INVESTOR PRESENTATION. September 2018

Transcription

1 INVESTOR PRESENTATION September 2018

2 Cautionary Note on New Accounting Standard and Information on Forward-Looking Statements Cautionary Note Regarding New Revenue Recognition Accounting Standard The financial information for 2016 and prior periods in the slides that follow is presented under Old GAAP i.e., before implementation of the new revenue recognition accounting standard (ASC Topic 606), which we adopted as of January 1, 2018, using the full retrospective method. Information Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of Examples of forward-looking statements in this presentation include, but are not limited to, statements regarding: (i) earnings from our clean energy investments, and expected future tax rates; (ii) future dividends; (iii) improvements in our new business production; (iv) tuck-in M&A activity; (v) global brand recognition; (vi) the leveraging of internal resources across divisions and borders; (vii) our status as the premier provider of claims management services; (viii) our global presence in the claims space; (ix) our ability to stay in front of improvements in technology; (x) our ability to leverage resources across borders; (xi) commercial P&C pricing; (xii) drivers and expected levels of our organic growth; (xiii) future M&A opportunities, including bolt-on acquisitions to our platforms ; (xiv) increasing productivity and quality; (xv) our management team; (xvi) our use of leverage; (xvii) our balance sheet; and (xviii) our return to shareholders. Statements regarding our clean energy investments and future effective tax rates could be materially impacted by various risk and uncertainties, including uncertainties related to political and regulatory risks, such as potential actions by Congress or challenges by the IRS eliminating or reducing the availability of tax credits under IRC Section 45 retroactively and/or going forward; the ability to maintain and find co-investors; the potential for divergent business objectives by co-investors and other stakeholders; plant operational risks, including supply-chain risks; utilities future use of, or demand for, coal; the market price of coal; the costs of moving a clean coal plant; intellectual property litigation risks; and environmental risks. The other forward-looking statements referred to above could be materially impacted by declines in premiums or other adverse trends in the insurance industry; an economic downturn (including as a result of Brexit, trade wars or tariffs); tax reform, including new interpretations or guidance from regulators; competitive pressures in our businesses; failure to successfully or cost-effectively integrate recently acquired businesses; risks to our acquisition strategy, including continuing consolidation in our industry and increased interest in acquiring insurance brokers by private equity firms; our failure to attract and retain key executives and other personnel; risks arising from our international operations, including political and economic uncertainty and regulatory and legal compliance risk; concentration of large amounts of revenue with certain clients in our risk management segment; failure to apply technology effectively in our businesses; business continuity and cybersecurity risks; damage to our reputation; and failure to comply with regulatory requirements, including the FCPA, other anti-corruption laws, sanctions laws, and data privacy laws. Please refer to Gallagher s filings with the SEC, including Item 1A, Risk Factors, of its most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q for a more detailed discussion of these and other factors that could impact its forward-looking statements. 2

