that are denominated in units (397,000 units in the aggregate),
each of which was equivalent to the value of one share of our common stock on the date the provisional award was approved.
Terms of the 2016 provisional award were similar to the terms of the 2017 provisional awards. Based on our performance for
2016, we granted 385,000 units under the Program in first quarter 2017 that will fully vest on January 1, 2019. During 2017, we
charged $10.6 million to compensation expense related to these awards. We did not recognize any compensation expense during
2016 related to the 2016 provisional award under the Program.
On March 11, 2015, pursuant to the Program, the compensation committee approved the provisional cash awards of $14.6 million
in the aggregate for future grants to our officers and key employees that are denominated in units (315,000 units in the aggregate),
each of which was equivalent to the value of one share of our common stock on the date the provisional awards were approved.
Terms of the 2015 provisional award were similar to the terms of the 2016 provisional awards. Based on our performance for
2015, we granted 294,000 units under the Program in first quarter 2016 that fully vested on January 1, 2018. During 2017 and
2016, we charged $9.3 million and $6.6 million to compensation expense related to these awards. We did not recognize any
compensation expense during 2015 related to the 2015 awards.
On March 12, 2014, pursuant to the Program, the compensation committee approved the provisional cash awards of $10.8 million
in the aggregate for future grants to our officers and key employees that are denominated in units (229,000 units in the aggregate),
each of which was equivalent to the value of one share of our common stock on the date the provisional awards were approved.
Terms of the 2014 provisional award were similar to the terms of the 2015 provisional awards. Based on our performance for
2014, we granted 220,000 units under the Program in first quarter 2015 that fully vested on January 1, 2017. During, 2016 and
2015, we charged $4.5 million and $4.9 million to compensation expense related to these awards. We did not recognize any
89
compensation expense during 2014 related to the 2014 awards. During 2017, cash awards related to the 2014 provisional awards
with an aggregate fair value of $9.3 million (199,000 units in the aggregate) were vested and distributed to employees under the
Program.
During 2016, cash awards related to the 2013 provisional awards with an aggregate fair value of $11.2 million (246,000 units in
the aggregate) were vested and distributed to employees under the Program. During 2015, cash awards related to the 2012
provisional awards with an aggregate fair value of $15.8 million (342,000 units in the aggregate) were vested and distributed to
employees under the Program. During 2014, cash awards related to the 2011 provisional awards with an aggregate fair value of
$17.6 million (411,000 units in the aggregate) were vested and distributed to employees under the Program.
12. Retirement Plans
We have a noncontributory defined benefit pension plan that, prior to July 1, 2005, covered substantially all of our domestic
employees who had attained a specified age and one year of employment. Benefits under the plan were based on years of service
and salary history. In 2005, we amended our defined benefit pension plan to freeze the accrual of future benefits for all U.S.
employees, effective on July 1, 2005. Since the plan is frozen, there is no difference between the projected benefit obligation and
accumulated benefit obligation at December 31, 2017 and 2016. In the table below, the service cost component represents plan
administration costs that are incurred directly by the plan. A reconciliation of the beginning and ending balances of the pension
benefit obligation and fair value of plan assets and the funded status of the plan is as follows (in millions):
Change in pension benefit obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Net actuarial loss
Benefits paid
Benefit obligation at end of year
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Contributions by the company
Benefits paid
Fair value of plan assets at end of year
Funded status of the plan (underfunded)
Amounts recognized in the consolidated balance sheet consist of:
Noncurrent liabilities - accrued benefit liability
Accumulated other comprehensive loss - net actuarial loss
Net amount included in retained earnings
Year Ended December 31,
2017
2016
$
261.3
1.7
10.0
11.5
(13.1)
$
261.8
1.5
10.8
1.8
(14.6)
$
271.4
$
261.3
$
207.8
24.7
-
(13.1)
$
207.5
14.9
-
(14.6)
$
219.4
$
207.8
$
(52.0)
$
(53.5)
$
(52.0)
63.7
$
(53.5)
67.9
$
11.7
$
14.4
90
The components of the net periodic pension benefit cost for the plan and other changes in plan assets and obligations recognized
in earnings and other comprehensive earnings consist of the following (in millions):
Year Ended December 31,
2016
2017
2015
Net periodic pension cost:
Service cost
Interest cost on benefit obligation
Expected return on plan assets
Amortization of net loss
Net periodic benefit cost
Other changes in plan assets and obligations recognized in other
comprehensive earnings:
Net loss incurred
Amortization of net loss
Total recognized in other comprehensive loss
Total recognized in net periodic pension cost and other
comprehensive loss
Estimated amortization for the following year:
$
1.7
10.0
(14.0)
5.0
$
1.5
10.8
(14.6)
5.3
$
1.1
10.8
(15.3)
6.2
2.7
3.0
2.8
0.8
(5.0)
(4.2)
1.4
(5.3)
(3.9)
2.9
(6.2)
(3.3)
$
(1.5)
$
(0.9)
$
(0.5)
Amortization of net loss
$
5.0
$
5.5
$
5.9
The following weighted average assumptions were used at December 31 in determining the plan’s pension benefit obligation:
Discount rate
Weighted average expected long-term rate of return on plan assets
December 31,
2017
3.50%
7.00%
20160
4.00%
7.25%
The following weighted average assumptions were used at January 1 in determining the plan’s net periodic pension benefit cost:
Year Ended December 31,
2016
2017
2015
Discount rate
Weighted average expected long-term rate of return on plan assets
4.00%
7.00%
4.25%
7.25%
4.00%
7.25%
The following benefit payments are expected to be paid by the plan (in millions):
2018
2019
2020
2021
2022
Years 2023 to 2027
$
13.5
14.3
14.3
15.1
15.4
81.0
The following is a summary of the plan’s weighted average asset allocations at December 31 by asset category:
Asset Category
Equity securities
Debt securities
Real estate
Total
December 31,
2017
2016
61.0%
32.0%
7.0%
61.0%
33.0%
6.0%
100.0%
100.0%
91
Plan assets are invested in various pooled separate accounts under annuity contracts managed by two life underwriting
enterprises. The plan’s investment policy provides that investments will be allocated in a manner designed to provide a long-term
investment return greater than the actuarial assumptions, maximize investment return commensurate with risk and to comply with
the Employee Income Retirement Security Act of 1974, as amended (which we refer to as ERISA), by investing the funds in a
manner consistent with ERISA’s fiduciary standards. The weighted average expected long-term rate of return on plan assets
assumption was determined based on a review of the asset allocation strategy of the plan using expected ten-year return
assumptions for all of the asset classes in which the plan was invested at December 31, 2017 and 2016. The return assumptions
used in the valuation were based on data provided by the plan’s external investment advisors.
The following is a summary of the plan’s assets carried at fair value as of December 31 by level within the fair value hierarchy
(in millions):
Fair Value Hierarchy
Level 1
Level 2
Level 3
Total fair value
December 31,
2017
2016
-
$
107.5
111.9
-
$
108.1
99.7
$
219.4
$
207.8
The plan’s Level 2 assets consist of ownership interests in various pooled separate accounts within a life insurance carrier’s group
annuity contract. The fair value of the pooled separate accounts is determined based on the net asset value of the respective
funds, which is obtained from the underwriting enterprise and determined each business day with issuances and redemptions of
units of the funds made based on the net asset value per unit as determined on the valuation date. We have not adjusted the net
asset values provided by the underwriting enterprise. There are no restrictions as to the plan’s ability to redeem its investment at
the net asset value of the respective funds as of the reporting date. The plan’s Level 3 assets consist of pooled separate accounts
within another life insurance carrier’s annuity contracts for which fair value has been determined by an independent valuation.
Due to the nature of these annuity contracts, our management makes assumptions to determine how a market participant would
price these Level 3 assets. In determining fair value, the future cash flows to be generated by the annuity contracts were
estimated using the underlying benefit provisions specified in each contract, market participant assumptions and various actuarial
and financial models. These cash flows were then discounted to present value using a risk-adjusted rate that takes into
consideration market based rates of return and probability-weighted present values.
The following is a reconciliation of the beginning and ending balances for the Level 3 assets of the plan measured at fair value
(in millions):
Fair value at January 1
Settlements
Unrealized gains
Fair value at December 31
Year Ended December 31,
2017
2016
$
99.7
-
12.2
$
100.7
(7.5)
6.5
$
111.9
$
99.7
We were not required under the IRC to make any minimum contributions to the plan for each of the 2017, 2016 and 2015 plan
years. This level of required funding is based on the plan being frozen and the aggregate amount of our historical funding.
During 2017, 2016 and 2015 we did not make discretionary contributions to the plan.
We also have a qualified contributory savings and thrift (401(k)) plan covering the majority of our domestic employees. For
eligible employees who have met the plan’s age and service requirements to receive matching contributions, we match 100% of
pre-tax and Roth elective deferrals up to a maximum of 5.0% of eligible compensation, subject to Federal limits on plan
contributions and not in excess of the maximum amount deductible for Federal income tax purposes. Effective January 1, 2014,
employees must be employed and eligible for the plan on the last day of the plan year to receive a matching contribution, subject
to certain exceptions enumerated in the plan document. Matching contributions are subject to a five-year graduated vesting
schedule. We expensed (net of plan forfeitures) $51.6 million, $47.7 million and $42.5 million related to the plan in 2017, 2016
and 2015, respectively.
We also have a nonqualified deferred compensation plan, the Supplemental Savings and Thrift Plan, for certain employees who,
due to IRS rules, cannot take full advantage of our matching contributions under the 401(k) plan. The plan permits these
employees to annually elect to defer a portion of their compensation until their retirement or a future date. Our matching
contributions to this plan (up to a maximum of the lesser of a participant’s elective deferral of base salary, annual bonus and
commissions or 5.0% of eligible compensation, less matching amounts contributed under the 401(k) plan) are also at the
discretion of our board of directors. We expensed $6.4 million, $5.8 million and $4.7 million related to contributions made to a
rabbi trust maintained under the plan in 2017, 2016 and 2015, respectively. The fair value of the assets in the plan’s rabbi trust at
92
December 31, 2017 and 2016, including employee contributions and investment earnings, was $329.0 million and $263.3 million,
respectively, and has been included in other noncurrent assets and the corresponding liability has been included in other
noncurrent liabilities in the accompanying consolidated balance sheet.
We also have several foreign benefit plans, the largest of which is a defined contribution plan that provides for us to make
contributions of 5.0% of eligible compensation. In addition, the plan allows for voluntary contributions by U.K. employees,
which we match 100%, up to a maximum of an additional 5.0% of eligible compensation. Net expense for foreign retirement
plans amounted to $32.0 million, $30.6 million and $31.7 million in 2017, 2016 and 2015, respectively.
