Arthur J. Gallagher & Co. Announces Fourth Quarter and Full Year 2023 Financial Results
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Insights
The reported financial results from Arthur J. Gallagher & Co. present a complex picture with various adjustments influencing the final figures. A notable aspect is the 20% growth in revenue for the core brokerage and risk management segments, with an 8.1% organic revenue growth, which is a strong indicator of the company's underlying performance. This growth, particularly in the organic segment, suggests a robust business model capable of expanding its market share without relying solely on acquisitions.
Furthermore, the company completed 14 new mergers within the quarter, indicating an aggressive expansion strategy. The estimated annualized revenues of $410 million from these mergers can significantly impact future earnings. However, investors should be mindful of the integration costs and potential dilution of earnings in the short term as the company works to integrate these new assets.
The mention of global primary P/C renewal premium increases around 8.5% reflects a favorable pricing environment in the insurance industry, likely contributing positively to the company's underwriting profitability. This, coupled with the positive mid-year policy endorsements and audits, suggests a healthy demand for insurance products and a potential increase in future revenue streams.
Arthur J. Gallagher & Co.'s performance must be contextualized within the broader insurance brokerage industry, which has been experiencing consolidation and a push for increased scale. The company's strategy of completing multiple mergers aligns with industry trends where scale can lead to enhanced bargaining power with underwriters and a broader service offering. The reported global primary P/C renewal premium increases are indicative of an industry-wide trend of rate hardening, which is beneficial for brokers as it can lead to higher commission income.
Additionally, the strength in the U.S. labor market, as highlighted by the company's CEO, has a direct correlation with the demand for insurance products. A growing workforce increases the need for various insurance coverages, thereby potentially boosting the company's revenue from premiums. This macroeconomic indicator should be considered when evaluating the company's future growth prospects.
The financial results of Arthur J. Gallagher & Co. reflect broader economic trends, such as the strength of the U.S. labor market. The low unemployment rate and high job openings to unemployment ratio suggest a strong economy, which typically correlates with increased business and consumer confidence. This economic backdrop can lead to more robust business activities and, consequently, a higher demand for insurance and risk management services.
However, investors should also be aware of the potential impact of macroeconomic shifts, such as changes in interest rates or economic downturns, on the company's growth trajectory. While the current environment appears favorable, economic conditions can change rapidly, affecting client retention and the ability to maintain premium growth rates.
Summary of Financial Results - Fourth Quarter | ||||||||||||||
Revenues Before | Diluted Net Earnings | |||||||||||||
Reimbursements | Net Earnings (Loss) | EBITDAC | (Loss) Per Share | |||||||||||
Segment | 4th Q 23 | 4th Q 22 | 4th Q 23 | 4th Q 22 | 4th Q 23 | 4th Q 22 | 4th Q 23 | 4th Q 22 | ||||||
(in millions) | (in millions) | (in millions) | ||||||||||||
Brokerage, as reported | $ 2,051.5 | $ 24.8 | $ 143.3 | $ 539.9 | $ 0.11 | $ 0.66 | ||||||||
Net gains on divestitures | (4.0) | (9.2) | (3.0) | (7.0) | (4.0) | (9.2) | (0.02) | (0.03) | ||||||
Acquisition integration | - | - | 50.6 | 34.7 | 67.3 | 45.6 | 0.23 | 0.16 | ||||||
Workforce and lease termination | - | - | 7.1 | 21.1 | 9.3 | 27.8 | 0.03 | 0.10 | ||||||
Acquisition related adjustments | - | - | 258.2 | 83.2 | 34.4 | 9.1 | 1.17 | 0.39 | ||||||
Amortization of intangible assets | - | - | 107.4 | 88.2 | - | - | 0.49 | 0.40 | ||||||
Effective income tax rate impact | - | - | - | (7.0) | - | - | - | (0.03) | ||||||
Levelized foreign currency | ||||||||||||||
translation | - | 16.9 | - | 0.8 | - | 1.7 | - | - | ||||||
Brokerage, as adjusted * | 2,047.5 | 1,712.0 | 445.1 | 357.3 | 646.9 | 532.6 | 2.01 | 1.65 | ||||||
Risk Management, as reported | 340.4 | 290.6 | 42.3 | 36.4 | 70.2 | 53.8 | 0.19 | 0.17 | ||||||
Net gains on divestitures | (0.1) | (0.9) | (0.1) | (0.6) | (0.1) | (0.9) | - | - | ||||||
Acquisition integration | - | - | 0.2 | - | 0.2 | - | - | - | ||||||
Workforce and lease termination | - | - | 0.8 | 2.0 | 1.0 | 2.8 | - | 0.01 | ||||||
Acquisition related adjustments | - | - | 0.1 | (4.6) | 0.2 | 0.1 | - | (0.02) | ||||||
Amortization of intangible assets | - | - | 2.3 | 1.1 | - | - | 0.02 | - | ||||||
Levelized foreign currency | ||||||||||||||
translation | - | 0.6 | - | 0.3 | - | 0.3 | - | - | ||||||
Risk Management, as adjusted * | 340.3 | 290.3 | 45.6 | 34.6 | 71.5 | 56.1 | 0.21 | 0.16 | ||||||
Corporate, as reported | 1.2 | 0.3 | (106.7) | (44.2) | (95.8) | (59.3) | (0.45) | (0.20) | ||||||
Corporate related adjustments | - | - | 24.4 | (26.1) | 46.4 | 0.7 | 0.08 | (0.12) | ||||||
Corporate, as adjusted * | 1.2 | 0.3 | (82.3) | (70.3) | (49.4) | (58.6) | (0.37) | (0.32) | ||||||
Total Company, as reported | $ 2,393.1 | $ (39.6) | $ 135.5 | $ 514.3 | $ (0.15) | $ 0.63 | ||||||||
Total Company, as adjusted * | $ 2,389.0 | $ 408.4 | $ 321.6 | $ 669.0 | $ 1.85 | $ 1.49 | ||||||||
Total Brokerage & Risk | ||||||||||||||
Management, as reported | $ 2,391.9 | $ 67.1 | $ 179.7 | $ 610.1 | $ 0.30 | $ 0.83 | ||||||||
Total Brokerage & Risk | ||||||||||||||
Management, as adjusted * | $ 2,387.8 | $ 490.7 | $ 391.9 | $ 718.4 | $ 2.22 | $ 1.81 |
* | For fourth quarter 2023, the pretax impact of the Brokerage segment adjustments totals |
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"We had a strong fourth quarter, to wrap up another fantastic year!" said J. Patrick Gallagher, Jr., Chairman and CEO. "During the quarter, our core brokerage and risk management segments combined to deliver
"Global primary P/C renewal premium increases were around
"That same strength is also evident in the US labor market, with continued growth in non-farm payrolls, a low unemployment rate and a wide gap between the amount of job openings and the number of people unemployed and looking for work. It's also evident within our risk management segment, Gallagher Bassett, which continues to see claim count growth, new business wins and excellent client retention.
"I would like to thank our 52,000-plus colleagues across the globe for another fantastic year. I am thrilled with our 2023 performance and even more excited about 2024 and beyond!"