3 Information Regarding Non-GAAP Measures This presentation includes references to Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted Revenues, Adjusted Operating Expense Ratio and Organic Revenue Growth, which are measures not in accordance with, or an alternative to, the GAAP information provided herein. Earnings Measures - Gallagher believes that each of Adjusted EBITDAC and Adjusted EBITDAC margin, as defined below, provides a meaningful representation of its operating performance and improves the comparability of Gallagher s results between periods by eliminating the impact of certain items that have a high degree of variability. EBITDAC is defined as net earnings before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables. Adjusted EBITDAC is EBITDAC further adjusted to exclude gains realized from sales of books of business, acquisition integration costs related to large acquisitions, workforce related charges, lease termination related charges, acquisition related adjustments and the period-over-period impact of foreign currency translation, as applicable. Adjusted EBITDAC margin is defined as Adjusted EBITDAC divided by Adjusted Revenues (defined below). The most directly comparable GAAP measure for these non-gaap earnings measures is net earnings. For the two segments (Brokerage Segment & Risk Management Segment) on a combined basis, net earnings was $174 million, $199 million, $253 million, $306 million, $325 million, $414 million, $470 million and $582 million in 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2Q 2018 on trailing twelve month basis. For the Brokerage Segment, net earnings were $262 million and $367 million in the first half of 2017 and 2018, respectively. For the Risk Management Segment, net earnings were $27 million and $34 million in the first half of 2017 and 2018, respectively. See Cautionary Note on page 2. Revenue and Expense Measures - Gallagher believes that Adjusted Revenues and Adjusted Operating Expense Ratio, each as defined below, provides stockholders and other interested persons with useful information that will assist such persons in analyzing Gallagher s operating results as they develop a future outlook for Gallagher. Gallagher believes that Organic Revenue Growth provides a comparable measurement of revenue growth that is associated with the revenue sources that will continue in the future. Gallagher has historically viewed organic revenue growth as an important indicator when assessing and evaluating the performance of its Brokerage and Risk Management segments. Gallagher also believes that using this measure allows financial statement users to measure, analyze and compare the growth from its Brokerage and Risk Management segments in a meaningful and consistent manner. Adjusted Revenues is defined as revenues, Revenues (for the Brokerage segment), revenues before reimbursements (for the Risk Management segment beginning in 2017), adjusted to exclude gains realized from sales of books of business, acquisition integration costs for large acquisitions, workforce related charges, lease termination related charges, acquisition related adjustments, and the period-over-period impact of foreign currency translation, as applicable. Adjusted Operating Expense Ratio is defined as operating expense, adjusted to exclude the items listed above for Adjusted Revenues, as applicable, divided by Adjusted Revenues. Organic Revenue Growth. For the Brokerage segment, organic change in commission and fee revenues excludes the first twelve months of net commission and fee revenues generated from acquisitions and the net commission and fee revenues related to operations disposed of in each year presented. These commissions and fees are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of Gallagher in both the current and prior year. In addition, change in commission and fee revenue organic growth excludes the period-over-period impact of foreign currency translation. For the Risk Management segment, organic change in fee revenues excludes the first twelve months of fee revenues generated from acquisitions and the fee revenues related to operations disposed of in each year presented. In addition, change in organic growth excludes the impact of the period-over-period impact of foreign currency translation to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability or are due to the limited-time nature of these revenue sources. The most directly comparable GAAP measure for Adjusted Revenues and Organic Growth is reported revenues. For the Brokerage Segment, reported revenues were $533 million, $679 million, $783 million, $863 million, $946 million, $1,007 million, $1,114 million, $1,188 million, $1,276 million, $1,329 million, $1,544 million, $1,812 million, $2,126 million, $2,896 million, $3,324 million, $3,528 million, $3,831 million, $1,979 and $2,187 in 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, the first half of 2017 and the first half of 2018, respectively. For the Risk Management Segment, reported revenues were $427 million and $467 million in the first half of 2017 and the first half of 2018, respectively. On a combined basis (Brokerage Segment & Risk Management Segment) reported revenues were $2,408 million, $2,663 million and $4,944 million in the first half of 2017, the first half of 2018 and on trailing twelve month basis as of 2Q 2018, respectively. See Cautionary Note on page 2. The most directly comparable GAAP measure for Adjusted Operating Expense Ratio is reported operating expense, which was $247 million and $614 million in 2008 and 2017, respectively, for the Brokerage Segment and $126 million and $165 million in 2008 and 2017, respectively, for the Risk Management Segment. Reconciliations For reconciliations, please see the examples set forth in our filings with the Securities and Exchange Commission covering periods prior to 2017 and the examples set forth in Non-GAAP Reconciliation on Gallagher s Web site at ajg.com/ir covering 2017 and after. 3

4 Who We Are Founded in 1927 Public since 1984 One of the World s leading insurance brokers* One of the World s largest P&C third-party administrators* Key Facts Key Shareholder Data 34 Countries*** $4.8B Total Adjusted Revenue** 28,992 Employees $242M Acquired Revenue** 2.3% Dividend Yield*** $73.11 High $57.19 Low 52-Week Range*** $ Q3 Dividend/Share Outstanding 182.6M Shares As of June 30, 2018 unless otherwise indicated *According to Business Insurance **Brokerage & Risk Management adjusted revenue and annualized acquired revenue for the trailing twelve months ended June 30, 2018 ***as of August 24, 2018 $13.2B Market Cap*** AJG NYSE 4