In 1992, we amended our health benefits plan to eliminate retiree coverage, except for retirees and those employees who had
already attained a specified age and length of service at the time of the amendment. The retiree health plan is contributory, with
contributions adjusted annually, and is funded on a pay-as-you-go basis. The postretirement benefit obligation and the unfunded
status of the plan as of December 31, 2017 and 2016 were $2.5 million and $2.7 million, respectively. The net periodic
postretirement benefit (income) cost of the plan amounted to ($0.3 million), ($0.3 million) and ($0.3 million) in 2017, 2016 and
2015, respectively.
13. Investments
The following is a summary of our investments and the related funding commitments (in millions):
Chem-Mod LLC
Chem-Mod International LLC
Clean-coal investments:
Controlling interest in 6 limited liability companies
that own 14 2009 Era Clean Coal Plants
Non-controlling interest in one limited liability
companies that owns one 2011 Era Clean Coal Plant
Controlling interest in 17 limited liability companies
that own 19 2011 Era Clean Coal Plants
Other investments
Total investments
December 31, 2017
Assets
Funding
Commitments
December 31,
2016
Assets
$
4.0
$
-
$
4.0
2.0
10.2
0.6
58.5
3.8
-
-
-
-
0.4
2.0
14.3
0.7
69.0
3.7
$
79.1
$
0.4
$
93.7
Chem-Mod LLC - At December 31, 2017, we held a 46.5% controlling interest in Chem-Mod. Chem-Mod possesses the
exclusive marketing rights, in the U.S. and Canada, for technologies used to reduce emissions created during the combustion of
coal. The refined coal production plants discussed below, as well as those owned by other unrelated parties, license and use
Chem-Mod’s proprietary technologies, The Chem-Mod™ Solution, in the production of refined coal. The Chem-Mod™ Solution
uses a dual injection sorbent system to reduce mercury, sulfur dioxide and other emissions at coal-fired power plants.
We believe that the application of The Chem-Mod™ Solution qualifies for refined coal tax credits under IRC Section 45 when
used with refined coal production plants placed in service by December 31, 2011 or 2009. Chem-Mod has been marketing its
technologies principally to coal-fired power plants owned by utility companies, including those utilities that are operating with
the IRC Section 45 refined coal production plants in which we hold an investment.
Chem-Mod is determined to be a variable interest entity (which we refer to as a VIE). We are the manager (decision maker) of
Chem-Mod and therefore consolidate its operations into our consolidated financial statements. At December 31, 2017, total
assets and total liabilities of this VIE included in our consolidated balance sheet were $11.1 million and $0.7 million,
respectively. At December 31, 2016, total assets and total liabilities of this VIE included in our consolidated balance sheet were
$11.1 million and $0.8 million, respectively. For 2017, total revenues and expenses were $64.4 million and $2.3 million,
respectively. For 2016, total revenues and expenses were $63.5 million and $2.4 million, respectively. We are under no
obligation to fund Chem-Mod’s operations in the future.
Chem-Mod International LLC - At December 31, 2017, we held a 31.5% non-controlling ownership interest in Chem-Mod
International. Chem-Mod International has the rights to market The Chem-Mod™ Solution in countries other than the U.S. and
Canada. Such marketing activity has been limited to date.
93
C-Quest Technology LLC and C-Quest Technologies International LLC (together, C-Quest) - At December 31, 2017, we
held a non-controlling 12% interest in C-Quest’s global entities. C-Quest possesses rights, information and technology for the
reduction of carbon dioxide emissions created by burning fossil fuels. Thus far, C-Quest’s operations have been limited to
laboratory testing. C-Quest is determined to be a VIE, but we do not consolidate this investment into our consolidated financial
statements because we are not the primary beneficiary or decision maker. We have an option to acquire an additional 15%
interest in C-Quest’s global entities for $7.5 million at any time on or prior to February 15, 2019.
Clean Coal Investments -
• We have investments in limited liability companies that own 34 refined coal production plants which produce refined coal
using proprietary technologies owned by Chem-Mod. We believe the production and sale of refined coal at these plants is
qualified to receive refined coal tax credits under IRC Section 45. The 14 plants placed in service prior to December 31,
2009 (which we refer to as the 2009 Era Plants) are eligible to receive tax credits through 2019 and the 20 plants placed in
service prior to December 31, 2011 (which we refer to as the 2011 Era Plants) are eligible to receive tax credits through
2021.
• As of December 31, 2017:
o 31 of the plants have long-term production contracts.
o For two of the 2009 Era Plants, we are not in current active negotiations for long-term production contracts. For one
of the 2011 Era Plants, we are in early stages of negotiations for a long-term production contract.
o We have a non-controlling interest in one plant, which is owned by a limited liability company (which we refer to as a
LLC). We have determined that this LLC is a VIE, for which we are not the primary beneficiary. At December 31,
2017, total assets and total liabilities of this VIE were $23.0 million and $21.1 million, respectively. For 2017, total
revenues and expenses of this VIE were $66.2 million and $81.1 million, respectively.
• We and our co-investors each fund our portion of the on-going operations of the limited liability companies in proportion to
our investment ownership percentages. Other than our portion of the on-going operational funding, there are no additional
amounts that we are committed to related to funding these investments.
Other Investments - At December 31, 2017, we owned a non-controlling, minority interest in four venture capital funds totaling
$3.8 million and eight certified low-income housing developments with zero carrying value. The low-income housing
developments and real estate entities have been determined to be VIEs, but are not required to be consolidated due to our lack of
control over their respective operations. At December 31, 2017, total assets and total liabilities of these VIEs were approximately
$15.0 million and zero, respectively.
14. Derivatives and Hedging Activity
We are exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk
related to these exposures, we enter into various derivative instruments that reduce these risks by creating offsetting exposures.
We generally do not enter into derivative transactions for trading or speculative purposes.
Foreign Exchange Risk Management
We are exposed to foreign exchange risk when it earns revenues, pays expenses, or enters into monetary intercompany transfers
denominated in a currency that differs from its functional currency, or other transactions that are denominated in a currency other
than its functional currency. We use foreign exchange derivatives, typically forward contracts and options, to reduce our overall
exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years.
Interest Rate Risk Management
We enter into various long term debt agreements. We use interest rate derivatives, typically swaps, to reduce our exposure to the
effects of interest rate fluctuations on the forecasted interest rates for up to two years into the future.
We have not received or pledged any collateral related to derivative arrangements at December 31, 2017.
The notional and fair values of derivative instruments are as follows at December 31, 2017 and 2016 (in millions):
Notional Amount
2017
2016
Derivatives Assets (1)
2017
2016
Derivative Liabilities (2)
2017
2016
Derivatives accounted for
as hedges:
Interest rate contracts
Foreign exchange contracts (3)
$
200.0
18.7
$
200.0
4.1
$
2.2
8.1
$
11.4
2.1
-
$
2.9
$
-
17.5
Total
$
218.7
$
204.1
$
10.3
$
13.5
$
2.9
$
17.5
94
(1) Included within other current assets $7.7 million and $12.5 million at December 31, 2017 and 2016, respectively and other
non-current assets $2.7 million and $1.0 million at December 31, 2017 and 2016, respectively.
(2) Included within other current liabilities $1.6 million and $11.8 million at December 31, 2017 and 2016, respectively and
other non-current liabilities $1.3 million and $5.7 million at December 31, 2017 and 2016, respectively.
(3) Included within foreign exchange contracts at December 31, 2017 were $141.0 million of call options offset with
$141.0 million of put options and $13.3 million of buy forwards offset with $31.0 million of sell forwards. Included within
foreign exchange contracts at December 31, 2016 were $78.3 million of call options offset with $78.3 million of put options
and $61.6 million of buy forwards offset with $57.5 million of sell forwards.
The amounts of derivative gains (losses) recognized in accumulated other comprehensive loss were as follows (in millions):
Commission
Revenue
Compensation
Expense
Operating
Expense
Interest
Expense
Total
Year Ended December 31, 2017
Cash flow hedges:
Interest rate contracts
Foreign exchange contracts
$
-
10.4
$
-
3.2
$
-
2.3
$
(0.9)
-
$
(0.9)
15.9
Total
$
10.4
$
3.2
$
2.3
$
(0.9)
$
15.0
Year Ended December 31, 2016
Cash flow hedges:
Interest rate contracts
Foreign exchange contracts
-
$
(24.0)
-
$
0.1
-
$
-
$
12.4
-
$
12.4
(23.9)
Total
$
(24.0)
$
0.1
$
-
$
12.4
$
(11.5)
Year Ended December 31, 2015
Cash flow hedges:
Interest rate contracts
Foreign exchange contracts
$
-
(3.3)
$
-
0.3
$
-
0.2
$
-
-
$
-
(2.8)
Total
$
(3.3)
$
0.3
$
0.2
$
-
$
(2.8)
The amounts of derivative gains (losses) reclassified from accumulated other comprehensive loss into income (effective portion)
were as follows (in millions):
Commission
Revenue
Compensation
Expense
Operating
Expense
Interest
Expense
Total
Year Ended December 31, 2017
Cash flow hedges:
Interest rate contracts
Foreign exchange contracts
-
$
(8.7)
-
$
1.8
-
$
1.3
$
0.4
-
$
0.4
(5.6)
Total
$
(8.7)
$
1.8
$
1.3
$
0.4
$
(5.2)
Year Ended December 31, 2016
Cash flow hedges:
Interest rate contracts
Foreign exchange contracts
-
$
(9.1)
-
$
0.5
-
$
0.3
$
0.1
-
$
0.1
(8.3)
Total
$
(9.1)
$
0.5
$
0.3
$
0.1
$
(8.2)
Year Ended December 31, 2015
Cash flow hedges:
Interest rate contracts
Foreign exchange contracts
-
$
0.7
-
$
-
-
$
-
-
$
-
-
$
0.7
Total
$
0.7
$
-
$
-
$
-
$
0.7
We estimate that approximately $2.7 million of pretax gain currently included within accumulated other comprehensive loss will
be reclassified into earnings in the next twelve months. The amount of gain (loss) recognized in earnings on the ineffective
portion of derivatives for 2017, 2016 and 2015 was $(0.2) million, $1.6 million and $0.7 million, respectively.
95
15. Commitments, Contingencies and Off-Balance Sheet Arrangements
In connection with our investing and operating activities, we have entered into certain contractual obligations and commitments.
See Notes 7 and 13 to these consolidated financial statements for additional discussion of these obligations and commitments.
Our future minimum cash payments, including interest, associated with our contractual obligations pursuant to the note purchase
agreements, Credit Agreement, Premium Financing Debt Facility, operating leases and purchase commitments at December 31,
2017 were as follows (in millions):
Contractual Obligations
2018
2019
Note purchase agreements
Credit Agreement
Premium Financing Debt Facility
Interest on debt
Total debt obligations
Operating lease obligations
Less sublease arrangements
Outstanding purchase obligations
$
100.0
190.0
151.1
120.6
561.7
103.2
(0.7)
42.9
$
100.0
-
-
115.1
215.1
88.5
(0.4)
19.5
Payments Due by Period
2022
2021
2020
$
100.0
-
-
110.7
210.7
74.3
(0.4)
8.3
$
75.0
-
-
105.7
180.7
62.5
(0.4)
2.2
$
200.0
-
-
100.5
300.5
47.2
(0.2)
2.0
Thereafter
Total
$
2,223.0
-
-
368.2
$
2,798.0
190.0
151.1
920.8
2,591.2
104.5
-
-
4,059.9
480.2
(2.1)
74.9
Total contractual obligations
$
707.1
$
322.7
$
292.9
$
245.0
$
349.5
$
2,695.7
$
4,612.9
The amounts presented in the table above may not necessarily reflect our actual future cash funding requirements, because the
actual timing of the future payments made may vary from the stated contractual obligation.
Note Purchase Agreements, Credit Agreement and Premium Financing Debt Facility - See Note 7 to these consolidated
financial statements for a summary the amounts outstanding under the note purchase agreements, the Credit Agreement and
Premium Debt Facility.
Operating Lease Obligations - Our corporate segment’s executive offices and certain subsidiary and branch facilities of our
brokerage and risk management segments are located at 2850 Golf Road, Rolling Meadows, Illinois, where we own
approximately 360,000 square feet of space and will accommodate 2,000 employees at peak capacity. Our prior headquarters was
located at Two Pierce Place, Itasca, Illinois, where we leased approximately 306,000 square feet of space, or approximately 60%
of the building. The lease commitment on the Itasca property expires February 28, 2018. During first quarter 2017, we relocated
our corporate office headquarters to the Rolling Meadows location and totally exited the leased space in third quarter 2017. We
recognized move related costs and lease abandonment charges of $13.2 million in 2017. Relating to the development of our new
corporate headquarters, we expect to receive property tax related credits under a tax-increment financing note from Rolling
Meadows and an Illinois state Economic Development for a Growing Economy (which we refer to as EDGE) tax credit.
Incentives from these two programs could total between $60.0 million and $80.0 million over a fifteen-year period.
We generally operate in leased premises at our other locations. Certain of these leases have options permitting renewals for
additional periods. In addition to minimum fixed rentals, a number of leases contain annual escalation clauses which are
generally related to increases in an inflation index.
Total rent expense, including rent relating to cancelable leases and leases with initial terms of less than one year, amounted to
$137.7 million in 2017, $134.2 million in 2016 and $121.6 million in 2015.
We have leased certain office space to several non-affiliated tenants under operating sublease arrangements. In the normal course
of business, we expect that certain of these leases will not be renewed or replaced. We adjust charges for real estate taxes and
common area maintenance annually based on actual expenses, and we recognize the related revenues in the year in which the
expenses are incurred. These amounts are not included in the minimum future rentals to be received in the contractual obligations
table above.
Outstanding Purchase Obligations - We typically do not have a material amount of outstanding purchase obligations at any
point in time. The amount disclosed in the contractual obligations table above represents the aggregate amount of unrecorded
purchase obligations that we had outstanding at December 31, 2017. These obligations represent agreements to purchase goods
or services that were executed in the normal course of business.
96
Off-Balance Sheet Commitments - Our total unrecorded commitments associated with outstanding letters of credit, financial
guarantees and funding commitments at December 31, 2017 were as follows (in millions):
Off-Balance Sheet Commitments
2018
Amount of Commitment Expiration by Period
2019
2022
2021
2020
Total
Amounts
Thereafter Committed
Letters of credit
Financial guarantees
Funding commitments
Total commitments
$
0.7
0.2
0.4
$
-
0.2
-
$
-
0.2
-
$
-
0.2
-
$
-
0.2
-
$
16.5
1.1
-
$
17.2
2.1
0.4
$
1.3
$
0.2
$
0.2
$
0.2
$
0.2
$
17.6
$
19.7
Since commitments may expire unused, the amounts presented in the table above do not necessarily reflect our actual future cash
funding requirements. See Note 13 to these consolidated financial statements for a discussion of our funding commitments
related to our corporate segment and the Off-Balance Sheet Debt section below for a discussion of other letters of credit. All of
the letters of credit represent multiple year commitments that have annual, automatic renewing provisions and are classified by
the latest commitment date.
Since January 1, 2002, we have acquired 459 companies, all of which were accounted for using the acquisition method for
recording business combinations. Substantially all of the purchase agreements related to these acquisitions contain provisions for
potential earnout obligations. For all of our acquisitions made in the period from 2013 to 2017 that contain potential earnout
obligations, such obligations are measured at fair value as of the acquisition date and are included on that basis in the recorded
purchase price consideration for the respective acquisition. The amounts recorded as earnout payables are primarily based upon
estimated future potential operating results of the acquired entities over a two- to three-year period subsequent to the acquisition
date. The aggregate amount of the maximum earnout obligations related to these acquisitions was $567.9 million, of which
$264.2 million was recorded in our consolidated balance sheet as of December 31, 2017 based on the estimated fair value of the
expected future payments to be made.
Off-Balance Sheet Debt - Our unconsolidated investment portfolio includes investments in enterprises where our ownership
interest is between 1% and 50%, in which management has determined that our level of influence and economic interest is not
sufficient to require consolidation. As a result, these investments are accounted for under the equity method. None of these
unconsolidated investments had any outstanding debt at December 31, 2017 or 2016 that was recourse to us.
At December 31, 2017, we had posted two letters of credit totaling $9.7 million in the aggregate, related to our self-insurance
deductibles, for which we had a recorded liability of $12.8 million. We have an equity investment in a rent-a-captive facility,
which we use as a placement facility for certain of our insurance brokerage operations. At December 31, 2017, we had posted
seven letters of credit totaling $6.3 million to allow certain of our captive operations to meet minimum statutory surplus
requirements and for additional collateral related to premium and claim funds held in a fiduciary capacity, one letter of credit
totaling $0.7 million to support our potential obligation under a client’s insurance program, for which we had a recorded liability
of $0.7 million, and one letter of credit totaling $0.5 million as a security deposit for a 2015 acquisition’s lease. These letters of
credit have never been drawn upon.
97
Our commitments associated with outstanding letters of credit, financial guarantees and funding commitments at December 31,
2017 were as follows (all dollar amounts in table are in millions):
Description, Purpose and Trigger
Venture capital funds
Collateral
Compensation
to Us
Maximum
Exposure
Liability
Recorded
Funding commitment to one fund - funded in January 2018
None
None
$
0.4
$
-
Trigger - Agreed conditions met
Other
Credit support under letters of credit for deductibles due by
None
None
9.7
12.8
us on our own insurance coverages - expires after 2022
Trigger - We do not reimburse the insurance companies for
deductibles the insurance companies advance on our behalf
Credit enhancement under letters of credit for our
None
captive insurance operations to meet minimum
statutory capital requirements - expires after 2022
Trigger - Dissolution or catastrophic financial
results of the operation
Credit support for our obligation under
a client's insurance program - expires 2018
Trigger - claim payments are made
None
None
Credit support under letters of credit in lieu of a security
None
None
deposit for an acquisition's lease - expires 2023
Trigger - Lease payments do not get made
Financial guarantees of loans to 6 Canadian-based employees -
(1)
None
expires when loan balances are reduced to zero
through M ay 2029 - Principal and interest payments are paid quarterly
Trigger - Default on loan payments
Reimbursement of
LOC fees
6.3
-
0.7
0.5
2.1
0.7
-
-
$
19.7
$
13.5
(1) The guarantees are collateralized by shares in minority holdings of our Canadian operating companies.
Since commitments may expire unused, the amounts presented in the table above do not necessarily reflect our actual future cash
funding requirements.
Litigation, Regulatory and Taxation Matters - We are a defendant in various legal actions incidental to the nature of our
business including but not limited to matters related to employment practices, alleged breaches of non-compete or other
restrictive covenants, theft of trade secrets, breaches of fiduciary duties and related causes of action. We are also periodically the
subject of inquiries, investigations and reviews by regulatory and taxing authorities into various matters related to our business,
including our operational, compliance and finance functions. Neither the outcomes of these matters nor their effect upon our
business, financial condition or results of operations can be determined at this time.
In July 2014, we were named in a lawsuit which asserts that we and other defendants are liable for infringement of a patent held
by Nalco Company. The complaint sought a judgment of infringement, damages, costs and attorneys’ fees, and injunctive relief.
Along with the other defendants, we disputed the allegation of infringement and have defended this matter vigorously. We filed a
motion to dismiss the complaint on behalf of all defendants, alleging no infringement of Nalco’s intellectual property. This
motion and similar motions attacking amended complaints filed by Nalco, were granted. On April 20, 2016, the court dismissed
Nalco’s complaint and disallowed any further opportunity to amend or refile. Nalco appealed this ruling to the Federal Circuit
Court and we are expecting a ruling during the first quarter of 2018. We continue to believe that the probability of a material loss
is remote. However, litigation is inherently uncertain and it is not possible for us to predict the ultimate disposition of this
proceeding.
Our micro-captive advisory services are under investigation by the IRS. Additionally, the IRS has initiated audits for the 2012
tax year of over 100 of the micro-captive underwriting enterprises organized and/or managed by us. Among other matters, the
IRS is investigating whether we have been acting as a tax shelter promoter in connection with these operations. While the IRS
has not made specific allegations relating to our operations, if the IRS were to successfully assert that the micro-captives
organized and/or managed by us do not meet the requirements of IRC Section 831(b), we could be held liable to pay monetary
claims by the IRS and/or our micro-captive clients, and our future earnings from our micro-captive operations could be materially
adversely affected, any of which events, could negatively impact the overall captive business and adversely affect our
98
consolidated results of operations and financial condition. Due to the fact that the IRS has not made any allegation against us or
completed all of its audits of our clients, we are not able to reasonably estimate the amount of any potential loss in connection
with this investigation.
Contingent Liabilities - We purchase insurance to provide protection from errors and omissions (which we refer to as E&O)
claims that may arise during the ordinary course of business. We currently retain the first $5.0 million of each and every E&O
claim. Our E&O insurance provides aggregate coverage for E&O losses up to $175.0 million in excess of our retained amounts.
We have historically maintained self-insurance reserves for the portion of our E&O exposure that is not insured. We periodically
determine a range of possible reserve levels using actuarial techniques that rely heavily on projecting historical claim data into the
future. Our E&O reserve in the December 31, 2017 consolidated balance sheet is above the lower end of the most recently
determined actuarial range by $1.7 million and below the upper end of the actuarial range by $7.6 million. We can make no
assurances that the historical claim data used to project the current reserve levels will be indicative of future claim activity. Thus,
the E&O reserve level and corresponding actuarial range could change in the future as more information becomes known, which
could materially impact the amounts reported and disclosed herein.