Summary of Financial Results - Year Ended December 31, | ||||||||||||||
Revenues Before | Diluted Net Earnings | |||||||||||||
Reimbursements | Net Earnings (Loss) | EBITDAC | (Loss) Per Share | |||||||||||
Segment | Year 23 | Year 22 | Year 23 | Year 22 | Year 23 | Year 22 | Year 23 | Year 22 | ||||||
(in millions) | (in millions) | (in millions) | ||||||||||||
Brokerage, as reported | $ 8,637.2 | $ 7,303.8 | $ 1,169.4 | $ 1,201.8 | $ 2,595.8 | $ 2,239.2 | $ 5.30 | $ 5.58 | ||||||
Net gains on divestitures | (9.6) | (12.1) | (7.2) | (9.5) | (9.6) | (12.1) | (0.03) | (0.05) | ||||||
Acquisition integration | - | - | 184.5 | 132.7 | 243.7 | 167.9 | 0.84 | 0.62 | ||||||
Workforce and lease termination | - | - | 48.0 | 40.2 | 63.4 | 48.9 | 0.22 | 0.19 | ||||||
Acquisition related adjustments | - | - | 278.8 | 56.0 | 69.3 | 46.8 | 1.27 | 0.26 | ||||||
Amortization of intangible assets | - | - | 392.3 | 342.3 | - | - | 1.79 | 1.59 | ||||||
Effective income tax rate impact | - | - | - | (26.0) | - | - | - | (0.13) | ||||||
Levelized foreign currency | ||||||||||||||
translation | - | (25.1) | - | (13.8) | - | (18.2) | - | (0.06) | ||||||
Brokerage, as adjusted * | 8,627.6 | 7,266.6 | 2,065.8 | 1,723.7 | 2,962.6 | 2,472.5 | 9.39 | 8.00 | ||||||
Risk Management, as reported | 1,287.6 | 1,092.6 | 154.0 | 115.8 | 253.4 | 193.8 | 0.70 | 0.54 | ||||||
Net gains on divestitures | (0.4) | (0.9) | (0.3) | (0.6) | (0.4) | (0.9) | - | - | ||||||
Acquisition integration | - | - | 0.7 | 1.4 | 1.0 | 1.8 | - | 0.01 | ||||||
Workforce and lease termination | - | - | 2.5 | 4.8 | 3.4 | 6.4 | 0.01 | 0.02 | ||||||
Acquisition related adjustments | - | - | 0.4 | (5.8) | 0.5 | 0.4 | - | (0.03) | ||||||
Amortization of intangible assets | - | - | 5.6 | 4.6 | - | - | 0.03 | 0.02 | ||||||
Levelized foreign currency | ||||||||||||||
translation | - | (4.9) | - | (0.7) | - | (0.9) | - | - | ||||||
Risk Management, as adjusted * | 1,287.2 | 1,086.8 | 162.9 | 119.5 | 257.9 | 200.6 | 0.74 | 0.56 | ||||||
Corporate, as reported | 1.7 | 23.7 | (357.4) | (201.6) | (293.6) | (166.5) | (1.58) | (0.93) | ||||||
Corporate related adjustments | - | - | 54.8 | (19.5) | 82.6 | 28.4 | 0.21 | (0.09) | ||||||
Corporate, as adjusted * | 1.7 | 23.7 | (302.6) | (221.1) | (211.0) | (138.1) | (1.37) | (1.02) | ||||||
Total Company, as reported | $ 9,926.5 | $ 8,420.1 | $ 966.0 | $ 1,116.0 | $ 2,555.6 | $ 2,266.5 | $ 4.42 | $ 5.19 | ||||||
Total Company, as adjusted * | $ 9,916.5 | $ 8,377.1 | $ 1,926.2 | $ 1,622.1 | $ 3,009.5 | $ 2,535.0 | $ 8.76 | $ 7.54 | ||||||
Total Brokerage & Risk | ||||||||||||||
Management, as reported | $ 9,924.8 | $ 8,396.4 | $ 1,323.4 | $ 1,317.6 | $ 2,849.2 | $ 2,433.0 | $ 6.00 | $ 6.12 | ||||||
Total Brokerage & Risk | ||||||||||||||
Management, as adjusted * | $ 9,914.8 | $ 8,353.4 | $ 2,228.7 | $ 1,843.2 | $ 3,220.5 | $ 2,673.1 | $ 10.13 | $ 8.56 |
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* | For the year ended December 31, 2023, the pretax impact of the Brokerage segment adjustments totals |
Brokerage Segment Reported GAAP to Adjusted Non-GAAP Reconciliations (dollars in millions): | ||||||||||
Organic Revenues (Non-GAAP) | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Base Commissions and Fees | ||||||||||
Commissions and fees, as reported | $ 1,796.8 | $ 1,518.2 | $ 7,750.0 | $ 6,664.3 | ||||||
Less commissions and fees from acquisitions | (175.1) | - | (531.8) | - | ||||||
Less divested operations | - | (10.5) | - | (10.5) | ||||||
Levelized foreign currency translation | - | 15.1 | - | (21.8) | ||||||
Organic base commissions and fees | $ 1,621.7 | $ 1,522.8 | $ 7,218.2 | $ 6,632.0 | ||||||
Organic change in base commissions and fees | 6.5 % | 8.8 % | ||||||||
Supplemental Revenues | ||||||||||
Supplemental revenues, as reported | $ 90.6 | $ 80.0 | $ 314.2 | $ 284.7 | ||||||
Less supplemental revenues from acquisitions | (1.8) | - | (4.9) | - | ||||||
Levelized foreign currency translation | - | 0.8 | - | (0.4) | ||||||
Organic supplemental revenues | $ 88.8 | $ 80.8 | $ 309.3 | $ 284.3 | ||||||
Organic change in supplemental revenues | 9.9 % | 8.8 % | ||||||||
Contingent Revenues | ||||||||||
Contingent revenues, as reported | $ 55.4 | $ 40.2 | $ 235.3 | $ 207.3 | ||||||
Less contingent revenues from acquisitions | (3.1) | - | (8.9) | - | ||||||
Levelized foreign currency translation | - | - | - | (1.0) | ||||||
Organic contingent revenues | $ 52.3 | $ 40.2 | $ 226.4 | $ 206.3 | ||||||
Organic change in contingent revenues | 30.1 % | 9.7 % | ||||||||
Total reported commissions, fees, supplemental | ||||||||||
revenues and contingent revenues | $ 1,942.8 | $ 1,638.4 | $ 8,299.5 | $ 7,156.3 | ||||||
Less commissions, fees, supplemental revenues | ||||||||||
and contingent revenues from acquisitions | (180.0) | - | (545.6) | - | ||||||
Less divested operations | - | (10.5) | - | (10.5) | ||||||
Levelized foreign currency translation | - | 15.9 | - | (23.2) | ||||||
Total organic commissions, fees, supplemental | ||||||||||
revenues and contingent revenues | $ 1,762.8 | $ 1,643.8 | $ 7,753.9 | $ 7,122.6 | ||||||
Total organic change | * | 7.2 % | 8.9 % |
* | As previously discussed, during fourth quarter 2022 Gallagher completed its annual review of ASC 606 assumptions resulting in the additional recognition of certain deferred revenues. Leveling for such, and the year over year impact of infrequent large life product sales, fourth quarter 2023 total organic growth for the Brokerage segment would have been |
Acquisition Activity | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Number of acquisitions closed * | 13 | 17 | 50 | 36 | ||||||
Estimated annualized revenues acquired (in millions) | $ 350.7 | $ 141.3 | $ 826.0 | $ 244.0 | ||||||
* | In the fourth quarter of 2023, Gallagher issued 527,000 shares of its common stock directly to sellers in connection with tax-free exchange acquisitions. |
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Brokerage Segment Reported GAAP to Adjusted Non-GAAP Reconciliations (continued) (dollars in millions): | ||||||||||
Compensation Expense and Ratios | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Compensation expense, as reported | $ 1,176.9 | $ 963.3 | $ 4,769.1 | $ 4,024.7 | ||||||
Acquisition integration | (41.4) | (25.9) | (146.6) | (107.4) | ||||||
Workforce and lease termination related charges | (7.7) | (21.0) | (56.0) | (36.9) | ||||||
Acquisition related adjustments | (34.4) | (9.1) | (69.3) | (46.8) | ||||||
Levelized foreign currency translation | - | 11.9 | - | (10.6) | ||||||
Compensation expense, as adjusted | $ 1,093.4 | $ 919.2 | $ 4,497.2 | $ 3,823.0 | ||||||
Reported compensation expense ratios using reported | ||||||||||
revenues on pages 1 and 2 | * | 57.4 % | 56.5 % | 55.2 % | 55.1 % | |||||
Adjusted compensation expense ratios using adjusted | ||||||||||
revenues on pages 1 and 2 | ** | 53.4 % | 53.7 % | 52.1 % | 52.6 % |
* | Reported fourth quarter 2023 compensation ratio was 0.9 pts higher than fourth quarter 2022. This ratio was primarily impacted by higher integration costs and acquisition earnout related adjustments, higher medical plan costs and certain acquisitions closed in 2023 that run a higher compensation ratio, partially offset by the timing of incentive compensation recognized earlier in the year. |
** | Adjusted fourth quarter 2023 compensation ratio was 0.3 pts lower than fourth quarter 2022. This ratio was primarily impacted by timing of incentive compensation, partially offset by higher medical plan costs and certain acquisitions closed in 2023 that run a higher compensation ratio. |
Operating Expense and Ratios | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Operating expense, as reported | $ 334.7 | $ 283.4 | $ 1,272.3 | $ 1,039.9 | ||||||
Acquisition integration | (25.9) | (19.7) | (97.1) | (60.5) | ||||||
Workforce and lease termination related charges | (1.6) | (6.8) | (7.4) | (12.0) | ||||||
Levelized foreign currency translation | - | 3.3 | - | 3.7 | ||||||