5 Snapshot of Core Operations BROKERAGE SEGMENT 84% of revenue* We sell insurance and consult on insurance programs Property/Casualty and employee benefits Retail and wholesale Primarily middle-market commercial clients and individuals 76% of C&F revenue is commission 24% is fee-based RISK MANAGEMENT SEGMENT 16% of revenue* We adjust claims and help companies and carriers reduce their losses Workers compensation, liability, managed care, auto and property Modest amount of storm/earthquake claims Primarily Fortune 1000 clients More than 90% of 2017 revenue from non-affiliated brokerage customers and their clients *Brokerage & Risk Management adjusted revenue for the trailing twelve months ended June 30,

6 Diverse Revenue Base Brokerage* RETAIL P/C 57% Risk Management* WORKERS COMPENSATION 64% RETAIL BENEFITS 27% WHOLESALE 16% LIABILITY 32% DOMESTIC 66% INTERNATIONAL 34% DOMESTIC 84% PROPERTY 4% *Brokerage & Risk Management revenue for the trailing twelve months ended June 30, 2018 INTERNATIONAL 16% 6

7 Brokerage - 1H 2018 Adjusted Revenues $2,300 $2,100 $1,900 $1,700 (in $M) 9% $2,014 $2, Total Organic Growth 6.0% 5.0% 4.0% 3.0% 3.4% 5.3% 2.0% Adjusted EBITDAC $700 11% Adjusted EBITDAC Margin 31.0% $650 $600 $550 (in $M) $605 $ % 30.0% 29.5% 29.0% 30.0% 30.6% See important disclosures regarding Non-GAAP measures on Page 3. 7

8 Risk Management 1H 2018 Adjusted Revenues $400 $380 $360 $340 (in $M) Adjusted EBITDAC $72 $68 $64 $60 $56 (in $M) 10% $360 $ % $60 $ Total Organic Growth 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 2.2% 8.9% Adjusted EBITDAC Margin 17.4% 17.2% 17.0% 16.8% 16.6% 16.8% 17.1% 16.4% See important disclosures regarding Non-GAAP measures on Page 3. 8

9 Brk & RM Segments 1H 2018 Adjusted Revenues $2,600 $2,400 $2,200 $2,000 (in $M) Adjusted EBITDAC $800 $750 $700 $650 $600 $550 (in $M) 9% $2,374 $2, % $665 $ Total Organic Growth 8.0% 6.0% 4.0% 2.0% 3.2% 5.9% 0.0% Adjusted EBITDAC Margin 29.0% 28.5% 28.0% 28.0% 28.5% 27.5% See important disclosures regarding Non-GAAP measures on Page 3. 9

10 Net Earnings from Clean Energy $150 $140 $130 $120 $110 $100 $90 $80 $70 $60 $50 $40 $30 $20 $10 $0 -$10 (in $M) $6.7 $2.2 $31.0 $57.2 $79.9 $95.4 $95.7 $110.3 $114.9 ($6.1) * E Estimated net earnings for 2017 and prior periods have been presented as if the US Corporate tax rate was 26% (21% Federal and 5% State). 2018E represents the mid-point of most recent estimate contained within the July 26, 2018 CFO Commentary. *Excludes a non-cash after tax gain of $14.1m from a reconsolidation accounting gain, related to clean-energy investments, recorded in

11 Tax Credit Carryforwards $800 $700 $600 should reduce our US federal cash taxes paid for many years to come. $500 $400 $300 $200 $100 $0 (in $M) $112.3 $147.4 $233.4 $341.6 $477.9 $683.3 $ June

12 Dividends Per Share $1.80 $1.60 $1.64* $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $ E *Indicated On July 24, 2018, Gallagher s Board of Directors declared a $0.41 per share third-quarter 2018 dividend. 12

13 1H 2018 Business Highlights Brokerage & Risk Management Combined 9% 5.9% adjusted revenue growth total organic growth 11% adjusted EBITDAC growth 53 bps margin improvement See important disclosures regarding Non-GAAP measures on Page 3. 13

14 1H 2018 Business Highlights M&A - Brokerage & Risk Management Combined $175m in acquired revenues +19 new merger partners Fair valuations ~8.5x EBITDAC Focus on tuck-in opportunities See important disclosures regarding Non-GAAP measures on Page 3. 14

15 1H 2018 Business Highlights Clean Energy $66.9m of net earnings 13% increase in credits produced over 1H

16 Where We Are Going BROKERAGE SEGMENT Improving new business production Continuing tuck-in M&A Increasing global brand recognition Leveraging internal resources and processes across divisions RISK MANAGEMENT SEGMENT To be premier provider of claims management services with superior outcomes Increasing global presence in claims space U.S. clients with global operations Expanding via M&A/new partners Staying in front of improving technology Increasing brand recognition globally Leveraging resources across borders 16

17 Commercial P&C Pricing Shows Shallow Cycle Stable Market CPI Rates Commercial Rate Index reflects the cost of P&C premiums relative to the year Constructed using Counsel of Insurance Agents and Brokers (CIAB) data. CPI index uses data from the Bureau of Labor Statistics. 17

18 Shows Shallow Pricing Cycle 6.0% 4.0% 2.0% 0.0% -2.0% -4.0% 5.0% 5.2% 4.4%4.3% 4.3% 3.9% 3.4% 2.7% 2.1% 1.5% 1.7% 1.5% 0.9% 0.1% 0.3% -0.1% -0.5% -0.7% -1.3% -2.3% -2.9% -3.3% -3.1%-2.8% -2.5% -2.8% -3.2%-3.3% -3.7% -3.9% -6.0% CIAB Change in Average Commercial Rates 18

19 Sales Culture Performs Through Cycle Gallagher Brk Organic CIAB - Change in Avg. Commercial Rates 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% -5.0% -10.0% -15.0% 19.8% 19.8% 14.0% Hard Market 16.0% 8.1% 10.0% 2.0% 2.0% -4.1% -8.0% 5.0% -5.2% Soft Market 2.0% -12.1% -11.0% -0.8% -2.4% -1.7% -5.4% -5.6% 3.1% 0.2% 4.4% 5.6% 3.8% 3.8% 3.4% 4.4% 3.8% Shallow Market 0.1% -2.9% -3.5% 4.4% 5.6% H18-1.6% AJG Brk Organic 0.6% CIAB CIAB is the 4 quarter average. Gallagher s Brokerage Segment Organic Growth excluding Contingent Commissions. See Cautionary Note on page 2 regarding the new revenue recognition accounting standard. See also important disclosures regarding Non-GAAP measures on Page 3. 19

20 Shallow Rate Cycle Is Better for: CLIENTS CARRIERS & BROKERS 20

21 Consistent Growth Strategy 21

22 Consistent Growth Strategy Organic 22

23 Driving Brokerage Organic Growth 23

24 Niche Expertise Teams Brokerage Affinity Automotive Aviation Construction Energy Entertainment Environmental Equity Advisors Financial Institutions Food/Agribusiness Global Risks Healthcare Higher Education K12 Education Law Firms Life Sciences Marine Not-for-Profit Personal Private Client Public Entity Real Estate/ Hospitality Religious Restaurant Technology Trade Credit/ Political Risk Transportation 24

25 Driving Risk Management Organic Growth 25

26 Risk Management Growth Focuses on Four Market Segments PUBLIC SECTOR ENTITIES ALTERNATIVE MARKET PARTICIPANTS LARGE COMMERCIAL ENTITIES INSURANCE CARRIERS 26

27 Consistent Growth Strategy M&A 27

28 Acquisition Revenue Growth $900 $800 $700 $600 Domestic Property & Casualty Risk Management Employee Benefits Foreign Property & Casualty $500 $400 $300 $200 $100 $ H2018 Annualized Revenues Acquired (in $M s) See Cautionary Note on page 2 regarding the new revenue recognition accounting standard. 28

29 M&A Opportunities Continue Vast Pipeline Acquisition Units Limited Consolidators Core Competency Domestic and international markets highly fragmented 18,000+ agents/ brokers just in the U.S. Retail P&C Wholesale Benefits Culture Proven history Ability to integrate Need Gallagher s expertise International Baby boomers looking for exit strategy MGA/MGU Captive TPA 29

30 Platforms In Place for Bolt-on M&A 30

31 International Correspondent Broker Network Client Capabilities in 150 Countries 31

32 Productivity and Quality Initiatives 32

33 Focus Continues: Optimizing Productivity & Quality Utilizing Centers of Excellence Harmonizing Systems Leveraging Sales Force Management Tools Investing in Business Intelligence, Data & Analytics CONTINUE TO IMPROVE PRODUCTIVITY AND QUALITY Utilizing Sourcing to Manage Expenses Building Productivity Tools DMS and Workflow Optimizing Real Estate Footprint Standardizing Processes 33

34 Benefits Continue: From Centers of Excellence Foster Innovation Reduce Costs Increase Speed to Market Focus on Core Improve Quality 34

35 Behind the Scenes Efforts Centers of Excellence Update Accounting support Claims support Policy checking Policy issuance We now have more than 4,000 associates Improve quality Control operating costs Reduce E&O costs Easy for new acquisitions to leverage Renewal support Certificates of insurance 35

36 Reduced Adjusted Operating Expense Ratio Brokerage 22.0% 21.0% 20.0% 19.0% 18.0% 17.0% 16.0% Risk Management 28.0% 27.0% 26.0% 25.0% 24.0% 23.0% 15.0% 14.0% 20.8% 15.7% % 21.0% 27.0% 22.4% See Cautionary Note on page 2 regarding the new revenue recognition accounting standard as 2017 ratios above reflect the adoption ASC 606, while the 2008 ratios do not. See also important disclosures regarding Non-GAAP measures on Page 3. 36

37 Brokerage & Risk Management Adjusted EBITDAC Margin 27.0% 26.0% 25.0% 24.0% 23.0% 22.0% 21.0% 20.0% 19.0% 18.0% 20.4% 21.2% 22.1% 23.6% 24.5% 25.3% 25.6% 26.0% * See Cautionary Note on page 2 regarding the new revenue recognition accounting standard. See also important disclosures regarding Non- GAAP measures on Page 3. Note that the 2017 brokerage and risk management segment adjusted EBITDAC margin has been restated to reflect the new revenue recognition accounting standard. *2018 is on trailing twelve months basis as of 6/30/

38 Relentless Focus on Quality and Customer Service Claims Management Firm of the Year U.S. CAPTIVE REVIEW AWARDS A Top 100 Internship Program WAYUP Best Casualty Claims Handling Insured/TPA 2018 ADVISEN CLAIMS SATISFACTION SURVEY A Top Best Culture Company in Metro Chicago 2017 USA TODAY UK Insurance Broker of the Year REACTIONS LONDON MARKET AWARDS Caribbean Broker of the Year REACTIONS LATIN AMERICA AWARDS UK Group Risk Adviser of the Year 2017 UK CORPORATE ADVISER Best UK Employee Benefit Consultant 2016 REWARD GUIDE VIB AWARDS CEREMONY Best Sales/Leadership Program (non-store/restaurant) 2016 LEADERSHIP EXCELLENCE PART OF HR.COM 38

39 Maintaining Culture 39

40 Maintain Unique Culture The Gallagher Way since

41 One of the World s Most Ethical Companies as Recognized by Ethisphere seven years in a row Industry-leading commitment to ethics and dedication to integrity Chosen for: Promoting ethical business standards and practices Exceeding legal compliance standards Innovating to benefit the public Demonstrating that corporate citizenship is tied to company success 41

42 Why Invest? You Believe Our Company Has: Right management Unique culture Proven growth strategy Continuing M&A opportunities Increasing productivity/quality Good use of leverage Strong balance sheet Excellent return to shareholders GALLAGHER IS WELL POSITIONED FOR FUTURE GROWTH 42

43 Why Invest? We Are Just Getting Started! 800% 700% 600% 674 % AJG 500% 400% 300% 200% 100% 165 % S&P 500 0% -100% Source for data: Bloomberg. Total returns from 1/1/2000 6/30/2018 include reinvestment of dividends. 43

44 Additional Information: Ray Iardella Vice President, Investor Relations Phone: