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Earnings release · 8-K exhibit

Arthur J. Gallagher & Co. · Earnings release

AJG · Financials

Filed 2025-05-01 · CY2025 Q2 · Company’s FY2025 Q1 · 6,980 words

Read the original on sec.gov ↗

EX-99.12d937401dex991.htmEX-99.1 EX-99.1

Exhibit 99.1

NEWS RELEASE

ARTHUR J. GALLAGHER & CO. ANNOUNCES

FIRST QUARTER 2025 FINANCIAL RESULTS

ROLLING MEADOWS, IL, May 1, 2025 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended

March 31, 2025. Management will host a webcast conference call to discuss these results on Thursday, May 1, 2025 at 5:30 p.m. ET/4:30 p.m. CT. To listen to the call, and for printer-friendly formats of this release and the “CFO

Commentary” and “Supplemental Quarterly Data,” which may also be referenced during the call, please visit ajg.com/IR. These documents contain both GAAP and non-GAAP measures. Investors

and other users of this information should read carefully the section entitled “Information Regarding Non-GAAP Measures” beginning on page 8.

Summary of Financial Results - First Quarter

Revenues Before

Diluted Net Earnings

Reimbursements

Net Earnings (Loss)

EBITDAC

(Loss) Per Share

Segment

1st Q 25

1st Q 24

1st Q 25

1st Q 24

1st Q 25

1st Q 24

1st Q 25

1st Q 24

(in millions)

(in millions)

(in millions)

Brokerage, as reported

$

3,314.6

$

2,864.9

$

816.1

$

652.6

$

1,351.0

$

1,048.7

$

3.13

$

2.92

Net (gains) on divestitures

(6.4

)

(0.5

)

(4.8

)

(0.4

)

(6.4

)

(0.5

)

(0.02

)

—

Acquisition integration

—

—

32.9

36.4

44.0

48.7

0.13

0.16

Workforce and lease termination

—

—

13.4

8.7

17.9

11.6

0.05

0.04

Acquisition related adjustments

—

(26.0

)

24.6

(8.3

)

30.1

23.8

0.09

(0.02

)

Amortization of intangible assets

—

—

152.2

116.7

—

—

0.59

0.53

Effective income tax rate impact

—

—

—

(2.6

)

—

—

—

(0.01

)

Levelized foreign currency translation

—

(17.8

)

—

(6.3

)

—

(8.5

)

—

(0.03

)

Brokerage, as adjusted *

3,308.2

2,820.6

1,034.4

796.8

1,436.6

1,123.8

3.97

3.59

Risk Management, as reported

373.4

352.8

41.1

39.3

71.5

70.5

0.16

0.18

Net (gains) losses on divestitures

(0.2

)

0.2

(0.1

)

0.1

(0.2

)

0.2

—

—

Acquisition integration

—

—

1.1

0.5

1.6

0.7

—

—

Workforce and lease termination

—

—

2.3

0.9

3.2

1.2

0.01

—

Acquisition related adjustments

—

—

0.3

0.1

0.4

0.1

—

—

Amortization of intangible assets

—

—

4.2

4.5

—

—

0.02

0.02

Levelized foreign currency translation

—

(1.5

)

—

0.1

—

—

—

—

Risk Management, as adjusted *

373.2

351.5

48.9

45.5

76.5

72.7

0.19

0.20

Corporate, as reported

0.4

0.4

(148.3

)

(79.2

)

(122.2

)

(62.7

)

(0.57

)

(0.36

)

Transaction-related costs

—

—

20.0

2.7

23.1

3.2

0.08

0.02

Corporate, as adjusted *

0.4

0.4

(128.3

)

(76.5

)

(99.1

)

(59.5

)

(0.49

)

(0.34

)

Total Company, as reported

$

3,688.4

$

3,218.1

$

708.9

$

612.7

$

1,300.3

$

1,056.5

$

2.72

$

2.74

Total Company, as adjusted *

$

3,681.8

$

3,172.5

$

955.0

$

765.8

$

1,414.0

$

1,137.0

$

3.67

$

3.45

Total Brokerage & Risk Management, as reported

$

3,688.0

$

3,217.7

$

857.2

$

691.9

$

1,422.5

$

1,119.2

$

3.29

$

3.10

Total Brokerage & Risk Management, as adjusted *

$

3,681.4

$

3,172.1

$

1,083.3

$

842.3

$

1,513.1

$

1,196.5

$

4.16

$

3.79

*

For first quarter 2025, the pretax impact of the Brokerage segment adjustments totals $292.0 million,

mostly due to non-cash period expenses related to intangible amortization, with a corresponding adjustment to the provision for income taxes of $73.7 million relating to these items. For first quarter

2025, the pretax impact of the Risk Management segment adjustments totals $10.7 million, with a corresponding adjustment to the provision for income taxes of $2.9 million relating to these items. For first quarter 2025, the pretax impact

of the Corporate segment adjustments totals $23.1 million, with a corresponding adjustment to the benefit for income taxes of $3.1 million relating to these items. A detailed reconciliation of the 2025 and 2024 provision (benefit) for

income taxes is shown on pages 12 and 13.