Operating expense, as adjusted | $ 307.2 | $ 260.2 | $ 1,167.8 | $ 971.1 | ||||||
Reported operating expense ratios using reported | ||||||||||
revenues on pages 1 and 2 | * | 16.3 % | 16.6 % | 14.7 % | 14.2 % | |||||
Adjusted operating expense ratios using adjusted | ||||||||||
revenues on pages 1 and 2 | ** | 15.0 % | 15.2 % | 13.5 % | 13.4 % | |||||
. |
* | Reported fourth quarter 2023 operating expense ratio was 0.3 pts lower than fourth quarter 2022. This ratio was primarily impacted by savings in real estate expenses related to office consolidations and lower lease termination costs and technology expenses, offset by higher integration costs. |
** | Adjusted fourth quarter 2023 operating expense ratio was 0.2 pts lower than fourth quarter 2022. This ratio was primarily impacted by savings in real estate expenses related to office consolidations and lower technology expenses. |
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Brokerage Segment Reported GAAP to Adjusted Non-GAAP Reconciliations (continued) (dollars in millions): | ||||||||||
Net Earnings to Adjusted EBITDAC (Non-GAAP) | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Net earnings, as reported | $ 24.8 | $ 143.3 | $ 1,169.4 | $ 1,201.8 | ||||||
Provision for income taxes | 10.8 | 53.2 | 401.6 | 394.7 | ||||||
Depreciation | 33.0 | 26.9 | 124.4 | 103.6 | ||||||
Amortization | 142.8 | 115.9 | 523.6 | 448.7 | ||||||
Change in estimated acquisition earnout payables | 328.5 | 118.3 | 376.8 | 90.4 | ||||||
EBITDAC | 539.9 | 457.6 | 2,595.8 | 2,239.2 | ||||||
Net gains losses on divestitures | (4.0) | (9.2) | (9.6) | (12.1) | ||||||
Acquisition integration | 67.3 | 45.6 | 243.7 | 167.9 | ||||||
Workforce and lease termination related charges | 9.3 | 27.8 | 63.4 | 48.9 | ||||||
Acquisition related adjustments | 34.4 | 9.1 | 69.3 | 46.8 | ||||||
Levelized foreign currency translation | - | 1.7 | - | (18.2) | ||||||
EBITDAC, as adjusted | $ 646.9 | $ 532.6 | $ 2,962.6 | $ 2,472.5 | ||||||
Net earnings margin, as reported using reported | ||||||||||
revenues on pages 1 and 2 | 1.2 % | 8.4 % | 13.5 % | 16.5 % | ||||||
EBITDAC margin, as adjusted using adjusted | ||||||||||
revenues on pages 1 and 2 | 31.6 % | 31.1 % | 34.3 % | 34.0 % |
Risk Management Segment Reported GAAP to Adjusted Non-GAAP Reconciliations (dollars in millions): | ||||||||||
Organic Revenues (Non-GAAP) | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Fees | $ 328.7 | $ 286.0 | $ 1,246.1 | $ 1,075.8 | ||||||
International performance bonus fees | 2.9 | 3.2 | 13.6 | 15.0 | ||||||
Fees as reported | 331.6 | 289.2 | 1,259.7 | 1,090.8 | ||||||
Less fees from acquisitions | (4.1) | - | (5.5) | - | ||||||
Less divested operations | - | (0.6) | - | (3.2) | ||||||
Levelized foreign currency translation | - | 0.6 | - | (4.8) | ||||||
Organic fees | $ 327.5 | $ 289.2 | $ 1,254.2 | $ 1,082.8 | ||||||
Organic change in fees | 13.2 % | 15.8 % | ||||||||
Acquisition Activity | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Number of acquisitions closed | 1 | - | 1 | 1 | ||||||
Estimated annualized revenues acquired (in millions) | $ 59.1 | $ - | $ 59.1 | $ 2.5 |
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Risk Management Segment Reported GAAP to Adjusted Non-GAAP Reconciliations (continued) (dollars in millions): | ||||||||||
Compensation Expense and Ratios | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Compensation expense, as reported | $ 207.5 | $ 177.8 | $ 776.8 | $ 664.9 | ||||||
Acquisition integration | (0.2) | - | (1.0) | (0.3) | ||||||
Workforce and lease termination related charges | (0.6) | (2.5) | (2.0) | (4.0) | ||||||
Acquisition related adjustments | (0.2) | (0.1) | (0.5) | (0.4) | ||||||
Levelized foreign currency translation | - | 0.2 | - | (3.3) | ||||||
Compensation expense, as adjusted | $ 206.5 | $ 175.4 | $ 773.3 | $ 656.9 | ||||||
Reported compensation expense ratios using reported | ||||||||||
revenues (before reimbursements) on pages 1 and 2 | * | 61.0 % | 61.2 % | 60.3 % | 60.9 % | |||||
Adjusted compensation expense ratios using adjusted | ||||||||||
revenues (before reimbursements) on pages 1 and 2 | ** | 60.7 % | 60.4 % | 60.1 % | 60.4 % |
* | Reported fourth quarter 2023 compensation ratio was 0.2 pts lower than fourth quarter 2022. This ratio was primarily impacted by savings related to headcount controls and lower workforce related charges, partially offset by increased incentive compensation and higher medical plan costs. |
** | Adjusted fourth quarter 2023 compensation ratio was 0.3 pts higher than fourth quarter 2022. This ratio was primarily impacted by increased incentive compensation and higher medical plan costs, partially offset by savings related to headcount controls. |
Operating Expense and Ratios | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Operating expense, as reported | $ 62.7 | $ 59.0 | $ 257.4 | $ 233.9 | ||||||
Workforce and lease termination related charges | (0.4) | (0.3) | (1.4) | (2.4) | ||||||
Acquisition integration | - | - | - | (1.5) | ||||||
Levelized foreign currency translation | - | 0.1 | - | (0.7) | ||||||
Operating expense, as adjusted | $ 62.3 | $ 58.8 | $ 256.0 | $ 229.3 | ||||||
Reported operating expense ratios using reported | ||||||||||
revenues (before reimbursements) on pages 1 and 2 | * | 18.4 % | 20.3 % | 20.0 % | 21.4 % | |||||
Adjusted operating expense ratios using reported | ||||||||||
revenues (before reimbursements) on pages 1 and 2 | * | 18.3 % | 20.3 % | 19.9 % | 21.1 % |
* | Reported fourth quarter 2023 operating expense ratio was 1.9 pts lower than fourth quarter 2022. Adjusted fourth quarter 2023 operating expense ratio was 2.0 pts lower than fourth quarter 2022. Both ratios were primarily impacted by savings in client-related expenses. |
Net Earnings to Adjusted EBITDAC (Non-GAAP) | 4th Q 2023 | 4th Q 2022 | Year 2023 | Year 2022 | ||||||
Net earnings, as reported | $ 42.3 | $ 36.4 | $ 154.0 | $ 115.8 | ||||||
Provision for income taxes | 15.2 | 13.1 | 55.3 | 41.4 | ||||||
Depreciation | 9.4 | 9.0 | 35.9 | 37.8 | ||||||
Amortization | 3.2 | 1.5 | 7.7 | 6.2 | ||||||
Change in estimated acquisition earnout payables | 0.1 | (6.2) | 0.5 | (7.4) | ||||||
EBITDAC | 70.2 | 53.8 | 253.4 | 193.8 | ||||||
Net gains on divestitures | (0.1) | (0.9) | (0.4) | (0.9) | ||||||
Acquisition integration | 0.2 | - | 1.0 | 1.8 | ||||||
Workforce and lease termination related charges | 1.0 | 2.8 | 3.4 | 6.4 | ||||||
Acquisition related adjustments | 0.2 | 0.1 | 0.5 | 0.4 | ||||||
Levelized foreign currency translation | - | 0.3 | - | (0.9) | ||||||
EBITDAC, as adjusted | $ 71.5 | $ 56.1 | $ 257.9 | $ 200.6 | ||||||
Net earnings margin, as reported using reported | ||||||||||
revenues (before reimbursements) on pages 1 and 2 | 12.4 % | 12.5 % | 12.0 % | 10.6 % | ||||||
EBITDAC margin, as adjusted using adjusted | ||||||||||
revenues (before reimbursements) on pages 1 and 2 | 21.0 % | 19.3 % | 20.0 % | 18.5 % |
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Corporate Segment Reported GAAP Information (dollars in millions): | |||||||||||||
2023 | 2022 | ||||||||||||
Net Earnings | Net Earnings | ||||||||||||
(Loss) | (Loss) | ||||||||||||
Income | Attributable to | Income | Attributable to | ||||||||||
Pretax | Tax | Controlling | Pretax | Tax | Controlling | ||||||||
4th Quarter | Loss | Benefit | Interests | Loss | Benefit | Interests | |||||||
Components of Corporate Segment, as reported | |||||||||||||
Interest and banking costs | $ (79.2) | $ 20.6 | $ (58.6) | $ (64.7) | $ 16.7 | $ (48.0) | |||||||
Clean energy related (1) | (6.7) | 1.7 | (5.0) | (3.8) | 1.1 | (2.7) | |||||||
Acquisition costs (2) | (18.5) | 2.8 | (15.7) | (10.5) | 1.1 | (9.4) | |||||||
Corporate (3) (4) | (63.1) | 43.5 | (19.6) | (43.9) | 60.9 | 17.0 | |||||||
Reported 4th Quarter | (167.5) | 68.6 | (98.9) | (122.9) | 79.8 | (43.1) | |||||||
Adjustments | |||||||||||||
Clean energy related | 4.4 | (1.1) | 3.3 | - | - | - | |||||||
Transaction-related costs (2) | 12.4 | (2.3) | 10.1 | 5.7 | (0.6) | 5.1 | |||||||
Legal and income tax related (3) | 22.0 | (18.6) | 3.4 | (5.0) | (26.2) | (31.2) | |||||||
Components of Corporate Segment, as adjusted | |||||||||||||
Interest and banking costs | (79.2) | 20.6 | (58.6) | (64.7) | 16.7 | (48.0) | |||||||
Clean energy related (1) | (2.3) | 0.6 | (1.7) | (3.8) | 1.1 | (2.7) | |||||||
Acquisition costs | (6.1) | 0.5 | (5.6) | (4.8) | 0.5 | (4.3) | |||||||
Corporate (4) | (41.1) | 24.9 | (16.2) | (48.9) | 34.7 | (14.2) | |||||||
Adjusted 4th Quarter | $ (128.7) | $ 46.6 | $ (82.1) | $ (122.2) | $ 53.0 | $ (69.2) | |||||||
Year ended | |||||||||||||
Components of Corporate Segment, as reported | |||||||||||||
Interest and banking costs | $ (299.8) | $ 78.0 | $ (221.8) | $ (259.4) | $ 67.3 | $ (192.1) | |||||||
Clean energy related (1) | (15.5) | 4.0 | (11.5) | (12.6) | 3.4 | (9.2) | |||||||
Acquisition costs (2) | (42.1) | 6.4 | (35.7) | (44.9) | 3.7 | (41.2) | |||||||
Corporate (3) (4) | (228.0) | 149.4 | (78.6) | (107.2) | 150.7 | 43.5 | |||||||
Reported Year Ended | (585.4) | 237.8 | (347.6) | (424.1) | 225.1 | (199.0) | |||||||
Adjustments | |||||||||||||
Clean energy related | 4.4 | (1.1) | 3.3 | - | - | - | |||||||
Transaction-related costs (2) | 22.6 | (4.9) | 17.7 | 33.4 | (2.7) | 30.7 | |||||||
Legal and tax related (3) | 48.0 | (21.8) | 26.2 | (5.0) | (45.2) | (50.2) | |||||||
Components of Corporate Segment, as adjusted | |||||||||||||
Interest and banking costs | (299.8) | 78.0 | (221.8) | (259.4) | 67.3 | (192.1) | |||||||
Clean energy related (1) | (11.1) | 2.9 | (8.2) | (12.6) | 3.4 | (9.2) | |||||||
Acquisition costs | (19.5) | 1.5 | (18.0) | (11.5) | 1.0 | (10.5) | |||||||
Corporate (4) | (180.0) | 127.6 | (52.4) | (112.2) | 105.5 | (6.7) | |||||||
Adjusted Year Ended | $ (510.4) | $ 210.0 | $ (300.4) | $ (395.7) | $ 177.2 | $ (218.5) |
(1) | Pretax loss for the fourth quarter is presented net of amounts attributable to noncontrolling interests of |
(2) | Gallagher incurred transaction-related costs, which include legal, consulting, employee compensation and other professional fees primarily associated with its acquisition of the Willis Towers Watson treaty reinsurance brokerage operations (primarily related to deferred closings in certain jurisdictions in 2022), the acquisition of Buck, which was signed on December 20, 2022 and closed on April 3, 2023, and the acquisitions of Cadence Insurance, Eastern Insurance Group and My Plan Manager, all of which closed in fourth quarter 2023. |
(3) | Adjustments in fourth quarter 2023 include costs associated with legal and tax matters as well as the impact of tax planning items associated with 2022 tax returns filed in fourth quarter 2023. Adjustments in fourth quarter 2022 include (a) additional |
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(4) | Corporate pretax loss includes a net unrealized foreign exchange remeasurement loss of |
Interest and banking costs and debt - At December 31, 2023, Gallagher had
Clean energy related - For 2023, this consists of operating results related to Gallagher's investments in new clean energy projects. Includes costs related to the resolution of various partnership matters related to our clean energy investments.
Acquisition costs - Consists mostly of external professional fees and other due diligence costs related to acquisitions. On occasion, Gallagher enters into forward currency hedges for the purchase price of committed, but not yet funded, acquisitions with funding requirements in currencies other than the
Corporate - Consists of overhead allocations mostly related to corporate staff compensation, other corporate level activities, and net unrealized foreign exchange remeasurement. In addition, it includes the tax expense related to the partial taxation of foreign earnings, nondeductible executive compensation and entertainment expenses, the tax benefit from the vesting of employee equity awards, as well as other permanent or discrete tax items not reflected in the provision for income taxes in the Brokerage and Risk Management segments.
Income Taxes - Gallagher allocates the provision for income taxes to its Brokerage and Risk Management segments using the local country statutory rates. Gallagher's consolidated effective tax rate for the quarters ended December 31, 2023 and 2022 were (51.8)% and (11.1)%, respectively. Gallagher's consolidated effective tax rate for the year ended December 31, 2023 and 2022 were
Webcast Conference Call - Gallagher will host a webcast conference call on Thursday, January 25, 2024 at 5:15 p.m. ET/4:15 p.m. CT. To listen to this call, please go to ajg.com/IR. The call will be available for replay at such website for at least 90 days.
About Arthur J. Gallagher & Co.
Arthur J. Gallagher & Co., a global insurance brokerage, risk management and consulting services firm, is headquartered in
Change in Presentation of Fiduciary Assets and Liabilities in First Quarter 2023
In first quarter 2023, Gallagher changed the presentation of certain amounts and classifications in its consolidated balance sheet and statement of cash flows to separately identify and present fiduciary assets and liabilities and respective changes of these accounts in the balance sheet and statement of cash flows. These revisions also better reflect the cash flows associated with its operations. Lines for accounts receivable, fiduciary assets and fiduciary liabilities were added and lines for restricted cash, premiums and fees receivable and premiums payable to underwriting enterprises were removed. In addition to these changes, Gallagher moved the net change in fiduciary assets and liabilities from the operating section to the financing section of the statement of cash flows. Gallagher made the applicable revisions and reclassifications to the December 31, 2022 balance sheet amounts included herein to conform to the current period presentation. These changes had no impact on the 2022 consolidated statement of earnings or December 31, 2022 stockholders' equity.
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Information Concerning Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipates," "believes," "contemplates," "see," "should," "could," "will," "estimates," "expects," "intends," "plans" and variations thereof and similar expressions, are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, anticipated future results or performance of any segment or Gallagher as a whole; statements regarding changes in its expenses in the next several quarters; the impact of foreign currency on its results; integration costs; workforce and lease termination costs; amortization of intangibles; depreciation; change in estimated earnout payables; effective tax rate; earnings from continuing operations attributable to noncontrolling interests; the premium rate environment and the state of insurance markets; and the economic environment.
Gallagher's actual results may differ materially from those contemplated by the forward-looking statements. Readers are therefore cautioned against relying on any of the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include global economic and geopolitical events, including, among others, high inflation and related monetary policy responses, failures of financial institutions and other counterparties, a potential
Please refer to Gallagher's filings with the Securities and Exchange Commission, including Item 1A, "Risk Factors," of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its subsequently filed Quarterly Reports on Form 10-Q for a more detailed discussion of these and other factors that could impact its forward-looking statements. Any forward-looking statement made by Gallagher in this press release speaks only as of the date on which it is made. Except as required by applicable law, Gallagher does not undertake to update the information included herein or the corresponding earnings release posted on Gallagher's website.
Information Regarding Non-GAAP Measures
In addition to reporting financial results in accordance with GAAP, this press release provides information regarding EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share, as adjusted (adjusted EPS), adjusted revenue, adjusted compensation and operating expenses, adjusted compensation expense ratio, adjusted operating expense ratio and organic revenue. These measures are not in accordance with, or an alternative to, the GAAP information provided in this press release. Gallagher's management believes that these presentations provide useful information to management, analysts and investors regarding financial and business trends relating to Gallagher's results of operations and financial condition or because they provide investors with measures that its chief operating decision maker uses when reviewing Gallagher's performance. See further below for definitions and additional reasons each of these measures is useful to investors. Gallagher's 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 provided by Gallagher should be used in addition to, but not as a substitute for, the GAAP information provided. As disclosed in its most recent Proxy Statement, Gallagher makes determinations regarding certain elements of executive officer incentive compensation, performance share awards and annual cash incentive awards, partly on the basis of measures related to adjusted EBITDAC.
Adjusted Non-GAAP presentation - Gallagher believes that the adjusted non-GAAP presentations of the current and prior period information presented in this earnings release provide stockholders and other interested persons with useful information regarding certain financial metrics of Gallagher that may assist such persons in analyzing Gallagher's operating results as they develop a future earnings outlook for Gallagher. The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period. See pages 14 and 15 for a reconciliation of the adjustments made to income taxes.
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- Adjusted measures - Revenues (for the Brokerage segment), revenues before reimbursements (for the Risk Management segment), net earnings, compensation expense and operating expense, respectively, each adjusted to exclude the following, as applicable:
- Net gains on divestitures, which are primarily net proceeds received related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.
- Acquisition integration costs, which include costs related to certain large acquisitions (including the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations, the acquisition of Buck and the acquisitions of Cadence Insurance, Eastern Insurance Group and My Plan Manager), outside the scope of the usual tuck-in strategy, not expected to occur on an ongoing basis in the future once Gallagher fully assimilates the applicable acquisition. These costs are typically associated with redundant workforce, compensation expense related to amortization of certain retention bonus arrangements, extra lease space, duplicate services and external costs incurred to assimilate the acquisition into its IT related systems.
- Transaction-related costs, which primarily are associated with the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations (primarily related to deferred closings in certain jurisdictions in 2022), the acquisition of Buck and the acquisitions of Cadence Insurance, Eastern Insurance Group and My Plan Manager. These include costs related to regulatory filings, legal and accounting services, insurance and incentive compensation.
- Workforce related charges, which primarily include severance costs (either accrued or paid) related to employee terminations and other costs associated with redundant workforce.
- Lease termination related charges, which primarily include costs related to terminations of real estate leases and abandonment of leased space.
- Acquisition related adjustments, which include the change in estimated acquisition earnout payables adjustments and acquisition related compensation charges.
- Amortization of intangible assets, which reflects the amortization of customer/expiration lists, non-compete agreements, trade names and other intangible assets acquired through Gallagher's merger and acquisition strategy, the impact to amortization expense of acquisition valuation adjustments to these assets as well as non-cash impairment charges.
- 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 period in the prior year.
- Effective income tax rate impact, which levelizes the prior year for the change in current year tax rates.
- Clean energy related, which represents the resolution of various partnership matters related to our clean energy investments.
- Legal and tax related, which represents the impact of (a) adjustments in fourth quarter 2023 related to costs associated with legal and tax matters as well as the impact of tax items associated with 2022 tax returns filed in October 2023, (b) adjustments in second quarter 2023 related to additional
U.K. income tax expense related to the non‐deductibility of acquisition-related adjustments made in the quarter and costs associated with legal and tax matters (c) adjustments in second quarter 2022 related to a one-timeU.S. state tax benefit that resulted from legal entity restructuring and a favorableU.K. tax impact related to earnout liability adjustments, and (d) adjustments in first quarter 2022 related to a one-time benefit related to the revaluation of certain deferred income tax assets associated with Gallagher increasing itsU.S. state effective income tax rate.
- Adjusted ratios - Adjusted compensation expense and adjusted operating expense, 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 (for the Brokerage segment) and revenues before reimbursements (for the Risk Management segment). These measures for the Brokerage and Risk Management segments provide a meaningful representation of Gallagher's operating performance for the overall business and provide a meaningful way to measure its financial performance on an ongoing basis.
- EBITDAC, as Adjusted and EBITDAC Margin, as Adjusted - Adjusted EBITDAC is EBITDAC adjusted to exclude net gains on divestitures, acquisition integration costs, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, legal and tax related costs, 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 Gallagher's operating performance, and are also presented to improve the comparability of its results between periods by eliminating the impact of the items that have a high degree of variability.
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- EPS, as Adjusted and Net Earnings, as Adjusted - Adjusted net earnings have been adjusted to exclude the after-tax impact of net gains on divestitures, acquisition integration costs, the impact of foreign currency translation, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, amortization of intangible assets, legal and tax related costs and effective income tax rate impact, as applicable. Adjusted EPS is Adjusted Net Earnings divided by diluted weighted average shares outstanding. This measure provides a meaningful representation of Gallagher's operating performance (and as such should not be used as a measure of Gallagher's liquidity), and for the overall business is also presented to improve the comparability of its 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, supplemental revenues and contingent revenues exclude the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations in each year presented. These revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of Gallagher in both the current and prior period. In addition, organic change in base commission and fee revenues, supplemental revenues and contingent revenues excludes the period-over-period impact of foreign currency translation to improve the comparability of its results between periods. For the Risk Management segment, organic change in fee revenues excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations in each year presented. In addition, change in organic growth in fee revenues excludes the period-over-period impact of foreign currency translation to improve the comparability of its results between periods.
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 the current year and beyond, as well as eliminating the impact of the items that have a high degree of variability. Gallagher has historically viewed organic revenue growth as an important indicator when assessing and evaluating the performance of its Brokerage and Risk Management segments. Gallagher also believes that using this non-GAAP measure allows readers of its financial statements to measure, analyze and compare the growth from its Brokerage and Risk Management segments in a meaningful and consistent manner.
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This press release includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on pages 12 and 13), for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on pages 1 and 2), for organic revenue measures (on pages 3 and 5, respectively, for the Brokerage and Risk Management segments), for adjusted compensation and operating expenses and adjusted EBITDAC margin (on pages 4, 5 and 6 respectively, for the Brokerage and Risk Management segments).
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Arthur J. Gallagher & Co. | |||||||||||||||
Reported Statement of Earnings and EBITDAC - 4th Quarter and Year Ended December 31, | |||||||||||||||
(Unaudited - in millions except per share, percentage and workforce data) | |||||||||||||||
4th Q Ended | 4th Q Ended | Year Ended | Year Ended | ||||||||||||
Brokerage Segment | Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2022 | |||||||||||
Commissions | $ 1,326.0 | $ 1,152.8 | $ 5,865.0 | $ 5,187.4 | |||||||||||
Fees | 470.8 | 365.4 | 1,885.0 | 1,476.9 | |||||||||||
Supplemental revenues | 90.6 | 80.0 | 314.2 | 284.7 | |||||||||||
Contingent revenues | 55.4 | 40.2 | 235.3 | 207.3 | |||||||||||
Interest income, premium finance revenues and other income | 108.7 | 65.9 | 337.7 | 147.5 | |||||||||||
Total revenues | 2,051.5 | 1,704.3 | 8,637.2 | 7,303.8 | |||||||||||
Compensation | 1,176.9 | 963.3 | 4,769.1 | 4,024.7 | |||||||||||
Operating | 334.7 | 283.4 | 1,272.3 | 1,039.9 | |||||||||||
Depreciation | 33.0 | 26.9 | 124.4 | 103.6 | |||||||||||
Amortization | 142.8 | 115.9 | 523.6 | 448.7 | |||||||||||
Change in estimated acquisition earnout payables | 328.5 | 118.3 | 376.8 | 90.4 | |||||||||||
Expenses | 2,015.9 | 1,507.8 | 7,066.2 | 5,707.3 | |||||||||||
Earnings before income taxes | 35.6 | 196.5 | 1,571.0 | 1,596.5 | |||||||||||
Provision for income taxes | 10.8 | 53.2 | 401.6 | 394.7 | |||||||||||
Net earnings | 24.8 | 143.3 | 1,169.4 | 1,201.8 | |||||||||||
Net earnings attributable to noncontrolling interests | 0.4 | 1.1 | 6.3 | 4.4 | |||||||||||
Net earnings attributable to controlling interests | $ 24.4 | $ 142.2 | $ 1,163.1 | $ 1,197.4 | |||||||||||
EBITDAC | |||||||||||||||
Net earnings | $ 24.8 | $ 143.3 | $ 1,169.4 | $ 1,201.8 | |||||||||||
Provision for income taxes | 10.8 | 53.2 | 401.6 | 394.7 | |||||||||||
Depreciation | 33.0 | 26.9 | 124.4 | 103.6 | |||||||||||
Amortization | 142.8 | 115.9 | 523.6 | 448.7 | |||||||||||
Change in estimated acquisition earnout payables | 328.5 | 118.3 | 376.8 | 90.4 | |||||||||||
EBITDAC | $ 539.9 | $ 457.6 | $ 2,595.8 | $ 2,239.2 | |||||||||||
4th Q Ended | 4th Q Ended | Year Ended | Year Ended | ||||||||||||
Risk Management Segment | Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2022 | |||||||||||
Fees | $ 331.6 | $ 289.2 | $ 1,259.7 | $ 1,090.8 | |||||||||||
Interest income and other income | 8.8 | 1.4 | 27.9 | 1.8 | |||||||||||
Revenues before reimbursements | 340.4 | 290.6 | 1,287.6 | 1,092.6 | |||||||||||
Reimbursements | 38.8 | 33.1 | 145.4 | 130.5 | |||||||||||
Total revenues | 379.2 | 323.7 | 1,433.0 | 1,223.1 | |||||||||||
Compensation | 207.5 | 177.8 | 776.8 | 664.9 | |||||||||||
Operating | 62.7 | 59.0 | 257.4 | 233.9 | |||||||||||
Reimbursements | 38.8 | 33.1 | 145.4 | 130.5 | |||||||||||
Depreciation | 9.4 | 9.0 | 35.9 | 37.8 | |||||||||||
Amortization | 3.2 | 1.5 | 7.7 | 6.2 | |||||||||||
Change in estimated acquisition earnout payables | 0.1 | (6.2) | 0.5 | (7.4) | |||||||||||
Expenses | 321.7 | 274.2 | 1,223.7 | 1,065.9 | |||||||||||
Earnings before income taxes | 57.5 | 49.5 | 209.3 | 157.2 | |||||||||||
Provision for income taxes | 15.2 | 13.1 | 55.3 | 41.4 | |||||||||||
Net earnings | 42.3 | 36.4 | 154.0 | 115.8 | |||||||||||
Net earnings attributable to noncontrolling interests | - | - | - | - | |||||||||||
Net earnings attributable to controlling interests | $ 42.3 | $ 36.4 | $ 154.0 | $ 115.8 | |||||||||||
EBITDAC | |||||||||||||||
Net earnings | $ 42.3 | $ 36.4 | $ 154.0 | $ 115.8 | |||||||||||
Provision for income taxes | 15.2 | 13.1 | 55.3 | 41.4 | |||||||||||
Depreciation | 9.4 | 9.0 | 35.9 | 37.8 | |||||||||||
Amortization | 3.2 | 1.5 | 7.7 | 6.2 | |||||||||||
Change in estimated acquisition earnout payables | 0.1 | (6.2) | 0.5 | (7.4) | |||||||||||
EBITDAC | $ 70.2 | $ 53.8 | $ 253.4 | $ 193.8 | |||||||||||
See "Information Regarding Non-GAAP Measures" beginning on page 9 of 15. | |||||||||||||||
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Arthur J. Gallagher & Co. | |||||||||||||||
Reported Statement of Earnings and EBITDAC - 4th Quarter and Year Ended December 31, | |||||||||||||||
(Unaudited - in millions except share and per share data) | |||||||||||||||
4th Q Ended | 4th Q Ended | Year Ended | Year Ended | ||||||||||||
Corporate Segment | Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2022 | |||||||||||
Revenues from consolidated clean coal facilities | $ - | $ - | $ - | $ 22.3 | |||||||||||
Royalty income from clean coal licenses | - | - | - | 0.7 | |||||||||||
Other income | 1.2 | 0.3 | 1.7 | 0.7 | |||||||||||
Total revenues | 1.2 | 0.3 | 1.7 | 23.7 | |||||||||||
Cost of revenues from consolidated clean coal facilities | - | - | - | 22.9 | |||||||||||
Compensation | 43.8 | 33.8 | 135.3 | 110.2 | |||||||||||
Operating | 53.2 | 25.8 | 160.0 | 57.1 | |||||||||||
Interest | 78.2 | 64.0 | 296.7 | 256.9 | |||||||||||
Depreciation | 1.3 | 0.7 | 4.9 | 3.3 | |||||||||||
Expenses | 176.5 | 124.3 | 596.9 | 450.4 | |||||||||||
Loss before income taxes | (175.3) | (124.0) | (595.2) | (426.7) | |||||||||||
Benefit for income taxes | (68.6) | (79.8) | (237.8) | (225.1) | |||||||||||
Net loss | (106.7) | (44.2) | (357.4) | (201.6) | |||||||||||
Net loss attributable to noncontrolling interests | (7.8) | (1.1) | (9.8) | (2.6) | |||||||||||
Net loss attributable to controlling interests | $ (98.9) | $ (43.1) | $ (347.6) | $ (199.0) | |||||||||||
EBITDAC | |||||||||||||||
Net loss | $ (106.7) | $ (44.2) | $ (357.4) | $ (201.6) | |||||||||||
Benefit for income taxes | (68.6) | (79.8) | (237.8) | (225.1) | |||||||||||
Interest | 78.2 | 64.0 | 296.7 | 256.9 | |||||||||||
Depreciation | 1.3 | 0.7 | 4.9 | 3.3 | |||||||||||
EBITDAC | $ (95.8) | $ (59.3) | $ (293.6) | $ (166.5) | |||||||||||
4th Q Ended | 4th Q Ended | Year Ended | Year Ended | ||||||||||||
Total Company | Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2022 | |||||||||||
Commissions | $ 1,326.0 | $ 1,152.8 | $ 5,865.0 | $ 5,187.4 | |||||||||||
Fees | 802.4 | 654.6 | 3,144.7 | 2,567.7 | |||||||||||
Supplemental revenues | 90.6 | 80.0 | 314.2 | 284.7 | |||||||||||
Contingent revenues | 55.4 | 40.2 | 235.3 | 207.3 | |||||||||||
Interest income, premium finance revenues and other income | 118.7 | 67.6 | 367.3 | 150.0 | |||||||||||
Revenues from clean coal activities | - | - | - | 23.0 | |||||||||||
Revenues before reimbursements | 2,393.1 | 1,995.2 | 9,926.5 | 8,420.1 | |||||||||||
Reimbursements | 38.8 | 33.1 | 145.4 | 130.5 | |||||||||||
Total revenues | 2,431.9 | 2,028.3 | 10,071.9 | 8,550.6 | |||||||||||
Compensation | 1,428.2 | 1,174.9 | 5,681.2 | 4,799.8 | |||||||||||
Operating | 450.6 | 368.2 | 1,689.7 | 1,330.9 | |||||||||||
Reimbursements | 38.8 | 33.1 | 145.4 | 130.5 | |||||||||||
Cost of revenues from clean coal activities | - | - | - | 22.9 | |||||||||||
Interest | 78.2 | 64.0 | 296.7 | 256.9 | |||||||||||
Depreciation | 43.7 | 36.6 | 165.2 | 144.7 | |||||||||||
Amortization | 146.0 | 117.4 | 531.3 | 454.9 | |||||||||||
Change in estimated acquisition earnout payables | 328.6 | 112.1 | 377.3 | 83.0 | |||||||||||
Expenses | 2,514.1 | 1,906.3 | 8,886.8 | 7,223.6 | |||||||||||
Earnings (loss) before income taxes | (82.2) | 122.0 | 1,185.1 | 1,327.0 | |||||||||||
Provision (benefit) for income taxes | (42.6) | (13.5) | 219.1 | 211.0 | |||||||||||
Net earnings (loss) | (39.6) | 135.5 | 966.0 | 1,116.0 | |||||||||||
Net earnings (loss) attributable to noncontrolling interests | (7.4) | - | (3.5) | 1.8 | |||||||||||
Net earnings (loss) attributable to controlling interests | $ (32.2) | $ 135.5 | $ 969.5 | $ 1,114.2 | |||||||||||
Diluted net earnings (loss) per share | $ (0.15) | $ 0.63 | $ 4.42 | $ 5.19 | |||||||||||
Dividends declared per share | $ 0.55 | $ 0.51 | $ 2.20 | $ 2.04 | |||||||||||
EBITDAC | |||||||||||||||
Net earnings (loss) | $ (39.6) | $ 135.5 | $ 966.0 | $ 1,116.0 | |||||||||||
Provision (benefit) for income taxes | (42.6) | (13.5) | 219.1 | 211.0 | |||||||||||
Interest | 78.2 | 64.0 | 296.7 | 256.9 | |||||||||||
Depreciation | 43.7 | 36.6 | 165.2 | 144.7 | |||||||||||
Amortization | 146.0 | 117.4 | 531.3 | 454.9 | |||||||||||
Change in estimated acquisition earnout payables | 328.6 | 112.1 | 377.3 | 83.0 | |||||||||||
EBITDAC | $ 514.3 | $ 452.1 | $ 2,555.6 | $ 2,266.5 | |||||||||||
See "Information Regarding Non-GAAP Measures" beginning on page 9 of 15. | |||||||||||||||
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Arthur J. Gallagher & Co. | |||||||||||||||
Consolidated Balance Sheet | |||||||||||||||
(Unaudited - in millions except per share data) | |||||||||||||||
Dec 31, 2023 | Dec 31, 2022 * | ||||||||||||||
Cash and cash equivalents | $ 971.5 | $ 738.4 | |||||||||||||
Fiduciary assets | 26,907.9 | 18,236.7 | |||||||||||||
Accounts receivable, net | 3,786.6 | 2,911.1 | |||||||||||||
Other current assets | 450.1 | 399.0 | |||||||||||||
Total current assets | 32,116.1 | 22,285.2 | |||||||||||||
Fixed assets - net | 726.4 | 576.2 | |||||||||||||
Deferred income taxes (includes tax credit carryforwards of | 1,132.3 | 1,299.0 | |||||||||||||
Other noncurrent assets | 1,131.8 | 989.8 | |||||||||||||
Right-of-use assets | 400.3 | 346.7 | |||||||||||||
Goodwill | 11,475.6 | 9,489.4 | |||||||||||||
Amortizable intangible assets - net | 4,633.3 | 3,372.1 | |||||||||||||
Total assets | $ 51,615.8 | $ 38,358.4 | |||||||||||||
Fiduciary liabilities | $ 26,907.9 | $ 18,236.7 | |||||||||||||
Accrued compensation and other current liabilities | 2,553.1 | 2,003.3 | |||||||||||||
Deferred revenue - current | 644.7 | 546.7 | |||||||||||||
Premium financing debt | 289.0 | 241.9 | |||||||||||||
Corporate related borrowings - current | 670.0 | 310.0 | |||||||||||||
Total current liabilities | 31,064.7 | 21,338.6 | |||||||||||||
Corporate related borrowings - noncurrent | 7,006.0 | 5,562.8 | |||||||||||||
Deferred revenue - noncurrent | 61.5 | 62.6 | |||||||||||||
Lease liabilities - noncurrent | 352.2 | 300.4 | |||||||||||||
Other noncurrent liabilities | 2,316.1 | 1,903.8 | |||||||||||||
Total liabilities | 40,800.5 | 29,168.2 | |||||||||||||
Stockholders' equity: | |||||||||||||||
Common stock - issued and outstanding | 216.7 | 211.9 | |||||||||||||
Capital in excess of par value | 7,297.8 | 6,509.9 | |||||||||||||
Retained earnings | 4,052.9 | 3,562.2 | |||||||||||||
Accumulated other comprehensive loss | (792.1) | (1,140.4) | |||||||||||||
Total controlling interests stockholders' equity | 10,775.3 | 9,143.6 | |||||||||||||
Noncontrolling interests | 40.0 | 46.6 | |||||||||||||
Total stockholders' equity | 10,815.3 | 9,190.2 | |||||||||||||
Total liabilities and stockholders' equity | $ 51,615.8 | $ 38,358.4 | |||||||||||||
* The December 31, 2022 balance sheet was revised for a change in presentation made in first quarter 2023 related to the reclassification of fiduciary assets and liabilities. | |||||||||||||||
See page 8 of 15 for additional information. |
Arthur J. Gallagher & Co. | |||||||||||||||
Other Information | |||||||||||||||
(Unaudited - data is rounded where indicated) | |||||||||||||||
4th Q Ended | 4th Q Ended | Year Ended | Year Ended | ||||||||||||
OTHER INFORMATION | Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2022 | |||||||||||
Basic weighted average shares outstanding (000s) | 216,326 | 211,411 | 214,934 | 210,331 | |||||||||||
Diluted weighted average shares outstanding (000s) | 221,104 | 215,831 | 219,358 | 214,667 | |||||||||||
Number of common shares outstanding at end of period (000s) | 216,686 | 211,914 | |||||||||||||
Workforce at end of period (includes acquisitions): | |||||||||||||||
Brokerage | 39,337 | 32,679 | |||||||||||||
Risk Management | 9,747 | 8,430 | |||||||||||||
Total Company | 52,118 | 43,640 | |||||||||||||
Reconciliation of Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per Share (Unaudited) | |||||||||||||||
(Unaudited - in millions except share and per share data) | |||||||||||||||
Net Earnings | Net Earnings | ||||||||||||||
Earnings | Provision | (Loss) | (Loss) | Diluted Net | |||||||||||
(Loss) | (Benefit) | Attributable to | Attributable to | Earnings | |||||||||||
Before Income | for Income | Net Earnings | Noncontrolling | Controlling | (Loss) | ||||||||||
Taxes | Taxes | (Loss) | Interests | Interests | per Share | ||||||||||
4th Q Ended December 31, 2023 | |||||||||||||||
Brokerage, as reported | $ 35.6 | $ 10.8 | $ 24.8 | $ 0.4 | $ 24.4 | $ 0.11 | |||||||||
Net gains on divestitures | (4.0) | (1.0) | (3.0) | - | (3.0) | (0.02) | |||||||||
Acquisition integration | 67.3 | 16.7 | 50.6 | - | 50.6 | 0.23 | |||||||||
Workforce and lease termination | 9.5 | 2.4 | 7.1 | - | 7.1 | 0.03 | |||||||||
Acquisition related adjustments | 343.9 | 85.7 | 258.2 | - | 258.2 | 1.17 | |||||||||
Amortization of intangible assets | 142.8 | 35.4 | 107.4 | - | 107.4 | 0.49 | |||||||||
Brokerage, as adjusted | $ 595.1 | $ 150.0 | $ 445.1 | $ 0.4 | $ 444.7 | $ 2.01 | |||||||||
Risk Management, as reported | $ 57.5 | $ 15.2 | $ 42.3 | $ - | $ 42.3 | $ 0.19 | |||||||||
Net gains on divestitures | (0.1) | - | (0.1) | - | (0.1) | - | |||||||||
Acquisition integration | 0.2 | - | 0.2 | - | 0.2 | - | |||||||||
Workforce and lease termination | 1.0 | 0.2 | 0.8 | - | 0.8 | - | |||||||||
Acquisition related adjustments | 0.2 | 0.1 | 0.1 | - | 0.1 | - | |||||||||
Amortization of intangible assets | 3.2 | 0.9 | 2.3 | - | 2.3 | 0.02 | |||||||||
Risk Management, as adjusted | $ 62.0 | $ 16.4 | $ 45.6 | $ - | $ 45.6 | $ 0.21 | |||||||||
Corporate, as reported | $ (175.3) | $ (68.6) | $ (106.7) | $ (7.8) | $ (98.9) | $ (0.45) | |||||||||
Transaction-related costs | 12.4 | 2.3 | 10.1 | - | 10.1 | 0.05 | |||||||||
Legal and tax related | 22.0 | 18.6 | 3.4 | - | 3.4 | 0.02 | |||||||||
Clean energy related | 12.0 | 1.1 | 10.9 | 7.6 | 3.3 | 0.01 | |||||||||
Corporate, as adjusted | $ (128.9) | $ (46.6) | $ (82.3) | $ (0.2) | $ (82.1) | $ (0.37) | |||||||||
See "Information Regarding Non-GAAP Measures" beginning on page 9 of 15. | |||||||||||||||
(14 of 15) | |||||||||||||||
Reconciliation of Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per Share (Unaudited) - Continued | |||||||||||||||
(Unaudited - in millions except share and per share data) | |||||||||||||||
Net Earnings | Net Earnings | ||||||||||||||
Earnings | Provision | (Loss) | (Loss) | Diluted Net | |||||||||||
(Loss) | (Benefit) | Attributable to | Attributable to | Earnings | |||||||||||
Before Income | for Income | Net Earnings | Noncontrolling | Controlling | (Loss) | ||||||||||
Taxes | Taxes | (Loss) | Interests | Interests | per Share | ||||||||||
4th Q Ended December 31, 2022 | |||||||||||||||
Brokerage, as reported | $ 196.5 | $ 53.2 | $ 143.3 | $ 1.1 | $ 142.2 | $ 0.66 | |||||||||
Net gains on divestitures | (9.2) | (2.2) | (7.0) | - | (7.0) | (0.03) | |||||||||
Acquisition integration | 45.6 | 10.9 | 34.7 | - | 34.7 | 0.16 | |||||||||
Workforce and lease termination | 27.8 | 6.7 | 21.1 | - | 21.1 | 0.10 | |||||||||
Acquisition related adjustments | 109.4 | 26.2 | 83.2 | - | 83.2 | 0.39 | |||||||||
Amortization of intangible assets | 115.9 | 27.7 | 88.2 | - | 88.2 | 0.40 | |||||||||
Effective income tax rate impact | - | 7.0 | (7.0) | - | (7.0) | (0.03) | |||||||||
Levelized foreign currency translation | 1.1 | 0.3 | 0.8 | - | 0.8 | - | |||||||||
Brokerage, as adjusted | $ 487.1 | $ 129.8 | $ 357.3 | $ 1.1 | $ 356.2 | $ 1.65 | |||||||||
Risk Management, as reported | $ 49.5 | $ 13.1 | $ 36.4 | $ - | $ 36.4 | $ 0.17 | |||||||||
Net gains on divestitures | (0.9) | (0.3) | (0.6) | - | (0.6) | - | |||||||||
Workforce and lease termination | 2.8 | 0.8 | 2.0 | - | 2.0 | 0.01 | |||||||||
Acquisition related adjustments | (6.3) | (1.7) | (4.6) | - | (4.6) | (0.02) | |||||||||
Amortization of intangible assets | 1.5 | 0.4 | 1.1 | - | 1.1 | - | |||||||||
Levelized foreign currency translation | 0.3 | - | 0.3 | - | 0.3 | - | |||||||||
Risk Management, as adjusted | $ 46.9 | $ 12.3 | $ 34.6 | $ - | $ 34.6 | $ 0.16 | |||||||||
Corporate, as reported | $ (124.0) | $ (79.8) | $ (44.2) | $ (1.1) | $ (43.1) | $ (0.20) | |||||||||
Transaction-related costs | 5.7 | 0.6 | 5.1 | - | 5.1 | 0.02 | |||||||||
Income tax related | (5.0) | 26.2 | (31.2) | - | (31.2) | (0.14) | |||||||||
Corporate, as adjusted | $ (123.3) | $ (53.0) | $ (70.3) | $ (1.1) | $ (69.2) | $ (0.32) | |||||||||
Net Earnings | Net Earnings | ||||||||||||||
Earnings | Provision | (Loss) | (Loss) | Diluted Net | |||||||||||
(Loss) | (Benefit) | Attributable to | Attributable to | Earnings | |||||||||||
Before Income | for Income | Net Earnings | Noncontrolling | Controlling | (Loss) | ||||||||||
Taxes | Taxes | (Loss) | Interests | Interests | per Share | ||||||||||
Year Ended December 31, 2023 | |||||||||||||||
Brokerage, as reported | $ 1,571.0 | $ 401.6 | $ 1,169.4 | $ 6.3 | $ 1,163.1 | $ 5.30 | |||||||||
Net gains on divestitures | (9.6) | (2.4) | (7.2) | - | (7.2) | (0.03) | |||||||||
Acquisition integration | 243.7 | 59.2 | 184.5 | - | 184.5 | 0.84 | |||||||||
Workforce and lease termination | 63.8 | 15.8 | 48.0 | - | 48.0 | 0.22 | |||||||||
Acquisition related adjustments | 370.5 | 91.7 | 278.8 | - | 278.8 | 1.27 | |||||||||
Amortization of intangible assets | 523.6 | 131.3 | 392.3 | - | 392.3 | 1.79 | |||||||||
Brokerage, as adjusted | $ 2,763.0 | $ 697.2 | $ 2,065.8 | $ 6.3 | $ 2,059.5 | $ 9.39 | |||||||||
Risk Management, as reported | $ 209.3 | $ 55.3 | $ 154.0 | $ - | $ 154.0 | $ 0.70 | |||||||||
Net gains on divestitures | (0.4) | (0.1) | (0.3) | - | (0.3) | - | |||||||||
Acquisition integration | 1.0 | 0.3 | 0.7 | - | 0.7 | - | |||||||||
Workforce and lease termination | 3.4 | 0.9 | 2.5 | - | 2.5 | 0.01 | |||||||||
Acquisition related adjustments | 0.5 | 0.1 | 0.4 | - | 0.4 | - | |||||||||
Amortization of intangible assets | 7.7 | 2.1 | 5.6 | - | 5.6 | 0.03 | |||||||||
Risk Management, as adjusted | $ 221.5 | $ 58.6 | $ 162.9 | $ - | $ 162.9 | $ 0.74 | |||||||||
Corporate, as reported | $ (595.2) | $ (237.8) | $ (357.4) | $ (9.8) | $ (347.6) | $ (1.58) | |||||||||
Transaction-related costs | 22.6 | 4.9 | 17.7 | - | 17.7 | 0.08 | |||||||||
Legal and tax related | 48.0 | 21.8 | 26.2 | - | 26.2 | 0.12 | |||||||||
Clean energy related | 12.0 | 1.1 | 10.9 | 7.6 | 3.3 | 0.01 | |||||||||
Corporate, as adjusted | $ (512.6) | $ (210.0) | $ (302.6) | $ (2.2) | $ (300.4) | $ (1.37) | |||||||||
Net Earnings | Net Earnings | ||||||||||||||
Earnings | Provision | (Loss) | (Loss) | Diluted Net | |||||||||||
(Loss) | (Benefit) | Attributable to | Attributable to | Earnings | |||||||||||
Before Income | for Income | Net Earnings | Noncontrolling | Controlling | (Loss) | ||||||||||
Taxes | Taxes | (Loss) | Interests | Interests | per Share | ||||||||||
Year Ended December 31, 2022 | |||||||||||||||
Brokerage, as reported | $ 1,596.5 | $ 394.7 | $ 1,201.8 | $ 4.4 | $ 1,197.4 | $ 5.58 | |||||||||
Net gains on divestitures | (12.1) | (2.6) | (9.5) | - | (9.5) | (0.05) | |||||||||
Acquisition integration | 167.9 | 35.2 | 132.7 | - | 132.7 | 0.62 | |||||||||
Workforce and lease termination | 51.4 | 11.2 | 40.2 | - | 40.2 | 0.19 | |||||||||
Acquisition related adjustments | 77.0 | 21.0 | 56.0 | - | 56.0 | 0.26 | |||||||||
Amortization of intangible assets | 448.7 | 106.4 | 342.3 | - | 342.3 | 1.59 | |||||||||
Effective income tax rate impact | - | 27.3 | (27.3) | - | (27.3) | (0.13) | |||||||||
Levelized foreign currency translation | (19.1) | (5.3) | (13.8) | - | (13.8) | (0.06) | |||||||||
Brokerage, as adjusted | $ 2,310.3 | $ 587.9 | $ 1,722.4 | $ 4.4 | $ 1,718.0 | $ 8.00 | |||||||||
Risk Management, as reported | $ 157.2 | $ 41.4 | $ 115.8 | $ - | $ 115.8 | $ 0.54 | |||||||||
Net gains on divestitures | (0.9) | (0.3) | (0.6) | - | (0.6) | - | |||||||||
Acquisition integration | 1.8 | 0.4 | 1.4 | - | 1.4 | 0.01 | |||||||||
Workforce and lease termination | 6.5 | 1.7 | 4.8 | - | 4.8 | 0.02 | |||||||||
Acquisition related adjustments | (7.8) | (2.0) | (5.8) | - | (5.8) | (0.03) | |||||||||
Amortization of intangible assets | 6.2 | 1.6 | 4.6 | - | 4.6 | 0.02 | |||||||||
Levelized foreign currency translation | (0.6) | 0.1 | (0.7) | - | (0.7) | - | |||||||||
Risk Management, as adjusted | $ 162.4 | $ 43.0 | $ 119.4 | $ - | $ 119.4 | $ 0.56 | |||||||||
Corporate, as reported | $ (426.7) | $ (225.1) | $ (201.6) | $ (2.6) | $ (199.0) | $ (0.93) | |||||||||
Transaction-related costs | 33.4 | 2.7 | 30.7 | - | 30.7 | 0.14 | |||||||||
Income tax related | (5.0) | 45.2 | (50.2) | - | (50.2) | (0.23) | |||||||||
Corporate, as adjusted | $ (398.3) | $ (177.2) | $ (221.1) | $ (2.6) | $ (218.5) | $ (1.02) | |||||||||
See "Information Regarding Non-GAAP Measures" on page 9 of 15. | |||||||||||||||
Contact: | |||||||||||||||
Ray Iardella | |||||||||||||||
Vice President - Investor Relations | |||||||||||||||
630-285-3661 or ray_iardella@ajg.com | |||||||||||||||
(15 of 15)
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SOURCE Arthur J. Gallagher & Co.
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