Tax-advantaged Investments No Longer Held - Between 1996 and 2007, we developed and then sold portions of our
ownership in various energy related investments, many of which qualified for tax credits under IRC Section 29. We recorded tax
benefits in connection with our ownership in these investments. At December 31, 2017, we had exposure on $108.0 million of
previously earned tax credits. In 2004, 2007 and 2009, the IRS examined several of these investments and all examinations were
closed without any changes being proposed by the IRS. However, any future adverse tax audits, administrative rulings or judicial
decisions could disallow previously claimed tax credits.
Due to the contingent nature of this exposure and our related assessment of its likelihood, no reserve has been recorded in our
December 31, 2017 consolidated balance sheet related to this exposure.
16. Insurance Operations
We have ownership interests in several underwriting enterprises based in the U.S., Bermuda, Gibraltar, Guernsey, Isle of Man and
Malta that primarily operate segregated account “rent-a-captive” facilities. These “rent-a-captive” facilities enable our clients to
receive the benefits of owning a captive underwriting enterprise without incurring certain disadvantages of ownership. Captive
underwriting enterprises, or “rent-a-captive” facilities, are created for clients to insure their risks and capture any underwriting
profit and investment income, which would then be available for use by the insureds, generally to reduce future costs of their
insurance programs. In general, these companies are set up as protected cell companies that are comprised of separate cell
business units (which we refer to as Captive Cells) and the core regulated company (which we refer to as the Core Company).
The Core Company is owned and operated by us and no insurance policies are assumed by the Core Company. All insurance is
assumed or written within individual Captive Cells. Only the activity of the supporting Core Company of the rent-a-captive
facility is recorded in our consolidated financial statements, including cash and stockholder’s equity of the legal entity and any
expenses incurred to operate the rent-a-captive facility. Most Captive Cells reinsure individual lines of insurance coverage from
external underwriting enterprises. In addition, some Captive Cells offer individual lines of insurance coverage from one of our
underwriting enterprise subsidiaries. The different types of insurance coverage include special property, general liability,
products liability, medical professional liability, other liability and medical stop loss. The policies are generally claims-made.
Insurance policies are written by an underwriting enterprise and the risk is assumed by each of the Captive Cells. In general, we
structure these operations to have no underwriting risk on a net written basis. In situations where we have assumed underwriting
risk on a net written basis, we have managed that exposure by obtaining full collateral for the underwriting risk we have assumed
from our clients. We typically require pledged assets including cash and/or investment accounts or letters of credit to limit our
risk.
We have a wholly owned underwriting enterprise subsidiary based in the U.S. that cedes all of its insurance risk to reinsurers or
captives under facultative and quota share treaty reinsurance agreements. This company was established in fourth quarter 2014
and began writing business in December 2014. These reinsurance arrangements diversify our business and minimize our
exposure to losses or hazards of an unusual nature. The ceding of insurance does not discharge us of our primary liability to the
policyholder. In the event that all or any of the reinsuring companies are unable to meet their obligations, we would be liable for
such defaulted amounts. Therefore, we are subject to credit risk with respect to the obligations of our reinsurers or captives. In
order to minimize our exposure to losses from reinsurer credit risk and insolvencies, we have managed that exposure by obtaining
full collateral for which we typically require pledged assets, including cash and/or investment accounts or letters of credit, to fully
offset the risk.
99
Reconciliations of direct to net premiums, on a written and earned basis, for 2017, 2016 and 2015 related to the wholly-owned
underwriting enterprise subsidiary discussed above are as follows (in millions):
2017
2016
2015
Written
Earned
Written
Earned
Written
Earned
Direct
Assumed
Ceded
Net
$
60.7
5.0
(65.7)
$
60.4
4.5
(64.9)
$
71.8
5.2
(77.0)
$
69.6
4.9
(74.5)
$
71.5
4.4
(75.9)
$
71.7
5.1
(76.8)
$
-
$
-
$
-
$
-
$
-
$
-
At December 31, 2017 and 2016, our underwriting enterprise subsidiary had reinsurance recoverables of $59.8 million and
$48.3 million, respectively, related to liabilities established for ceded unearned premium reserves and loss and loss adjustment
expense reserves. These reinsurance recoverables relate to direct and assumed business that has been fully ceded to our reinsurers
or captives and have been included in premiums and fees receivables in the accompanying consolidated balance sheet.
17. Income Taxes
We and our principal domestic subsidiaries are included in a consolidated U.S. Federal income tax return. Our international
subsidiaries file various income tax returns in their jurisdictions. The foreign earnings (losses) before income taxes were
$99.5 million in 2017, $5.6 million in 2016 and $(52.1) million in 2015. Earnings before income taxes include the impact of
intercompany interest expense between domestic and foreign legal entities. Foreign intercompany interest expense was
$64.2 million in 2017, $110.7 million in 2016 and $107.0 million in 2015. Domestic intercompany interest income was
$64.2 million in 2017, $110.7 million in 2016 and $107.0 million in 2015. Significant components of earnings before income
taxes and the provision for income taxes are as follows (in millions):
Year Ended December 31,
2016
2017
2015
Earnings (losses) before income taxes:
United States
Foreign, principally Australia, Canada, New Zealand and the U.K.
Total earnings before income taxes
Provision (benefit) for income taxes:
Federal:
Current
Deferred
State and local:
Current
Deferred
Foreign:
Current
Deferred
$
278.6
99.5
$
351.3
5.6
$
345.6
(52.1)
$
378.1
$
356.9
$
293.5
$
16.4
(160.4)
$
45.9
(146.7)
$
43.9
(139.4)
(144.0)
(100.8)
(95.5)
6.7
1.4
8.1
29.1
(14.3)
14.8
8.4
(0.3)
8.1
22.4
(17.8)
4.6
18.9
(3.3)
15.6
22.9
(38.6)
(15.7)
Total benefit for income taxes
$
(121.1)
$
(88.1)
$
(95.6)
100
A reconciliation of the provision for income taxes with the U.S. Federal statutory income tax rate is as follows (in millions,
except percentages):
2017
Year Ended December 31,
2016
% of
Pretax
Earnings
% of
Pretax
Earnings
Amount
2015
% of
Pretax
Earnings
Amount
Federal statutory rate
State income taxes - net of
Federal benefit
Differences related to non U.S. operations
Alternative energy, foreign and other
tax credits
Other permanent differences
U.S. repatriation tax
Stock-based compensation
Changes in unrecognized tax benefits
Change in valuation allowance
Change in U.S. and U.K. tax rates
Other
Amount
$
132.4
5.3
(48.5)
(230.1)
(10.6)
36.8
(15.1)
(0.9)
12.3
(2.2)
(0.5)
35.0
$
124.9
35.0
$
102.7
1.4
(12.8)
(60.9)
(2.8)
9.7
(4.0)
(0.2)
3.3
(0.6)
(0.1)
5.3
(34.1)
(194.4)
(4.8)
-
-
2.2
14.0
(1.5)
0.3
1.5
(9.6)
(54.5)
(1.3)
-
-
0.6
3.9
(0.4)
0.1
10.2
(22.6)
(181.3)
(4.9)
-
-
3.0
1.7
(4.2)
(0.2)
35.0
3.5
(7.7)
(61.8)
(1.7)
-
-
1.0
0.6
(1.4)
(0.1)
(32.6)
Benefit for income taxes
$
(121.1)
(32.0)
$
(88.1)
(24.7)
$
(95.6)
A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows
(in millions):
Gross unrecognized tax benefits at January 1
Increases in tax positions for current year
Settlements
Lapse in statute of limitations
Increases in tax positions for prior years
Decreases in tax positions for prior years
Gross unrecognized tax benefits at December 31
December 31,
2017
2016
$
14.5
1.6
(1.8)
(0.7)
0.6
(3.3)
$
15.7
2.4
(1.4)
(1.8)
1.8
(2.2)
$
10.9
$
14.5
The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $9.0 million and
$10.0 million at December 31, 2017 and 2016, respectively. We accrue interest and penalties related to unrecognized tax benefits
in our provision for income taxes. At December 31, 2017 and 2016, we had accrued interest and penalties related to
unrecognized tax benefits of $2.9 million and $2.8 million, respectively.
We file income tax returns in the U.S. and in various state, local and foreign jurisdictions. We are routinely examined by tax
authorities in these jurisdictions. At December 31, 2017, our corporate returns had been examined by the IRS through calendar
year 2010. The IRS is currently conducting various examinations of calendar years 2011 and 2012. In addition, a number of
foreign, state, local and partnership examinations are currently ongoing. It is reasonably possible that our gross unrecognized tax
benefits may change within the next twelve months. However, we believe any changes in the recorded balance would not have a
significant impact on our consolidated financial statements.
101
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets
and liabilities are as follows (in millions):
Deferred tax assets:
Alternative minimum tax and other credit carryforwards
Accrued and unfunded compensation and employee benefits
Amortizable intangible assets
Compensation expense related to stock options
Accrued liabilities
Accrued pension liability
Investments
Net operating loss carryforwards
Capital loss carryforwards
Deferred rent liability
Other
Total deferred tax assets
Valuation allowance for deferred tax assets
Deferred tax assets
Deferred tax liabilities:
Nondeductible amortizable intangible assets
Investment-related partnerships
Depreciable fixed assets
Hedging instruments
Other prepaid items
Total deferred tax liabilities
Net deferred tax assets
December 31,
2017
2016
$
683.3
143.2
45.8
13.4
28.9
14.8
1.1
30.5
12.9
4.8
5.5
$
477.9
219.0
38.8
16.9
31.7
22.9
7.7
20.4
16.0
8.1
3.9
984.2
(79.1)
905.1
273.8
17.6
26.5
3.8
10.3
332.0
863.3
(66.8)
796.5
310.2
34.5
18.2
4.1
4.1
371.1
$
573.1
$
425.4
102
At December 31, 2017 and 2016, $332.0 million and $371.1 million, respectively, have been included in noncurrent liabilities in
the accompanying consolidated balance sheet. Alternative minimum tax credits of $108.2 million have an indefinite life and will
be utilized or refunded beginning in 2018 and ending in 2021, according to a specific formula, general business tax credits of
$571.6 million begin to expire, if not utilized, in 2034, and state credits of $3.5 million expire, if not used, in 2021. We expect
the historically favorable trend in earnings before income taxes to continue in the foreseeable future. Accordingly, we expect to
make full use of the net deferred tax assets. Valuation allowances have been established for certain foreign intangible assets and
various state net operating loss carryforwards that may not be utilized in the future.
We do not provide for U.S. Federal income taxes on the undistributed earnings ($330.0 million and $243.0 million at
December 31, 2017 and 2016, respectively) of foreign subsidiaries which are considered permanently invested outside of the U.S.
The amount of unrecognized deferred tax liability on these undistributed earnings was immaterial at December 31, 2017 and
$15.6 million at December 31, 2016, respectively. If undistributed earnings are repatriated to the U.S. in the future they would be
considered previously taxed income in the U.S., however the amount of unrecognized tax liability on these earnings is not
expected to be material.
On December 22, 2017, the U.S. enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act (which we refer to as
the Tax Act), which significantly revises the U.S. tax code by, among other things, lowering the corporate income tax rate from
35.0% to 21.0%; limiting the deductibility of interest expense; implementing a territorial tax system, and imposing a repatriation
tax on deemed repatriated earnings of foreign subsidiaries. See discussion of repatriation tax below.
SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (which we refer to as
SAB 118) describes three scenarios associated with a company’s status of accounting for income tax reform. Under the SAB 118
guidance, we have determined that we are able to make reasonable estimates for certain effects of tax reform. In our 2017
consolidated financial statements, we have recognized provisional amounts for our deferred income taxes and repatriation tax
based on reasonable estimates. However, as of the date of this Annual Report on Form 10-K, we are continuing to evaluate the
accounting impactions of the Tax Act as we continue to assemble and analyze all the information required to prepare and analyze
these effects and await additional guidance from the U.S. Treasury Department, IRS or other standard-setting bodies. We
continue to assess information relating to these amounts, and with respect to the repatriation tax, we continue to assess its
application in other jurisdictions. Additionally, we continue to analyze other information and regulatory guidance and
accordingly we may record additional provisional amounts or adjustments to provisional amounts in future periods.
Deferred Income Taxes: We have determined that our net deferred tax asset will require revaluation as a result of the Tax Act.
We have recognized a provisional $1.0 million net benefit to the provision for income taxes for the years ended December 31,
2017 as a result of the restatement of our net deferred tax assets. The revaluation of our net deferred tax asset is subject to further
refinement as additional information becomes available and further analysis is completed.
Repatriation Tax: All U.S. shareholders of foreign corporations that own at least 10% must include in their income a one-time
inclusion of all accumulated post 1986 undistributed earnings as of December 31, 2017. We have recognized a provisional
income tax expense of $40.0 million as a result of this repatriation tax.
Cost Recovery: While we have not yet completed all of the computations necessary to determine the 2017 expenditures that
qualify for immediate expensing, we have recorded an immaterial provisional benefit based on our current intent to fully expense
all qualifying expenditures. This resulted in a decrease to our current income taxes payable and a corresponding increase in our
deferred tax liability.
18. Accumulated Other Comprehensive Earnings
The after-tax components of our accumulated comprehensive earnings (loss) attributable to controlling interests consist of the
following:
Balance as of January 1, 2015
Net change in period
Balance as of December 31, 2015
Net change in period
Balance as of December 31, 2016
Net change in period
Balance as of December 31, 2017
Pension
Liability
Foreign
Currency
Translation
Fair Value
of Derivative
Instruments
Accumulated
Comprehensive
Earnings (Loss)
$
(44.2)
1.3
$
(216.3)
(261.1)
$
(0.1)
(2.1)
$
(260.6)
(261.9)
(42.9)
(4.4)
(47.3)
4.3
(477.4)
(231.8)
(709.2)
183.4
(2.2)
(4.9)
(7.1)
16.0
(522.5)
(241.1)
(763.6)
203.7
$
(43.0)
$
(525.8)
$
8.9
$
(559.9)
The foreign currency translation in 2017, 2016 and 2015 primarily relates to the net impact of changes in the value of the local
currencies relative to the U.S. dollar for our operations in Australia, Canada, the Caribbean, India, New Zealand and the U.K.
103
During 2017, 2016 and 2015, $5.0 million, $5.3 million and $6.2 million, respectively, of expense related to the pension liability
was reclassified from accumulated other comprehensive earnings (loss) to compensation expense in the statement of earnings.
During 2017, 2016 and 2015, $5.2 million of expense, $8.2 million of expense and $0.7 million of income, respectively, related to
the fair value of derivative investments, was reclassified from accumulated other comprehensive earnings (loss) to the statement
of earnings. During 2017, 2016 and 2015, no amounts related to foreign currency translation were reclassified from accumulated
other comprehensive earnings (loss) to the statement of earnings.
19. Quarterly Operating Results (unaudited)
Quarterly operating results for 2017 and 2016 were as follows (in millions, except per share data):
2017
Total revenues
Total expenses
1st
2nd
3rd
4th
$
1,412.7
$
1,563.4
$
1,584.5
$
1,599.0
1,360.4
1,416.4
1,487.8
1,516.9
Earnings before income taxes
$
52.3
$
147.0
$
96.7
$
82.1
Net earnings attributable to controlling interests
$
55.7
$
171.9
$
130.4
$
105.1
Basic net earnings per share
Diluted net earnings per share
2016
Total revenues
Total expenses
$
0.31
$
0.96
$
0.72
$
0.58
$
0.31
$
0.95
$
0.71
$
0.57
$
1,300.4
$
1,427.1
$
1,482.3
$
1,385.0
1,244.7
1,289.6
1,387.4
1,316.2
Earnings before income taxes
$
55.7
$
137.5
$
94.9
$
68.8
Net earnings attributable to controlling interests
$
46.5
$
150.0
$
122.8
$
95.1
Basic net earnings per share
Diluted net earnings per share
$
0.26
$
0.85
$
0.69
$
0.53
$
0.26
$
0.84
$
0.69
$
0.53
20. Segment Information
We have three reportable operating segments: brokerage, risk management and corporate.
Our brokerage segment is primarily comprised of our retail and wholesale insurance brokerage operations. Our brokerage
segment generates revenues through commissions paid by underwriting enterprises and through fees charged to our clients. Our
brokers, agents and administrators act as intermediaries between underwriting enterprises and our clients and we do not assume
net underwriting risks.
Our risk management segment provides contract claim settlement and administration services for enterprises that choose to self-
insure some or all of their property/casualty coverages and for underwriting enterprises that choose to outsource some or all of
their property/casualty claims departments. These operations also provide claims management, loss control consulting and
insurance property appraisal services. Revenues are principally generated on a negotiated per-claim or per-service fee basis. Our
risk management segment also provides risk management consulting services that are recognized as the services are delivered.
Our corporate segment manages our clean energy investments. In addition, our corporate segment reports the financial
information related to our debt, and external acquisition-related expenses and other corporate costs.
Allocations of investment income and certain expenses are based on reasonable assumptions and estimates primarily using
revenue, headcount and other information. We allocate the provision for income taxes to the brokerage and risk management
segments using the local county statutory rates. Reported operating results by segment would change if different methods were
applied.
104
Financial information relating to our segments for 2017, 2016 and 2015 is as follows (in millions):
Year Ended December 31, 2017
Brokerage
Risk Management
Corporate
Total
Revenues:
Commissions
Fees
Supplemental revenues
Contingent revenues
Investment income
Gains on books of business sales and other
Revenue from clean coal activities
Total revenues
Compensation
Operating
Cost of revenues from clean coal activities
Interest
Depreciation
Amortization
Change in estimated acquisition earnout payables
Total expenses
Earnings (loss) before income taxes
Provision (benefit) for income taxes
Net earnings
Net earnings attributable to noncontrolling interests
$
2,627.1
868.8
163.7
111.8
55.7
3.4
-
-
$
768.0
-
-
0.6
-
-
-
$
-
-
-
-
-
1,560.5
$
2,627.1
1,636.8
163.7
111.8
56.3
3.4
1,560.5
3,830.5
2,217.2
613.9
-
-
61.8
261.8
29.3
3,184.0
646.5
222.5
424.0
8.1
768.6
446.9
189.2
-
-
31.1
2.9
1.6
671.7
96.9
37.0
59.9
-
1,560.5
88.2
49.4
1,635.9
124.1
28.2
-
-
1,925.8
(365.3)
(380.6)
15.3
28.0
6,159.6
2,752.3
852.5
1,635.9
124.1
121.1
264.7
30.9
5,781.5
378.1
(121.1)
499.2
36.1
Net earnings attributable to controlling interests
$
415.9
$
59.9
$
(12.7)
$
463.1
Net foreign exchange loss
$
(1.6)
$
(0.1)
$
(1.1)
$
(2.8)
Revenues:
United States
United Kingdom
Australia
Canada
New Zealand
Other foreign
Total revenues
At December 31, 2017
Identifiable assets:
United States
United Kingdom
Australia
Canada
New Zealand
Other foreign
$
2,537.4
686.7
192.7
150.7
135.2
127.8
$
639.5
30.9
78.2
4.7
15.3
-
$
1,525.7
-
-
-
-
34.8
$
4,702.6
717.6
270.9
155.4
150.5
162.6
$
3,830.5
$
768.6
$
1,560.5
$
6,159.6
$
4,799.6
2,620.9
1,061.7
726.6
707.6
420.0
$
569.5
91.3
48.9
6.8
18.7
-
$
1,799.4
-
-
-
-
26.4
$
7,168.5
2,712.2
1,110.6
733.4
726.3
446.4
Total identifiable assets
$
10,336.4
$
735.2
$
1,825.8
$
12,897.4
Goodwill - net
Amortizable intangible assets - net
$
4,152.3
1,630.6
$
42.6
14.0
$
3.0
-
$
4,197.9
1,644.6
105
Year Ended December 31, 2016
Brokerage
Risk Management
Corporate
Total
Revenues:
Commissions
Fees
Supplemental revenues
Contingent revenues
Investment income
Gains on books of business sales and other
Revenue from clean coal activities
Other - net gain
Total revenues
Compensation
Operating
Cost of revenues from clean coal activities
Interest
Depreciation
Amortization
Change in estimated acquisition earnout payables
Total expenses
Earnings (loss) before income taxes
Provision (benefit) for income taxes
Net earnings
Net earnings attributable to noncontrolling interests
$
2,439.1
775.7
147.0
107.2
52.3
6.6
-
-
$
-
717.1
-
-
1.0
-
-
-
$
-
-
-
-
-
-
1,350.1
(1.3)
$
2,439.1
1,492.8
147.0
107.2
53.3
6.6
1,350.1
(1.3)
3,527.9
2,041.8
600.9
-
-
57.2
244.7
32.1
2,976.7
551.2
194.1
357.1
3.6
718.1
424.5
171.4
-
-
27.2
2.5
-
625.6
92.5
35.3
57.2
-
1,348.8
72.6
25.4
1,408.6
109.8
19.2
-
-
1,635.6
(286.8)
(317.5)
30.7
27.0
5,594.8
2,538.9
797.7
1,408.6
109.8
103.6
247.2
32.1
5,237.9
356.9
(88.1)
445.0
30.6
Net earnings attributable to controlling interests
$
353.5
$
57.2
$
3.7
$
414.4
Net foreign exchange gain
$
2.9
$
-
$
0.1
$
3.0
Revenues:
United States
United Kingdom
Australia
Canada
New Zealand
Other foreign
Total revenues
At December 31, 2016
Identifiable assets:
United States
United Kingdom
Australia
Canada
New Zealand
Other foreign
$
2,334.4
686.5
172.5
134.1
120.7
79.7
$
610.3
25.6
73.0
4.1
5.1
-
$
1,327.9
-
-
-
-
20.9
$
4,272.6
712.1
245.5
138.2
125.8
100.6
$
3,527.9
$
718.1
$
1,348.8
$
5,594.8
$
4,393.6
2,321.9
894.4
573.3
668.9
331.3
$
540.5
61.8
56.9
2.8
4.4
-
$
1,622.2
-
-
-
-
17.6
$
6,556.3
2,383.7
951.3
576.1
673.3
348.9
Total identifiable assets
$
9,183.4
$
666.4
$
1,639.8
$
11,489.6
Goodwill - net
Amortizable intangible assets - net
$
3,736.9
1,613.6
$
28.1
13.7
$
2.8
-
$
3,767.8
1,627.3
106
Year Ended December 31, 2015
Brokerage
Risk Management
Corporate
Total
Revenues:
Commissions
Fees
Supplemental revenues
Contingent revenues
Investment income
Gains on books of business sales and other
Revenue from clean coal activities
Other - net gain
Total revenues
Compensation
Operating
Cost of revenues from clean coal activities
Interest
Depreciation
Amortization
Change in estimated acquisition earnout payables
Total expenses
Earnings (loss) before income taxes
Provision (benefit) for income taxes
Net earnings
Net earnings attributable to noncontrolling interests
$
2,338.7
705.8
125.5
93.7
53.6
6.7
-
-
$
-
726.5
-
-
0.6
-
-
-
$
-
-
-
-
-
-
1,310.8
30.5
$
2,338.7
1,432.3
125.5
93.7
54.2
6.7
1,310.8
30.5
3,324.0
1,939.7
638.1
-
-
54.4
237.3
41.1
2,910.6
413.4
145.3
268.1
1.7
727.1
427.2
180.8
-
-
24.3
3.0
(0.5)
634.8
92.3
35.1
57.2
-
1,341.3
62.0
21.8
1,351.5
103.0
15.2
-
-
1,553.5
(212.2)
(276.0)
63.8
30.6
5,392.4
2,428.9
840.7
1,351.5
103.0
93.9
240.3
40.6
5,098.9
293.5
(95.6)
389.1
32.3
Net earnings attributable to controlling interests
$
266.4
$
57.2
$
33.2
$
356.8
Net foreign exchange gain (loss)
$
(0.2)
$
-
$
0.4
$
0.2
Revenues:
United States
United Kingdom
Australia
Canada
New Zealand
Other foreign
Total revenues
At December 31, 2015
Identifiable assets:
United States
United Kingdom
Australia
Canada
New Zealand
Other foreign
$
2,122.1
738.5
157.3
133.1
118.6
54.4
$
591.8
28.4
99.4
3.5
4.0
-
$
1,327.5
-
-
-
-
13.8
$
4,041.4
766.9
256.7
136.6
122.6
68.2
$
3,324.0
$
727.1
$
1,341.3
$
5,392.4
$
4,092.8
2,580.0
895.8
575.0
623.1
203.0
$
525.2
72.1
55.6
3.1
4.1
-
$
1,264.9
-
-
-
-
19.1
$
5,882.9
2,652.1
951.4
578.1
627.2
222.1
Total identifiable assets
$
8,969.7
$
660.1
$
1,284.0
$
10,913.8
Goodwill - net
Amortizable intangible assets - net
$
3,635.6
1,677.8
$
27.3
21.0
-
$
-
$
3,662.9
1,698.8
107
Report of Independent Registered Public Accounting Firm on Financial Statements
To the Board of Directors and Stockholders of
Arthur J. Gallagher & Co.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Arthur J. Gallagher & Co. (Gallagher) as of December 31, 2017
and 2016, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for
each of the three years in the period ended December 31, 2017, and the related notes and the financial statement schedule listed in
the Index at Item 15(2)(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the consolidated financial position of Gallagher at December 31, 2017 and 2016, and the
consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), Gallagher's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework), and our report dated February 9, 2018 expressed an unqualified opinion thereon.
Adoption of New Accounting Standards
As discussed in Note 2 to the consolidated financial statements, in 2017 Gallagher retrospectively changed its method of
presenting contingent payments related to past acquisitions and restricted cash in the consolidated statement of cash flows due to
the adoption of Accounting Standards Updates 2016-15 and 2016-18.
Basis for Opinion
These financial statements are the responsibility of Gallagher's management. Our responsibility is to express an opinion on
Gallagher’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to Gallagher in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
Ernst & Young LLP
We have served as Gallagher’s auditor since 1973
Chicago, Illinois
February 9, 2018
108
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Rules 13a-15(f) under the Exchange Act. Under the supervision and with the participation of management, including our
principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework).
In conducting our assessment of the effectiveness of its internal control over financial reporting, we have excluded 15 of the 39
entities acquired in 2017, which are included in our 2017 consolidated financial statements. Collectively, these acquired entities
constituted approximately 0.2% of total assets as of December 31, 2017 and approximately 0.3% of total revenues and
approximately 0.4% of net earnings for the year then ended.
Based on our assessment under the framework in Internal Control – Integrated Framework, management concluded that our
internal control over financial reporting was effective as of December 31, 2017. In addition, the effectiveness of our internal
control over financial reporting as of December 31, 2017 has been audited by Ernst & Young LLP, an independent registered
public accounting firm, as stated in their attestation report which is included herein.
Arthur J. Gallagher & Co.
Rolling Meadows, Illinois
February 9, 2018
/s/ J. Patrick Gallagher, Jr.
J. Patrick Gallagher, Jr.
Chairman, President and Chief Executive Officer
/s/ Douglas K. Howell
Douglas K. Howell
Chief Financial Officer
109
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
To the Board of Directors and Stockholders of
Arthur J. Gallagher & Co.
Opinion on Internal Control over Financial Reporting
We have audited Arthur J. Gallagher & Co.’s (Gallagher) internal control over financial reporting as of December 31, 2017, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Gallagher maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
As indicated in the accompanying management’s Report on Internal Control Over Financial Reporting, management’s assessment
of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of 15 of the
39 entities acquired in 2017, which are included in the 2017 consolidated financial statements of Gallagher and constituted
approximately 0.2% of total assets as of December 31, 2017 and approximately 0.3% of total revenues and approximately 0.4%
of net earnings for the year then ended. Our audit of internal control over financial reporting of Gallagher also did not include an
evaluation of the internal control over financial reporting of these acquired entities.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheet as of December 31, 2017 and 2016, and the related consolidated statements of earnings,
comprehensive earnings, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017,
and the related notes and the financial statement schedule listed in the Index at Item 15(2)(a) (collectively referred to as the
“financial statements”) of Gallagher and our report dated February 9, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
Gallagher’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying management’s Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on Gallagher’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to Gallagher in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Ernst & Young LLP
Chicago, Illinois
February 9, 2018
110
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There were no changes in or disagreements with our accountants on matters related to accounting and financial disclosure.
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.
We carried out an evaluation required by the Exchange Act, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of the end of the period covered by this report. Based on this
evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures
were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit
under the 1934 Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and
forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including
our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Design and Evaluation of Internal Control Over Financial Reporting.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified
above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and
fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only
reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the
Company have been detected. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of management’s
assessment of the design and effectiveness of our internal controls as part of this annual report for the fiscal year ended
December 31, 2017. Our independent registered public accounting firm also attested to, and reported on, the effectiveness of
internal control over financial reporting. Management’s report and the independent registered public accounting firm’s attestation
report are included in Item 8, “Financial Statements and Supplementary Data,” under the captions entitled “Management’s Report
on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting.”
Changes in Internal Control Over Financial Reporting.
During the most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Note 2 to our 2017 consolidated financial statements included in this report contains information regarding the potential impact a
new revenue recognition accounting standard could have on our future financial presentation. This new standard will be effective
for us in first quarter 2018. Accordingly, we are implementing new accounting systems and processes and new internal controls
over financial reporting. We do not believe that any of these changes have materially affected, nor are they reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B. Other Information.
On February 7, 2018, pursuant to previously announced management succession plans, James W. Durkin, Chairman of Employee
Benefit Consulting and Brokerage, and James S. Gault, Chairman of Global Property/Casualty Brokerage, resigned as executive
officers of the company. Mr. Durkin and Mr. Gault both remain employed by the company in non-executive roles.
Item 10. Directors, Executive Officers and Corporate Governance.
Part III
Our 2018 Proxy Statement will include the information required by this item under the headings “Election of Directors,”
“Security Ownership by Certain Beneficial Owners and Management - Section 16 (a) Beneficial Ownership Reporting
Compliance,” “Other Board Matters,” and “Board Committees,” which we incorporate herein by reference.
Item 11. Executive Compensation.
Our 2018 Proxy Statement will include the information required by this item under the headings “Compensation Committee
Report” and “Compensation Discussion and Analysis,” which we incorporate herein by reference.
111
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Our 2018 Proxy Statement will include the information required by this item under the headings “Security Ownership by Certain
Beneficial Owners and Management” and “Equity Compensation Plan Information,” which we incorporate herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Our 2018 Proxy Statement will include the information required by this item under the headings “Certain Relationships and
Related Transactions” and “Other Board Matters,” which we incorporate herein by reference.
Item 14. Principal Accountant Fees and Services.
Our 2018 Proxy Statement will include the information required by this item under the heading “Ratification of Appointment of
Independent Auditor - Principal Accountant Fees and Services,” which we incorporate herein by reference.
Part IV
Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed as a part of this report:
1. Consolidated Financial Statements:
(a) Consolidated Statement of Earnings for each of the three years in the period ended December 31, 2017.
(b) Consolidated Balance Sheet as of December 31, 2017 and 2016.
(c) Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2017.
(d) Consolidated Statement of Stockholders’ Equity for each of the three years in the period ended December 31,
2017.
(e) Notes to Consolidated Financial Statements.
(f) Report of Independent Registered Public Accounting Firm on Financial Statements.
(g) Management’s Report on Internal Control Over Financial Reporting.
(h) Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.
2. Consolidated Financial Statement Schedules required to be filed by Item 8 of this Form:
(a) Schedule II - Valuation and Qualifying Accounts.
All other schedules are omitted because they are not applicable, or not required, or because the required information is
included in our consolidated financial statements or the notes thereto.
3. Exhibits:
2.1
2.2
2.3
Agreement and Plan of Reorganization, dated as of August 12, 2013, by and among Arthur J. Gallagher &
Co., Bollinger Holdings, Inc., Bollinger, Inc., JPGAC, LLC, Evercore Capital Partners II L.P., Evercore
Partners Inc. and Management Group, LLC (incorporated by reference to the same exhibit number to the
post-effective amendment No. 2 to our Form S-4 Registration Statement dated September 6, 2013, File No.
333-188651).
Share Purchase Agreement, dated September 4, 2013, between Gallagher, Giles and the Seller
(incorporated by reference to Exhibit 2.1 to our Form 8-K Current Report dated September 6, 2013, File
No. 1 09761).
Share Purchase Agreement, dated April 1, 2014, between Arthur J. Gallagher & Co., Oval Limited, Oval
EBT Trustees Limited and certain institutional sellers, individual sellers and option holders (incorporated
112
2.4
2.5
3.1
3.2
4.1
*10.11
*10.12
*10.14.1
*10.14.2
*10.15
*10.16
by reference to Exhibit 2.1 to our Form 10-Q Quarterly Report for the quarterly period ended March 31,
2014, File No. 1-09761).
Share Sale Agreement, amended and restated as of June 15, 2014, by and among Arthur J. Gallagher &
Co., Wesfarmers Insurance Investments Pty Ltd, OAMPS Ltd, Wesfarmers Limited and Pastel Purchaser
Party Limited (incorporated by reference to Exhibit 2.1 to our Form 8-K Current Report dated June 16,
2014, File No. 1 09761).
Share Purchase Agreement, dated as of May 19, 2014, by and among Arthur J. Gallagher & Co., Roins
Financial Services Limited and Noraxis Capital Corporation (incorporated by reference to Exhibit 2.1 to
our Form 8-K Current Report dated May 19, 2014, File No. 1-09761).
Amended and Restated Certificate of Incorporation of Arthur J. Gallagher & Co. (incorporated by
reference to the same exhibit number to our Form 10-Q Quarterly Report for the quarterly period ended
June 30, 2008, File No. 1-09761).
Amended and Restated By-Laws of Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 3.1 to
our Form 8-K Current Report dated October 23, 2015, File No. 1-09761).
Multicurrency Credit Agreement, dated as of September 19, 2013, among Arthur J. Gallagher & Co., the
other borrowers party thereto, the lenders party thereto, Bank of Montreal, as administrative agent, BMO
Capital Markets, as joint lead arranger and joint book runner, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citibank N.A., Barclays Bank PLC, and J.P. Morgan Securities LLC, as joint lead arrangers,
joint book runners and co-syndication agents and U.S. Bank National Association, as documentation agent
(incorporated by reference to the same exhibit number to our Form 8-K Current Report dated
September 19, 2013, File No. 1-09761).
Form of Indemnity Agreement between Arthur J. Gallagher & Co. and each of our directors and corporate
officers (incorporated by reference to the same exhibit number to our Form 10-Q Quarterly Report for the
quarterly period ended March 31, 2009, File No. 1-09761).
Arthur J. Gallagher & Co. Deferral Plan for Nonemployee Directors (amended and restated as of January 1,
2011) (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2010,
File No. 1-09761).
Form of Change in Control Agreement between Arthur J. Gallagher & Co. and those Executive Officers
hired prior to January 1, 2008 (incorporated by reference to the same exhibit number to our Form 10-K
Annual Report for 2011, File No. 1-09761).
Form of Change in Control Agreement between Arthur J. Gallagher & Co. and those Executive Officers
hired after January 1, 2008 (incorporated by reference to the same exhibit number to our Form 10-K
Annual Report for 2011, File No. 1-09761).
The Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan, as amended and restated effective
January 1, 2015 (incorporated by reference to the same exhibit number to our Form 10-K Annual Report
for 2014, File No. 1-09761).
Arthur J. Gallagher & Co. Deferred Equity Participation Plan amended and restated as of January 18, 2017
(incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2016, File
No. 1-09761).
*10.16.1
Form of Deferred Equity Participation Plan Award Agreement (incorporated by reference to the same
exhibit number to our Form 10-K Annual Report for 2014, File No. 1-09761).
*10.17
*10.17.1
*10.18
Arthur J. Gallagher & Co. Severance Plan (effective September 15, 1997, as amended and restated
effective January 1, 2010) (incorporated by reference to the same exhibit number to our Form 10-K Annual
Report for 2008, File No. 1-09761).
First Amendment to the Arthur J. Gallagher & Co. Severance Plan (effective September 15, 1997, as
amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.1 to our Form 10-
Q Quarterly Report for the quarterly period ended June 30, 2010, File No. 1-09761).
Arthur J. Gallagher & Co. Deferred Cash Participation Plan, amended and restated as of March 11, 2015
(incorporated by reference to the same exhibit number to our Form 10-Q Quarterly Report for the quarterly
period ended March 31, 2015, File No. 1-09761).
113
*10.26
*10.27
*10.28
*10.29
10.38
10.40
Conformed copy of the Arthur J. Gallagher & Co. 1988 Incentive Stock Option Plan, through Amendment
No. 1 as of January 19, 2005 (incorporated by reference to the same exhibit number to our Form 10-K
Annual Report for 2009, File No. 1-09761).
Conformed copy of the Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option Plan, through
Amendment No. 6 as of January 19, 2005 (incorporated by reference to the same exhibit number to our
Form 10-K Annual Report for 2009, File No. 1-09761).
Conformed copy of the Arthur J. Gallagher & Co. 1989 Non-Employee Directors’ Stock Option Plan,
through Amendment No. 6 as of May 17, 2005 (incorporated by reference to the same exhibit number to
our Form 10-K Annual Report for 2009, File No. 1-09761).
Arthur J. Gallagher & Co. Restricted Stock Plan (incorporated by reference to Exhibit 4.6 to our Form S-8
Registration Statement, File No. 333-106539).
Operating Agreement of Chem-Mod LLC dated as of June 23, 2004, by and among NOx II, Ltd., an Ohio
limited liability company, AJG Coal, Inc., a Delaware corporation, and IQ Clean Coal LLC, a Delaware
limited liability company (incorporated by reference to the same exhibit number to our Form 10-K Annual
Report for 2005, File No. 1-09761).
Operating Agreement of Chem-Mod International LLC dated as of July 8, 2005, between NOx II
International, Ltd., an Ohio limited liability company and AJG Coal, Inc., a Delaware corporation, together
with Amendment No. 1 dated August 2, 2005 (incorporated by reference to the same exhibit number to our
Form 10-K Annual Report for 2005, File No. 1-09761).
*10.42
Arthur J. Gallagher & Co. 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to our
Form S-8 Registration Statement, File No. 333-159150).
*10.42.1
Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to
the same exhibit number to our Form 10-K Annual Report for 2010, File No. 1-09761).
*10.42.2
Form of Long-Term Incentive Plan Stock Option Award Agreement (incorporated by reference to the same
exhibit number to our Form 10-K Annual Report for 2010, File No. 1-09761).
*10.42.3
Form of Long-Term Incentive Plan Stock Appreciation Rights Award Agreement (incorporated by
reference to the same exhibit number to our Form 10-K Annual Report for 2010, File No. 1-09761).
*10.42.4
*10.42.5
*10.43
*10.43.1
*10.43.2
*10.44
*10.45
10.46
Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for executive officers over the
age of 55 (incorporated by reference to the same exhibit number to our Form 10 Q Quarterly Report for the
quarterly period ended March 31, 2013, File No. 1-09761).
Form of Long-Term Incentive Plan Stock Option Award Agreement for executive officers over the age of
55 (incorporated by reference to the same exhibit number to our Form 10 Q Quarterly Report for the
quarterly period ended March 31, 2013, File No. 1-09761),
Arthur J. Gallagher & Co. Performance Unit Program (incorporated by reference to the same exhibit
number to our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2007, File No. 1-
09761).
Form of Performance Unit Grant Agreement under the Performance Unit Program (incorporated by
reference to Exhibit 10.45.1 to our Form 10-Q Quarterly Report for the quarterly period ended March 31,
2014, File No. 1-09761).
Form of Performance Unit Grant Agreement under the Performance Unit Program for executive officers
over the age of 55 (incorporated by reference to the same exhibit number to our Form 10 Q Quarterly
Report for the quarterly period ended March 31, 2013, File No. 1-09761).
Senior Management Incentive Plan (incorporated by reference to Exhibit 10.44 to our Form 10-Q Quarterly
Report for the quarterly period ended June 30, 2015, File No. 1-09761).
Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to
our Form S-8 Registration Statement, File No. 333-174497).
Share Purchase Agreement, dated May 12, 2011, between Gallagher Holdings Two (UK) Limited, HLG
Holdings Limited and the Shareholders of HLG Holdings Limited named therein (incorporated by
reference to Exhibit 2.1 to our Form 8-K Current Report dated May 17, 2011, File No. 1-09761).
114
*10.47
*10.48
21.1
23.1
24.1
31.1
31.2
32.1
32.2
Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.46 to
our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2014, File No. 1-09761).
Arthur J. Gallagher & Co. 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to our
Form S-8 Registration Statement, File No. 333-221274).
Subsidiaries of Arthur J. Gallagher & Co., including state or other jurisdiction of incorporation or
organization and the names under which each does business.
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
Power of Attorney.
Rule 13a-14(a) Certification of Chief Executive Officer.
Rule 13a-14(a) Certification of Chief Financial Officer.
Section 1350 Certification of Chief Executive Officer.
Section 1350 Certification of Chief Financial Officer.
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
All other exhibits are omitted because they are not applicable, or not required, or because the required information is
included in our consolidated financial statements or the notes thereto. The registrant agrees to furnish to the Securities
and Exchange Commission upon request a copy of any long-term debt instruments that have been omitted pursuant to
Item 601(b)(4)(iii)(A) of Regulation S-K.
---------------
* Such exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this
form pursuant to item 601 of Regulation S-K.
Item 16. Form 10-K Summary.
Not applicable.
115
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 9th day of February, 2018.
ARTHUR J. GALLAGHER & CO.
/S/ J. PATRICK GALLAGHER, JR.
By
J. Patrick Gallagher, Jr.
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 9th day of
February, 2018 by the following persons on behalf of the Registrant in the capacities indicated.
Name
Title
/S/ J. PATRICK GALLAGHER, JR.
Chairman, President and Director (Principal Executive Officer)
J. Patrick Gallagher, Jr.
/S/ DOUGLAS K. HOWELL
Douglas K. Howell
/S/ RICHARD C. CARY
Richard C. Cary
*SHERRY S. BARRAT
Sherry S. Barrat
*WILLIAM L. BAX
William L. Bax
* D. JOHN COLDMAN
D. John Coldman
* FRANK E. ENGLISH, JR.
Frank E. English, Jr.
*ELBERT O. HAND
Elbert O. Hand
*DAVID S. JOHNSON
David S. Johnson
*KAY W. MC CURDY
Kay W. Mc Curdy
* RALPH J. NICOLETTI
Ralph J. Nicoletti
*NORMAN L. ROSENTHAL
Norman L. Rosenthal
/S/ WALTER D. BAY
*By:
Walter D. Bay, Attorney-in-Fact
Vice President and Chief Financial Officer (Principal Financial Officer)
Controller (Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
116
Schedule II
Arthur J. Gallagher & Co.
Valuation and Qualifying Accounts
Year ended December 31, 2017
Allowance for doubtful accounts
Allowance for estimated policy cancellations
Valuation allowance for deferred tax assets
Accumulated amortization of expiration
Balance
at
Beginning
of Year
Amounts
Recorded
in
Earnings
Adjustments
Balance
at
End
of Year
(In millions)
$
12.8
7.1
66.8
$
5.4
2.1
12.3
$
(4.7)
(1.8)
-
(1)
(2)
$
13.5
7.4
79.1
lists, noncompete agreements and trade names
1,203.6
264.7
22.4
(3)
1,490.7
Year ended December 31, 2016
Allowance for doubtful accounts
Allowance for estimated policy cancellations
Valuation allowance for deferred tax assets
Accumulated amortization of expiration
$
13.3
7.4
52.8
$
4.9
0.2
14.0
$
(5.4)
(0.5)
-
(1)
(2)
$
12.8
7.1
66.8
lists, noncompete agreements and trade names
983.9
247.2
(27.5)
(3)
1,203.6
Year ended December 31, 2015
Allowance for doubtful accounts
Allowance for estimated policy cancellations
Valuation allowance for deferred tax assets
Accumulated amortization of expiration
$
10.7
6.8
73.7
$
5.7
3.6
(20.9)
$
(3.1)
(3.0)
-
(1)
(2)
$
13.3
7.4
52.8
lists, noncompete agreements and trade names
758.8
240.3
(15.2)
(3)
983.9
(1) Net activity of bad debt write offs and recoveries and acquired businesses.
(2) Additions to allowance related to acquired businesses.
(3) Elimination of fully amortized expiration lists, non-compete agreements and trade names, intangible asset/amortization
reclassifications and disposal of acquired businesses.
117
Rule 13a-14(a) Certification of Chief Executive Officer
Exhibit 31.1
Certification
I, J. Patrick Gallagher, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Arthur J. Gallagher & Co.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a.) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b.) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c.) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d.) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
(a.) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b.) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 9, 2018
/s/ J. Patrick Gallagher, Jr.
J. Patrick Gallagher, Jr.
Chairman, President and Chief Executive
Officer
(principal executive officer)
Rule 13a-14(a) Certification of Chief Financial Officer
Exhibit 31.2
Certification
I, Douglas K. Howell, certify that:
1. I have reviewed this annual report on Form 10-K of Arthur J. Gallagher & Co.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a.) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b.) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c.) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d.) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board
of directors (or persons performing the equivalent functions):
(a.) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b.) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 9, 2018
/s/ Douglas K. Howell
Douglas K. Howell
Vice President
Chief Financial Officer
(principal financial officer)
Section 1350 Certification of Chief Executive Officer
Exhibit 32.1
I, J. Patrick Gallagher, Jr., the chief executive officer of Arthur J. Gallagher & Co., certify that (i) the
Annual Report on Form 10-K of Arthur J. Gallagher & Co. for the twelve month period ended December 31,
2017 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in the Form 10-K fairly presents, in all material respects,
the financial condition and results of operations of Arthur J. Gallagher & Co. and its subsidiaries.
Date: February 9, 2018
/s/ J. Patrick Gallagher, Jr.
J. Patrick Gallagher, Jr.
Chairman, President and Chief Executive
Officer
(principal executive officer)
Section 1350 Certification of Chief Financial Officer
Exhibit 32.2
I, Douglas K. Howell, the chief financial officer of Arthur J. Gallagher & Co., certify that (i) the Annual
Report on Form 10-K of Arthur J. Gallagher & Co. for the twelve month period ended December 31, 2017 (the
“Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and (ii) the information contained in the Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of Arthur J. Gallagher & Co. and its subsidiaries.
Date: February 9, 2018
/s/ Douglas K. Howell
Douglas K. Howell
Vice President
Chief Financial Officer
(principal financial officer)
BOARD OF DIRECTORS
J. PATRICK GALLAGHER, JR.
Chairman of the Board,
President and Chief Executive Offi cer
SHERRY S. BARRAT 2,3
Former Vice Chairman
Northern Trust Corporation
WILLIAM L. BAX 1
Former Managing Partner of
PricewaterhouseCoopers’ Chicago offi ce
D. JOHN COLDMAN 2
Former Chairman of The Benfi eld Group
FRANK E. ENGLISH, JR.1
Former Managing Director and Vice Chairman of
Investment Banking, Morgan Stanley & Co.
ELBERT O. HAND 2,3
Former Chairman of the Board and Chief Executive Offi cer
Hartmarx Corporation
DAVID S. JOHNSON 2,3
Lead Director, Arthur J. Gallagher & Co.
Chief Executive Offi cer of North America, Aryzta AG
KAY W. MCCURDY 2,3
Retired Partner, Locke Lord LLP
RALPH J. NICOLETTI 1
Executive Vice President and Chief Financial Offi cer
Newell Brands, Inc.
NORMAN L. ROSENTHAL, PH.D.1
President, Norman L. Rosenthal & Associates, Inc.
1 Member of the Audit Committee
2 Member of the Compensation Committee
3 Member of the Nominating/Governance Committee
EXECUTIVE MANAGEMENT COMMITTEE
WALTER D. BAY
General Counsel and Secretary
SCOTT R. HUDSON
Corporate VP and CEO – Risk Management
JOEL D. CAVANESS
Corporate VP and President – U.S. Wholesale Brokerage
CHRISTOPHER E. MEAD
Chief Marketing Offi cer
THOMAS J. GALLAGHER
Corporate VP and CEO – Global Property/Casualty Brokerage
SUSAN E. PIETRUCHA
Chief Human Resources Offi cer
DOUGLAS K. HOWELL
Chief Financial Offi cer
WILLIAM F. ZIEBELL
Corporate VP and CEO – Employee Benefi t
Consulting and Brokerage
Arthur J. Gallagher & Co. has been recognized as one of the World’s
Most Ethical Companies® in 2012, 2013, 2014, 2015, 2016, 2017 and 2018.
World’s Most Ethical Companies” and “Ethisphere” names and marks
are registered trademarks of Ethisphere LLC.
STOCKHOLDER INFORMATION
ANNUAL MEETING
STOCKHOLDER INQUIRIES
Arthur J. Gallagher & Co.’s 2018 Annual Meeting of
Stockholders will be held on Tuesday, May 15, 2018,
at 9:00 a.m. (local time) at 2850 Golf Road, Rolling
Meadows, IL 60008.
Communications regarding direct stock purchases,
dividends, lost stock certifi cates, direct deposit of
dividends, dividend reinvestment and changes of
address should be directed to:
REGISTRAR AND TRANSFER AGENT
Computershare Investor Services
211 Quality Circle, Suite 210
College Station, TX 77845
312.360.5386
computershare.com/investor
AUDITORS
Ernst & Young LLP
Computershare Investor Services
P.O. Box 30170
College Station, TX 77842-3170
312.360.5386
computershare.com/investor
Online Inquiries:
www-us.computershare.com/investor/contact
COMPARATIVE PERFORMANCE GRAPH
The following graph demonstrates a fi ve-year comparison of cumulative total returns for our company, the S&P 500
and a Peer Group consisting of Arthur J. Gallagher & Co.; Aon plc; Marsh & McLennan Companies, Inc.; Willis
Towers Watson PLC; and Brown & Brown, Inc. The chart shows the performance of $100 invested in our company,
the S&P 500 and the Peer Group on December 31, 2012, with dividend reinvestment.
Comparison of 5-Year Cumulative Total Return
Assumes Initial Investment of $100
December 2017
$250
200
150
100
50
2012
2013
2014
2015
2016
2017
Arthur J. Gallagher & Co.
Peer Group
S&P 500 Index – Total Returns
ARTHUR J. GALLAGHER & CO. 2017 ANNUAL REPORT
GLOBAL CLIENT CAPABILITIES
ALBANIA
ANGOLA
ANGUILLA
ANTIGUA
ARGENTINA
ARUBA
AUSTRALIA
AUSTRIA
AZERBAIJAN
BAHAMAS
BAHRAIN
BARBADOS
BELGIUM
BENIN
BERMUDA
BOLIVIA
BONAIRE, NETHERLAND
ANTILLES
BOSNIA
BRAZIL
BRITISH VIRGIN ISLANDS
BULGARIA
BURKINA FASO
CAMEROON
CANADA
CAYMAN ISLANDS
CENTRAL AFRICA
CHAD
CHANNEL ISLANDS
CHILE
CHINA
COLOMBIA
CONGO
CONGO, DEMOCRATIC
REPUBLIC OF
COSTA RICA
CROATIA
CURACAO, NETHERLANDS
ANTILLES
CZECH REPUBLIC
DENMARK
DOMINICA
DOMINICAN REPUBLIC
ECUADOR
EGYPT
EQUATORIAL GUINEA
ESTONIA
ETHIOPIA
FIJI
FINLAND
FRANCE
GABON
GEORGIA
GERMANY
GHANA
GREECE
GRENADA
GRENADINES, THE
GUAM
GUATEMALA
GUERNSEY
GUINEE CONAKRY
HONG KONG
HUNGARY
ICELAND
INDIA
INDONESIA
IRAQ
IRELAND
ISLE OF MAN
ISRAEL
ITALY
IVORY COAST
JAMAICA
JAPAN
JERSEY
JORDAN
KAZAKHSTAN
KENYA
KUWAIT
LATVIA
LEBANON
LITHUANIA
LUXEMBOURG
MACAU
MADAGASCAR
MALAYSIA
MALDIVES
MALI
MALTA
MAURITANIA
MAURITIUS
MEXICO
MONACO
MOROCCO
MYANMAR (BURMA)
NETHERLANDS
NEVIS
NEW ZEALAND
NIGER
NIGERIA
NORWAY
OMAN
PAKISTAN
PANAMA
PAPUA NEW GUINEA
PARAGUAY
PERU
PHILIPPINES
POLAND
PORTUGAL
PUERTO RICO
QATAR
ROMANIA
RUSSIA
RWANDA
SWITZERLAND
TAIWAN
TANZANIA
THAILAND
TOGO
TRINIDAD AND TOBAGO
TUNISIA
TURKEY
SABA, NETHERLANDS ANTILLES
TURKS AND CAICOS ISLANDS
SAINT EUSTATIUS,
NETHERLANDS ANTILLES
UGANDA
UKRAINE
SAINT KITTS
SAINT LUCIA
SAINT MAARTEN,
NETHERLANDS ANTILLES
SAINT VINCENT
SAUDI ARABIA
SCOTLAND
SENEGAL
SERBIA & MONTENEGRO
UNITED ARAB EMIRATES
UNITED KINGDOM
UNITED STATES
URUGUAY
VENEZUELA
VIETNAM
VIRGIN ISLANDS (US)
ZAMBIA
SINGAPORE
SLOVAKIA
SLOVENIA
SOUTH AFRICA
SOUTH KOREA
SPAIN
SRI LANKA
SWEDEN
The Gallagher Way
Since 1927
Global Headquarters
2850 Golf Road
Rolling Meadows, IL 60008-4050
630.773.3800
www.ajg.com
© 2018 Arthur J. Gallagher & Co.