(1 of 13)

“We had a fantastic first quarter” said J. Patrick Gallagher, Jr., Chairman and CEO. “Our

core brokerage and risk management segments combined to deliver 14% revenue growth, including organic revenue growth of 9%. Our first quarter net earnings margin increased 175 basis points to 23.0%, our adjusted EBITDAC margin increased 338

basis points to 41.1%, and adjusted EBITDAC grew year-over-year by 26%, the 20th consecutive quarter of double-digit growth.

“We also completed 11 new mergers in the quarter with approximately $100 million of estimated annualized revenue. And in early April, we completed

the acquisition of Woodruff Sawyer, adding more than $250 million of estimated annual revenue.

“Overall, the global P/C insurance market

continues to behave rationally with carriers looking to grow in lines and geographies where there is an acceptable return and seeking rate increases where it’s needed to generate an appropriate underwriting profit. Thus, we continue to see a

bifurcation between commercial property and casualty renewal premium changes, with property declining 2% and casualty increasing 8% during first quarter 2025. Exposure changes, including mid-term policy

endorsements, continue to be positive, and we have yet to see any meaningful changes in our customers’ business activity from tariffs or the broader geopolitical environment.

“Our talented production staff has the expertise, the tools, the data and the service capabilities to guide clients and prospects in the current

environment. I am very excited about 2025 and beyond.”

Brokerage Segment Reported GAAP to AdjustedNon-GAAP Reconciliations (dollars in millions):

Organic Revenues(Non-GAAP)

1st Q 2025

1st Q 2024

Base Commissions and Fees

Commissions and fees, as reported

$

2,869.4

$

2,600.3

Less commissions and fees from acquisitions

(90.6

)

(26.0

)

Less divested operations

—

(11.5

)

Levelized foreign currency translation

—

(16.7

)

Organic base commissions and fees

$

2,778.8

$

2,546.1

Organic change in base commissions and fees

9.1

%

Supplemental Revenues

Supplemental revenues, as reported

$

113.9

$

93.9

Less supplemental revenues from acquisitions

(0.1

)

—

Levelized foreign currency translation

—

(0.3

)

Organic supplemental revenues

$

113.8

$

93.6

Organic change in supplemental revenues

21.6

%

Contingent Revenues

Contingent revenues, as reported

$

92.9

$

86.0

Less contingent revenues from acquisitions

(1.3

)

—

Levelized foreign currency translation

—

(0.4

)

Organic contingent revenues

$

91.6

$

85.6

Organic change in contingent revenues

7.0

%

Total reported commissions, fees, supplemental revenues and contingent revenues

$

3,076.2

$

2,780.2

Less commissions, fees, supplemental revenues and contingent revenues from acquisitions

(92.0

)

(26.0

)

Less divested operations

—

(11.5

)

Levelized foreign currency translation

—

(17.4

)

Total organic commissions, fees, supplemental revenues and contingent revenues

$

2,984.2

$

2,725.3

Total organic change

9.5

%

Acquisition Activity

1st Q 2025

1st Q 2024

Number of acquisitions closed *

10

12

Estimated annualized revenues acquired (in millions)

$

62.7

$

69.2

*

In the first quarter of 2025 and 2024, Gallagher issued 49,000 and 357,000 shares, respectively, of its common

stock directly to sellers in connection with tax-free exchange acquisitions.

(2 of 13)

Brokerage Segment Reported GAAP to Adjusted Non-GAAPReconciliations (continued) (dollars in millions):

Acquisition of AssuredPartners

As previously disclosed, on December 7, 2024, we agreed to acquire AssuredPartners for approximately $13.45 billion, subject to customary regulatory

approvals, and standard closing conditions. On March 7, 2025, we received a request for additional information as part of the Hart-Scott-Rodino filing. We are actively responding to the request and expect that the transaction will close in the

second half of 2025. We raised $8.5 billion of cash in our December 11, 2024 follow-on common stock offering and borrowed $5.0 billion of cash in our December 19, 2024 senior notes issuance

(collectively the AssuredPartners Financing) to fund the transaction. On January 7, 2025, we received an additional $1.28 billion of cash due to the exercise by the underwriters of the overallotment provision related to the follow-on common stock offering.

Compensation Expense and Ratios

1st Q 2025

1st Q 2024

Compensation expense, as reported

$

1,617.2

$

1,476.8

Acquisition integration

(27.6

)

(24.5

)

Workforce and lease termination related charges

(16.5

)

(10.4

)

Acquisition related adjustments

(30.1

)

(49.8

)

Levelized foreign currency translation

—

(8.8

)

Compensation expense, as adjusted

$

1,543.0

$

1,383.3

Reported compensation expense ratios using reported revenues on page 1

*

48.8

%

51.6

%

Adjusted compensation expense ratios using adjusted revenues on page 1

*

*

46.6

%

49.0

%

*

Reported first quarter 2025 compensation expense ratio was 2.8 pts lower than first quarter 2024. This ratio

primarily benefited from higher revenues related to interest income earned on proceeds associated with the AssuredPartners Financing. This ratio also benefited from savings related to headcount controls and lower acquisition related adjustments,

offset by higher workforce and lease termination costs.

**

Adjusted first quarter 2025 compensation expense ratio was 2.4 pts lower compared to first quarter 2024. This

ratio primarily benefited from higher revenues related to interest income earned on proceeds associated with the AssuredPartners Financing. This ratio also benefited from savings related to headcount controls.

Operating Expense and Ratios

1st Q 2025

1st Q 2024

Operating expense, as reported

$

346.4

$

339.4

Acquisition integration

(16.4

)

(24.2

)

Workforce and lease termination related charges

(1.4

)

(1.2

)

Levelized foreign currency translation

—

(0.5

)

Operating expense, as adjusted

$

328.6

$

313.5

Reported operating expense ratios using reported revenues on page 1

*

10.5

%

11.9

%

Adjusted operating expense ratios using adjusted revenues on page 1

*

*

9.9

%

11.1

%

*

Reported first quarter 2025 operating expense ratio was 1.4 pts lower than first quarter 2024. This ratio

primarily benefited from lower travel and entertainment, technology, and integration costs, as well as savings in real estate expenses related to office consolidations. This ratio also benefited from higher revenues related to interest income earned

on proceeds associated with the AssuredPartners Financing.

**

Adjusted first quarter 2025 operating expense ratio was 1.2 pts lower than first quarter 2024. This ratio was

primarily benefited by lower travel and entertainment and technology costs, as well as savings in real estate expenses related to office consolidations. This ratio also benefited from higher revenues related to interest income earned on proceeds

associated with the AssuredPartners Financing.

(3 of 13)

Brokerage Segment Reported GAAP to Adjusted Non-GAAPReconciliations (continued) (dollars in millions):

Net Earnings to Adjusted EBITDAC(Non-GAAP)

1st Q 2025

1st Q 2024

Net earnings, as reported

$

816.1

$

652.6

Provision for income taxes

283.0

223.5

Depreciation

32.9

32.8

Amortization

203.6

156.0

Change in estimated acquisition earnout payables

15.4

(16.2

)

EBITDAC

1,351.0

1,048.7

Net (gains) on divestitures

(6.4

)

(0.5

)

Acquisition integration

44.0

48.7

Workforce and lease termination related charges

17.9

11.6

Acquisition related adjustments

30.1

23.8

Levelized foreign currency translation

—

(8.5

)

EBITDAC, as adjusted

$

1,436.6

$

1,123.8

Net earnings margin, as reported using reported revenues on page 1

*

24.6

%

22.8

%

EBITDAC margin, as adjusted using adjusted revenues on page 1

*

43.4

%

39.8

%

*

First quarter 2025 adjusted EBITDAC margin would be 40.9% excluding approximately $143 million of interest

income revenues earned on the proceeds received in December 2024 related to the AssuredPartners Financing.

Risk Management Segment

Reported GAAP to Adjusted Non-GAAP Reconciliations (dollars in millions):

Organic Revenues(Non-GAAP)

1st Q 2025

1st Q 2024

Fees

$

362.9

$

341.9

International performance bonus fees

1.7

2.6

Fees as reported

364.6

344.5

Less fees from acquisitions

(10.3

)

—

Less divested operations

—

(2.0

)

Levelized foreign currency translation

—

(1.5

)

Organic fees

$

354.3

$

341.0

Organic change in fees

3.9

%

Acquisition Activity

1st Q 2025

1st Q 2024

Number of acquisitions closed

1

—

Estimated annualized revenues acquired (in millions)

$

38.2

$

—

(4 of 13)

Risk Management Segment Reported GAAP to Adjusted Non-GAAPReconciliations (continued) (dollars in millions):

Compensation Expense and Ratios

1st Q 2025

1st Q 2024

Compensation expense, as reported

$

231.1

$

213.9

Acquisition integration

(0.5

)

(0.6

)

Workforce and lease termination related charges

(2.8

)

(0.8

)

Acquisition related adjustments

(0.4

)

(0.1

)

Levelized foreign currency translation

—

(1.2

)

Compensation expense, as adjusted

$

227.4

$

211.2

Reported compensation expense ratios using reported revenues (before reimbursements) on page

1

*

61.9

%

60.6

%

Adjusted compensation expense ratios using adjusted revenues (before reimbursements) on page

1

*

*

60.9

%

60.1

%

*

Reported first quarter 2025 compensation expense ratio was 1.3 pts higher than first quarter 2024. This ratio

was primarily impacted by higher employee benefit and workforce and lease termination costs, partially offset by savings in temporary help.

**

Adjusted first quarter 2025 compensation expense ratio was 0.8 pts higher than first quarter 2024. This ratio

was primarily impacted by higher employee benefit costs, partially offset by savings in temporary help.

Operating Expense and Ratios

1st Q 2025

1st Q 2024

Operating expense, as reported

$

70.8

$

68.4

Acquisition integration

(1.1

)

(0.1

)

Workforce and lease termination related charges

(0.4

)

(0.4

)

Levelized foreign currency translation

—

(0.3

)

Operating expense, as adjusted

$

69.3

$

67.6

Reported operating expense ratios using reported revenues (before reimbursements) on page

1

*

19.0

%

19.4

%

Adjusted operating expense ratios using reported revenues (before reimbursements) on page

1

*

*

18.6

%

19.2

%

*

Reported first quarter 2025 operating expense ratio was 0.4 pts lower than first quarter 2024. This ratio

primarily benefited from savings in client-related expenses, partially offset by increased technology and integration costs.

**

Adjusted first quarter 2025 operating expense ratio was 0.6 pts lower than first quarter 2024. This ratio

primarily benefited from savings in client-related expenses, partially offset by increased technology costs.

Net Earnings to Adjusted EBITDAC(Non-GAAP)

1st Q 2025

1st Q 2024

Net earnings, as reported

$

41.1

$

39.3

Provision for income taxes

14.8

13.9

Depreciation

9.5

10.9

Amortization

5.7

6.3

Change in estimated acquisition earnout payables

0.4

0.1

EBITDAC

71.5

70.5

Net (gains) losses on divestitures

(0.2

)

0.2

Acquisition integration

1.6

0.7

Workforce and lease termination related charges

3.2

1.2

Acquisition related adjustments

0.4

0.1

Levelized foreign currency translation

—

—

EBITDAC, as adjusted

$

76.5

$

72.7

Net earnings margin, as reported using reported revenues (before reimbursements) on page

1

11.0

%

11.1

%

EBITDAC margin, as adjusted using adjusted revenues (before reimbursements) on page 1

20.5

%

20.7

%

(5 of 13)

Corporate Segment Reported GAAP Information (dollars in millions):

2025

2024

Net Earnings

Net Earnings

(Loss)

(Loss)

Income

Attributable

to

Income

Attributable

to

Pretax

Tax

Controlling

Pretax

Tax

Controlling

Loss

Benefit

Interests

Loss

Benefit

Interests

1st Quarter

Components of Corporate Segment, as reported

Interest and banking costs

$

(159.5

)

$

41.5

$

(118.0

)

$

(93.1

)

$

24.2

$

(68.9

)

Clean energy related

(1.8

)

0.5

(1.3

)

(1.9

)

0.5

(1.4

)

Acquisition costs (1)

(26.4

)

3.4

(23.0

)

(4.7

)

0.8

(3.9

)

Corporate (2)

(94.6

)

88.6

(6.0

)

(56.9

)

51.9

(5.0

)

Reported 1st Quarter

(282.3

)

134.0

(148.3

)

(156.6

)

77.4

(79.2

)

Adjustments

Transaction-related costs (1)

23.1

(3.1

)

20.0

3.2

(0.5

)

2.7

Components of Corporate Segment, as adjusted

Interest and banking costs

(159.5

)

41.5

(118.0

)

(93.1

)

24.2

(68.9

)

Clean energy related

(1.8

)

0.5

(1.3

)

(1.9

)

0.5

(1.4

)

Acquisition costs

(3.3

)

0.3

(3.0

)

(1.5

)

0.3

(1.2

)

Corporate (2)

(94.6

)

88.6

(6.0

)

(56.9

)

51.9

(5.0

)

Adjusted 1st Quarter

$

(259.2

)

$

130.9

$

(128.3

)

$

(153.4

)

$

76.9

$

(76.5

)

(1)

Gallagher incurred transaction-related costs, which include legal, consulting, employee compensation and other

professional fees associated with completed, future and terminated acquisitions. Adjustments primarily relate to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations, the acquisitions of Buck, Cadence Insurance,

Eastern Insurance Group, all of which closed in 2023, Woodruff Sawyer, which closed on April 10, 2025, and the pending acquisition of AssuredPartners.

(2)

Corporate pretax loss includes a net unrealized foreign exchange remeasurement loss of $(23.0) million in first

quarter 2025 and a net unrealized foreign exchange remeasurement gain of $0.6 million in first quarter 2024.

Interest and

banking costs and debt - At March 31, 2025, Gallagher had $9,550.0 million of borrowings from public debt, $3,523.0 million of borrowings from private placements and no borrowings under its line of credit facility. In

addition, Gallagher had $152.8 million outstanding under a revolving loan facility that provides funding for premium finance receivables, which are fully collateralized by the underlying premiums held by insurance carriers, and as such are

excluded from its debt covenant computations, as applicable. As previously announced, on April 3, 2025, Gallagher entered into an amendment and restatement to its Credit Agreement, dated as of June 22, 2023. The amendment and restatement,

among other things, extended the maturity date of the Credit Agreement from June 22, 2028 to April 3, 2030 and increased the commitment from $1,700.0 million to $2,500.0 million (including a $75.0 million letter of credit sub-facility and a $250.0 million Euro swingline sub-facility). Interest and banking costs in first quarter 2025 are higher than the same period in 2024 primarily due to

the debt issuances that occurred in February 2024 and December 2024.

Clean energy related - For 2025, this consists of operating results related

to Gallagher’s investments in new clean energy projects.

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 U.S. dollar. The gains

or losses, if any, associated with these hedge transactions are also included in acquisition costs.

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.

(6 of 13)

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 March 31, 2025 and 2024 were 18.8% and 20.7%, respectively.

Webcast Conference Call - Gallagher will host a webcast conference call on Thursday, May 1, 2025 at 5:30 p.m. ET/4:30 p.m. CT. To listen to this

call, please go to Arthur J. Gallagher & Co. - Events & Presentations (ajg.com). 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 Rolling Meadows, Illinois. Gallagher provides these services in approximately 130 countries around the world through its owned

operations and a network of correspondent brokers and consultants.

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; expected timing of completion of the AssuredPartners acquisition; acquisition rollover revenues, including estimated rollover revenues particularly of acquisitions larger than usualtuck-in acquisitions, such as Woodruff Sawyer; statements regarding changes in its expenses in the next several quarters; future capital structure changes, including debt levels from time to time; 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, fluctuations in interest and inflation rates; geo-economic fragmentation and protectionism such as tariffs, trade wars or similar governmental actions

affecting the flows of goods, services or currency; potential U.S. government shutdowns or gridlock over increasing the U.S. debt ceiling; political violence and instability, such as the armed conflicts in Ukraine and the Middle East; its actual

acquisition opportunities, including closing risks related to pending acquisitions, particularly those related to the acquisition of AssuredPartners; risks with respect to acquisitions larger than its usualtuck-in acquisitions, such as the acquisition of Buck, Cadence Insurance, Eastern Insurance Group, My Plan Manager, Woodruff Sawyer and the pending acquisition of AssuredPartners, including risks related to

its ability to successfully integrate operations, the possibility that its assumptions may be inaccurate resulting in unforeseen obligations or liabilities and failure to realize the expected benefits of these acquisitions; damage to its reputation

due to its failure to uphold its culture or negative perceptions or publicity, including as a result of amplifying effects that the Internet and social media may have on such perceptions; reputational issues related to its sustainability-related

activities, including potential backlash against such activities, and compliance with increasingly complex climate-related regulations, such as risks related to “greenwashing” and “greenhushing”; cybersecurity-related risks; its

ability to apply technology, data analytics and artificial intelligence effectively and potential increased costs resulting from such activities; risks associated with the use of artificial intelligence in its business operations, including

regulatory, data privacy, cybersecurity, errors and omissions, intellectual property and competition risks; heightened competition for talent and increased compensation costs; disasters or other business interruptions, including with respect to its

operations in India; risks related to its international operations, such as those related to regulatory, tax, sustainability, sanctions and anti-corruption compliance; changes to data privacy and protection laws and regulations; foreign exchange

rates; changes in accounting standards; changes in premium rates and in insurance markets generally, including the impact of large natural events; tax, environmental or other compliance risks related to its legacy clean energy investments; its

inability to receive dividends or other distributions from subsidiaries; and changes in the insurance brokerage industry’s competitive landscape.

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, 2024 and 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.

(7 of 13)

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-GAAPinformation 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.

•

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 (losses) 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

acquisitions of the Willis Towers Watson treaty reinsurance brokerage operations, Buck, 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 are associated with completed, future and terminated acquisitions. Costs

primarily relate to the acquisitions of the Willis Towers Watson treaty reinsurance brokerage operations, Buck, Cadence Insurance, Eastern Insurance Group and Woodruff Sawyer, which closed on April 10, 2025, and the pending acquisition of

AssuredPartners. 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 principally relate to changes in estimated acquisition earnout payables

adjustments and acquisition related compensation charges. In addition, from time to time may include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-upsand other balance sheet adjustments made after the closing date; the net impact of these on first quarter 2024 results was approximately $26 million of revenues and approximately $28 million of compensation expense.

•

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.

(8 of 13)

•

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, 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.

•

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, 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, which include disposals of a business through sale or closure, run-off of a business and the restructuring and/or repricing of programs and

products, 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 10 and 11), for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on page 1), for organic revenue measures (on

pages 2 and 4, respectively, for the Brokerage and Risk Management segments), for adjusted compensation and operating expenses and adjusted EBITDAC margin (on pages 3, 4 and 5, respectively, for the Brokerage and Risk Management segments).

(9 of 13)

Arthur J. Gallagher & Co.

Reported Statement of Earnings and EBITDAC - 1st Quarter March 31,

(Unaudited - in millions except per share, percentage and workforce data)

1st Q 2025

1st Q 2024

Brokerage Segment

Mar 31, 2025

Mar 31, 2024

Commissions

$

2,249.2

$

1,993.6

Fees

620.2

606.7

Supplemental revenues

113.9

93.9

Contingent revenues

92.9

86.0

Interest income, premium finance revenues and other income

238.4

84.7

Total revenues

3,314.6

2,864.9

Compensation

1,617.2

1,476.8

Operating

346.4

339.4

Depreciation

32.9

32.8

Amortization

203.6

156.0

Change in estimated acquisition earnout payables

15.4

(16.2

)

Expenses

2,215.5

1,988.8

Earnings before income taxes

1,099.1

876.1

Provision for income taxes

283.0

223.5

Net earnings

816.1

652.6

Net earnings attributable to noncontrolling interests

4.5

4.3

Net earnings attributable to controlling interests

$

811.6

$

648.3

EBITDAC

Net earnings

$

816.1

$

652.6

Provision for income taxes

283.0

223.5

Depreciation

32.9

32.8

Amortization

203.6

156.0

Change in estimated acquisition earnout payables

15.4

(16.2

)

EBITDAC

$

1,351.0

$

1,048.7

1st Q 2025

1st Q 2024

Risk Management Segment

Mar 31, 2025

Mar 31, 2024

Fees

$

364.6

$

344.5

Interest income and other income

8.8

8.3

Revenues before reimbursements

373.4

352.8

Reimbursements

39.0

38.6

Total revenues

412.4

391.4

Compensation

231.1

213.9

Operating

70.8

68.4

Reimbursements

39.0

38.6

Depreciation

9.5

10.9

Amortization

5.7

6.3

Change in estimated acquisition earnout payables

0.4

0.1

Expenses

356.5

338.2

Earnings before income taxes

55.9

53.2

Provision for income taxes

14.8

13.9

Net earnings

41.1

39.3

Net earnings attributable to noncontrolling interests

—

—

Net earnings attributable to controlling interests

$

41.1

$

39.3

EBITDAC

Net earnings

$

41.1

$

39.3

Provision for income taxes

14.8

13.9

Depreciation

9.5

10.9

Amortization

5.7

6.3

Change in estimated acquisition earnout payables

0.4

0.1

EBITDAC

$

71.5

$

70.5

See “Information Regarding Non-GAAPMeasures” beginning on page 8 of 13.

(10 of 13)

Arthur J. Gallagher & Co.

Reported Statement of Earnings and EBITDAC - 1st Quarter March 31,

(Unaudited - in millions except share and per share data)

1st Q 2025

1st Q 2024

Corporate Segment

Mar 31, 2025

Mar 31, 2024

Other income

$

0.4

$

0.4

Total revenues

0.4

0.4

Compensation

49.4

35.2

Operating

73.2

27.9

Interest

158.4

92.2

Depreciation

1.7

1.7

Expenses

282.7

157.0

Loss before income taxes

(282.3

)

(156.6

)

Benefit for income taxes

(134.0

)

(77.4

)

Net loss

(148.3

)

(79.2

)

Net loss attributable to noncontrolling interests

—

—

Net loss attributable to controlling interests

$

(148.3

)

$

(79.2

)

EBITDAC

Net loss

$

(148.3

)

$

(79.2

)

Benefit for income taxes

(134.0

)

(77.4

)

Interest

158.4

92.2

Depreciation

1.7

1.7

EBITDAC

$

(122.2

)

$

(62.7

)

1st Q 2025

1st Q 2024

Total Company

Mar 31, 2025

Mar 31, 2024

Commissions

$

2,249.2

$

1,993.6

Fees

984.8

951.2

Supplemental revenues

113.9

93.9

Contingent revenues

92.9

86.0

Interest income, premium finance revenues and other income

247.6

93.4

Revenues before reimbursements

3,688.4

3,218.1

Reimbursements

39.0

38.6

Total revenues

3,727.4

3,256.7

Compensation

1,897.7

1,725.9

Operating

490.4

435.7

Reimbursements

39.0

38.6

Interest

158.4

92.2

Depreciation

44.1

45.4

Amortization

209.3

162.3

Change in estimated acquisition earnout payables

15.8

(16.1

)

Expenses

2,854.7

2,484.0

Earnings before income taxes

872.7

772.7

Provision for income taxes

163.8

160.0

Net earnings

708.9

612.7

Net earnings attributable to noncontrolling interests

4.5

4.3

Net earnings attributable to controlling interests

$

704.4

$

608.4

Diluted net earnings per share

$

2.72

$

2.74

Dividends declared per share

$

0.65

$

0.60

EBITDAC

Net earnings

$

708.9

$

612.7

Provision for income taxes

163.8

160.0

Interest

158.4

92.2

Depreciation

44.1

45.4

Amortization

209.3

162.3

Change in estimated acquisition earnout payables

15.8

(16.1

)

EBITDAC

$

1,300.3

$

1,056.5

See “Information Regarding Non-GAAP Measures” beginning on page 8 of 13.

(11 of 13)

Arthur J. Gallagher & Co.

Consolidated Balance Sheet

(Unaudited - in millions except per share data)

Mar 31, 2025

Dec 31, 2024

Cash and cash equivalents

$

16,691.8

$

14,987.3

Fiduciary assets (includes fiduciary cash of $5,547.8 in 2025 and $5,481.3 in 2024)

31,769.3

24,712.1

Accounts receivable, net

4,520.2

3,895.9

Other current assets

457.8

518.0

Total current assets

53,439.1

44,113.3

Fixed assets - net

647.3

650.3

Deferred income taxes (includes tax credit carryforwards of $711.3 in 2025 and $771.8 in

2024)

890.2

959.1

Other noncurrent assets

1,494.9

1,354.4

Right-of-useassets

377.3

377.8

Goodwill

12,714.7

12,270.2

Amortizable intangible assets - net

4,532.2

4,530.1

Total assets

$

74,095.7

$

64,255.2

Fiduciary liabilities

$

31,769.3

$

24,712.1

Accrued compensation and other current liabilities

3,969.6

3,586.3

Deferred revenue - current

629.3

537.2

Premium financing debt

152.8

225.2

Corporate related borrowings - current

515.0

200.0

Total current liabilities

37,036.0

29,260.8

Corporate related borrowings - noncurrent

12,419.8

12,731.9

Deferred revenue - noncurrent

66.3

67.1

Lease liabilities - noncurrent

326.3

328.1

Other noncurrent liabilities

1,893.6

1,687.7

Total liabilities

51,742.0

44,075.6

Stockholders’ equity:

Common stock - issued and outstanding

256.1

250.0

Capital in excess of par value

17,475.1

16,068.9

Retained earnings

5,522.9

4,985.7

Accumulated other comprehensive loss

(934.0

)

(1,151.1

)

Total controlling interests stockholders’ equity

22,320.1

20,153.5

Noncontrolling interests

33.6

26.1

Total stockholders’ equity

22,353.7

20,179.6

Total liabilities and stockholders’ equity

$

74,095.7

$

64,255.2

Arthur J. Gallagher & Co.

Other Information

(Unaudited -

data is rounded where indicated)

1st Q Ended

4th Q Ended

1st Q Ended

OTHER INFORMATION

Mar 31, 2025

Dec 31, 2024

Mar 31, 2024

Basic weighted average shares outstanding (000s)

254,819

226,425

217,464

Diluted weighted average shares outstanding (000s)

259,421

231,059

221,957

Number of common shares outstanding at end of period (000s)

*

256,053

*

249,999

218,516

Workforce at end of period (includes acquisitions):

Brokerage

43,120

42,091

39,989

Risk Management

10,594

10,339

9,832

Total Company

57,285

55,977

52,980

*

Gallagher completed a follow on public offering of 30,357,143 shares of its common stock on December 11,

2024 and 4,553,571 shares of its common stock on January 7, 2025, intended to fund a portion of the pending acquisition of AssuredPartners.

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

1st Q Ended March 31, 2025

Brokerage, as reported

$

1,099.1

$

283.0

$

816.1

$

4.5

$

811.6

$

3.13

Net (gains) on divestitures

(6.4

)

(1.6

)

(4.8

)

—

(4.8

)

(0.02

)

Acquisition integration

44.0

11.1

32.9

—

32.9

0.13

Workforce and lease termination

17.9

4.5

13.4

—

13.4

0.05

Acquisition related adjustments

32.9

8.3

24.6

—

24.6

0.09

Amortization of intangible assets

203.6

51.4

152.2

—

152.2

0.59

Brokerage, as adjusted

$

1,391.1

$

356.7

$

1,034.4

$

4.5

$

1,029.9

$

3.97

Risk Management, as reported

$

55.9

$

14.8

$

41.1

$

—

$

41.1

$

0.16

Net (gains) on divestitures

(0.2

)

(0.1

)

(0.1

)

—

(0.1

)

—

Acquisition integration

1.6

0.5

1.1

—

1.1

—

Workforce and lease termination

3.2

0.9

2.3

—

2.3

0.01

Acquisition related adjustments

0.4

0.1

0.3

—

0.3

—

Amortization of intangible assets

5.7

1.5

4.2

—

4.2

0.02

Risk Management, as adjusted

$

66.6

$

17.7

$

48.9

$

—

$

48.9

$

0.19

Corporate, as reported

$

(282.3

)

$

(134.0

)

$

(148.3

)

$

—

$

(148.3

)

$

(0.57

)

Transaction-related costs

23.1

3.1

20.0

—

20.0

0.08

Corporate, as adjusted

$

(259.2

)

$

(130.9

)

$

(128.3

)

$

—

$

(128.3

)

$

(0.49

)

See “Information Regarding Non-GAAP Measures” beginning on page 8 of 13.

(12 of 13)

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

1st Q Ended March 31, 2024

Brokerage, as reported

$

876.1

$

223.5

$

652.6

$

4.3

$

648.3

$

2.92

Net (gains) on divestitures

(0.5

)

(0.1

)

(0.4

)

—

(0.4

)

—

Acquisition integration

48.7

12.3

36.4

—

36.4

0.16

Workforce and lease termination

11.6

2.9

8.7

—

8.7

0.04

Acquisition related adjustments

(11.1

)

(2.8

)

(8.3

)

(3.0

)

(5.3

)

(0.02

)

Amortization of intangible assets

156.0

39.3

116.7

—

116.7

0.53

Effective income tax rate impact

—

2.6

(2.6

)

—

(2.6

)

(0.01

)

Levelized foreign currency translation

(8.3

)

(2.0

)

(6.3

)

—

(6.3

)

(0.03

)

Brokerage, as adjusted

$

1,072.5

$

275.7

$

796.8

$

1.3

$

795.5

$

3.59

Risk Management, as reported

$

53.2

$

13.9

$

39.3

$

—

$

39.3

$

0.18

Net losses on divestitures

0.2

0.1

0.1

—

0.1

—

Acquisition integration

0.7

0.2

0.5

—

0.5

—

Workforce and lease termination

1.2

0.3

0.9

—

0.9

—

Acquisition related adjustments

0.1

—

0.1

—

0.1

—

Amortization of intangible assets

6.3

1.8

4.5

—

4.5

0.02

Levelized foreign currency translation

0.1

—

0.1

—

0.1

—

Risk Management, as adjusted

$

61.8

$

16.3

$

45.5

$

—

$

45.5

$

0.20

Corporate, as reported

$

(156.6

)

$

(77.4

)

$

(79.2

)

$

—

$

(79.2

)

$

(0.36

)

Transaction-related costs

3.2

0.5

2.7

—

2.7

0.02

Corporate, as adjusted

$

(153.4

)

$

(76.9

)

$

(76.5

)

$

—

$

(76.5

)

$

(0.34

)

See “Information Regarding Non-GAAP Measures” on page 8 of 13.

Contact:

Ray Iardella

Vice President - Investor Relations

630-285-3661 or ray_iardella@ajg.com

(13 of 13)

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

2——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

1——
Recession

recession, downturn, contraction, slowdown

0——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

2——
Buybacks

share repurchase, buyback program

0——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor