-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Im9eTZJC55nHR3N21IhuOsnxDAf/fx5lps/5++uuqy2Yo80yqWIGVdR7a03JMSGp wj7tsqgaM95g6Az+X/lFQQ== 0000950131-96-000860.txt : 19960305 0000950131-96-000860.hdr.sgml : 19960305 ACCESSION NUMBER: 0000950131-96-000860 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960304 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALLAGHER ARTHUR J & CO CENTRAL INDEX KEY: 0000354190 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 362151613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09761 FILM NUMBER: 96530693 BUSINESS ADDRESS: STREET 1: TWO PIERCE PL CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 7087733800 10-K 1 FORM 10-K - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-9761 --------- ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) DELAWARE 36-2151613 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) Two Pierce Place 60143-3141 Itasca, Illinois (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (708) 773-3800 --------- Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE Common Stock, par value ON WHICH REGISTERED $1.00 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None --------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the last reported price at which the stock was sold on February 29, 1996 was $543,616,000. The number of outstanding shares of the registrant's Common Stock, $1.00 par value, as of February 29, 1996 was 15,611,379. PORTIONS OF DOCUMENTS INCORPORATED BY PART OF FORM 10-K INTO WHICH DOCUMENT REFERENCE INTO THIS REPORT IS INCORPORATED ARTHUR J. GALLAGHER & CO. PART III Proxy Statement dated March 29, 1996 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART I ITEM 1. BUSINESS. Arthur J. Gallagher & Co. (the "Registrant") and its subsidiaries (the Registrant and its subsidiaries are collectively referred to as the "Company" unless the context otherwise requires) are engaged in providing insurance brokerage, risk management and related services to clients in the United States and abroad. The Company's principal activity is the negotiation and placement of insurance for its clients. The Company also specializes in furnishing risk management services. Risk management involves assisting clients in analyzing risks and determining whether proper protection is best obtained through the purchase of insurance or through retention of all or a portion of those risks and the adoption of corporate risk management policies and cost-effective loss control and prevention programs. Risk management services also include claims management, loss control consulting and property appraisals. The Company believes that its ability to deliver a comprehensively structured risk management and brokerage service is one of its major strengths. The Company operates through a network of approximately 140 offices located throughout the United States and five abroad. Some of these offices are fully staffed with sales, marketing, claims and other service personnel; others function as servicing offices for the brokerage and risk management service operations of the Company. The Company's international operations include a Lloyd's broker and affiliated companies in London and facilities in Bermuda, U.K., Scotland and Singapore. The Company was founded in 1927 and was reincorporated as a Delaware corporation in 1972. The Company's executive offices are located at Two Pierce Place, Itasca, Illinois 60143, and its telephone number is (708) 773-3800. The Company has not presented industry segment information as its operations are predominantly those of insurance brokerage and risk management and other related insurance services. BROKERAGE OPERATIONS The Company places insurance for and services commercial, industrial, institutional, governmental, religious and personal accounts throughout the United States and abroad. The Company acts as an agent in soliciting, negotiating and effecting contracts of insurance through insurance companies world-wide, and also as a broker in procuring contracts of insurance on behalf of insureds. Specific coverages include all forms of property and casualty, marine, employee benefits, pension and life insurance products. The Company places surplus lines coverages (coverages not available from insurance companies licensed by the states in which the risks are located) for various specialized risks. The Company also provides reinsurance services to its clients. RISK MANAGEMENT SERVICES Through its wholly-owned subsidiary, Gallagher Bassett Services, Inc., the Company provides a variety of professional consulting services to assist clients in analyzing risks and in determining whether proper protection is best obtained through the purchase of insurance or through retention of all or a portion of those risks and the adoption of risk management policies and cost- effective loss control and prevention programs. A full range of risk management services is offered including claims management, risk control consulting services, information management and property appraisals on a totally integrated or select, stand-alone basis. Gallagher Bassett Services, Inc. provides these services for the Company's clients through a network of over 100 offices throughout the United States. The Company believes that its risk management services are an important factor in securing new brokerage business and retaining brokerage clients. The Company also markets these services directly to the client on an unbundled basis independently of brokerage services in order to capitalize on the interest in self-insurance created by market conditions. These services include consulting on a wide range of risk management needs such as toxic waste disposal, handling of dangerous cargo, workers' compensation, medical cost containment, substance abuse, employment-related background investigations, loss prevention, property appraisals, and liability reserve reviews. Such efforts have contributed substantially to the growth in the Company's fee revenues. In connection with its risk management services, the Company provides self- insurance programs for large institutions, risk sharing pools and associations, and large commercial and industrial customers. Self-insurance, as administered by the Company, is a program in which the client assumes a manageable portion of its insurance risks, usually (although not always) placing the less predictable and larger loss exposures with an excess carrier. The Company's offices are staffed to provide services relating to claims, property appraisals, loss control consulting and computerized record keeping in administering the clients' programs. The Company's Gallagher Benefit Services Division specializes in risk management of human resources through fully insured and self-insured programs. This division provides employee benefit services in connection with the design, financing, implementation, administration and communication of compensation and employee benefit programs (including pension and profit-sharing plans, group life, health, accident and disability insurance programs and tax deferral plans), and provides other professional services in connection therewith. Services are supported by an on-line data processing system provided by an outside vendor. MARKETS AND MARKETING A substantial portion of the commission and fee business of the Company is derived from institutions, not-for-profit organizations, municipal and other governmental entities and associations. In addition, the Company's clients include large United States and multinational corporations engaged in a broad range of commercial and industrial businesses. The Company also places insurance for individuals. The Company services its clients through its network of approximately 140 offices in the United States and five abroad. No material part of the Company's business is dependent upon a single customer or on a few customers, the loss of any one or more of which would have a materially adverse effect on the Company. In 1995, the largest single customer represented approximately 1% of total revenues. The Company believes that its ability to deliver comprehensively structured risk management and brokerage services, including the placement of reinsurance, is one of its major strengths. The Company also believes that its risk management business enhances and attracts other brokerage business due to the nature and strength of business relationships which it forms with clients when providing a variety of risk management services on an on-going basis. The Company requires its employees serving in a sales or marketing capacity, including certain executive officers of the Company, to enter into agreements with the Company restricting disclosure of confidential information and solicitation of clients and prospects of the Company upon their termination of employment. The confidentiality and non-solicitation provisions of such agreements terminate in the event of a hostile change in control of the Company, as defined therein. COMPETITION The Company believes it is the eighth largest insurance broker in the United States and in the top nine worldwide in terms of total revenues. The insurance brokerage and service business is highly competitive and there are many insurance brokerage and service organizations as well as individuals throughout the world who actively compete with the Company in every area of its business. A number of competing firms are significantly larger and some have many times the commission and/or fee revenues of the Company. There 2 are firms in a particular region or locality which are as large or larger than the particular local office of the Company. The Company believes that the primary factors determining its competitive position with other organizations in its industry are the overall cost and the quality of services rendered. The Company is also in competition with certain insurance companies which write insurance directly for their customers. Government benefits relating to health, disability, and retirement are also alternatives to private insurance and hence indirectly compete with the business of the Company. To date, such direct writing and government benefits have had, in the opinion of the Company, relatively little effect on its business and operations, but the Company can make no prediction as to their effect in the future. REGULATION In every state and foreign jurisdiction in which the Company does business, the Company or an employee is required to be licensed or receive regulatory approval in order for the Company to conduct business. In addition to licensing requirements applicable to the Company, most jurisdictions require that individuals who engage in brokerage and certain insurance service activities be personally licensed. The Company's operations depend on its continued good standing under the licenses and approvals pursuant to which it operates. Licensing laws and regulations vary from jurisdiction to jurisdiction. In all jurisdictions the applicable licensing laws and regulations are subject to amendment or interpretation by regulatory authorities, and generally such authorities are vested with relatively broad and general discretion as to the granting, renewing and revoking of licenses and approvals. INTERNATIONAL OPERATIONS Arthur J. Gallagher (UK) Limited, is a wholly-owned Lloyd's brokerage subsidiary of the Company. This subsidiary is a London based insurance broker which provides brokerage services to clientele primarily located outside of the United Kingdom ("U.K."). The principal activity of Arthur J. Gallagher (UK) Limited is to negotiate and place insurance and reinsurance with Lloyd's underwriters and insurance companies worldwide. Its brokerage services encompass four major categories: aviation, direct marine hull and cargo, reinsurance (marine and non-marine) and overseas property and casualty (predominantly North America). Although Arthur J. Gallagher (UK) Limited is located in London, the thrust of its business development has been with non-U.K. brokers, agents and insurers rather than domestic U.K. retail business. This subsidiary presently services clients in approximately 40 countries, with approximately 58% of its brokerage income originating in the United States. Its clients are primarily insurance and reinsurance companies, underwriters at Lloyd's, the Company and its non- U.K. subsidiaries, other independent agents and brokers, and major business corporations requiring direct insurance and reinsurance placement. Risk Management Partners LTD ("RMP") is a company that is 50% owned by a subsidiary of Arthur J. Gallagher & Co. and 50% owned by a subsidiary of American Re Corporation, one of the world's largest and most prominent reinsurance companies. RMP was created in early 1995 to market insurance products and risk management services to public entities in the U.K. where market conditions for the governmental sector are very similar to the conditions that existed in the United States during the early to middle 1980s. In this market, only a small number of carriers are offering coverage and there is little discussion of alternative approaches. RMP sees a strong demand for alternatives in this marketplace and is poised to fill that need with products and services delivered by professionals with years of experience in public entity business. Arthur J. Gallagher & Co. (Bermuda) Limited provides clients with direct access to the risk-taking capacity of Bermuda-based insurers for both direct and reinsurance placements. It also acts as a wholesaler to the Company's marketing efforts by accessing foreign insurance and reinsurance companies in the placing of U.S. and foreign risks. In addition, it provides services relating to the formation and management of offshore captive insurance companies. 3 A Company subsidiary, Arthur J. Gallagher International, Inc., located in Rhode Island, provides brokerage services to and arranges overseas risk management and loss control services for multinational organizations. Gallagher Bassett International LTD. ("GBI"), a subsidiary of Gallagher Bassett Services, Inc., provides risk management services for foreign operations, as well as U.S. operations that are foreign-controlled. Headquartered in London, GBI works with insurance companies, reinsurance companies, overseas brokers, and risk managers of overseas organizations. Services are offered on an unbundled basis wherever applicable and include consulting, claims management, information management, loss control, and property valuations. GBI's service network includes over 120 associate offices throughout the world. The combination of Gallagher Bassett offices and affiliated locations provides one of the most comprehensive worldwide service networks available. Additional information relating to the Company's foreign operations is contained in Note 14 of Notes to Consolidated Financial Statements. COMMISSIONS AND FEES The two major sources of operating revenues are commissions from brokerage and risk management operations and service fees from risk management operations. Information with respect to these two major sources as well as investment income and other revenue for each of the three years in the period ended December 31, 1995 are set forth below:
1995 1994 1993 -------------- -------------- -------------- % OF % OF % OF AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL -------- ----- -------- ----- -------- ----- (IN THOUSANDS) Commissions........................ $235,877 57% $216,471 59% $193,423 57% Fees............................... 160,052 39 141,501 38 128,754 38 Investment income and other........ 16,069 4 9,692 3 16,541 5 -------- --- -------- --- -------- --- $411,998 100% $367,664 100% $338,718 100% ======== === ======== === ======== ===
The primary source of the Company's compensation for its brokerage services is commissions paid by insurance companies which are usually based upon a percentage of the premium paid by the insured. Commission rates are dependent on a number of factors including the type of insurance, the particular insurance company and the capacity in which the Company acts. In some cases the Company is compensated for brokerage or advisory services directly by a fee from a client, particularly when insurers do not pay commissions. The Company may also receive contingent commissions which are based on the profit the insurance company makes on the overall volume of business placed by the Company in a given period of time. Occasionally, the Company shares commissions with other brokers who have participated with the Company in placing insurance or servicing insureds. The Company's compensation for risk management services is in the form of fees and commissions. The Company typically negotiates fees in advance with its risk management clients on an annual basis based upon the estimated value of the services to be performed. In some cases the Company receives a fee for acting in the capacity of advisor and administrator with respect to employee benefit programs and receives commissions in connection with the placement of insurance under such programs. The Company's revenues vary significantly from quarter to quarter as a result of the timing of policy renewals and the net effect of new and lost business production, whereas expenses are fairly uniform throughout the year. See Note 15 of Notes to Consolidated Financial Statements for unaudited quarterly operating results for 1995 and 1994. 4 ACQUISITIONS Since January 1, 1991 through December 31, 1995, the Company has acquired twenty-five insurance services businesses, and disposed of two insurance services businesses. See Note 2 of Notes to Consolidated Financial Statements for further information concerning acquisitions in 1995 and 1994. On February 29, 1996, a wholly-owned subsidiary of the Company acquired substantially all of the assets of Levitt/Kristan Company, a California corporation engaged in the insurance brokerage business, in exchange for 112,100 shares of the Company's Common Stock. The acquisition was accounted for as a pooling of interests. Two principals entered into two year employment agreements with the Company. The Company believes that the net effect of these acquisitions has been and will be to expand significantly the volume of general services rendered by the Company and the geographical markets in which the Company renders such services and not to change substantially the nature of the services performed by the Company. The Company is considering and intends to consider from time to time acquisitions and divestitures on terms it deems advantageous. The Company has had preliminary discussions with a number of other candidates for possible future acquisitions. No assurances can be given that any additional acquisitions or divestitures will be consummated, or, if consummated, will be advantageous to the Company. EMPLOYEES As of December 31, 1995, the Company and its subsidiaries employed approximately 3,700 employees, none of whom is represented by a labor union. The Company continuously reviews benefits and other matters of interest to its employees. The Company considers its relations with its employees to be satisfactory. ITEM 2. PROPERTIES. The Company's executive offices and certain subsidiary and branch facilities are located at Two Pierce Place, Itasca, Illinois where the Company leases approximately 200,000 square feet of space. The lease commitment on the above mentioned property expires February 28, 2006. The Company operates all of its branch and service offices in leased premises. Certain of these leases for office space have options permitting renewals for additional periods. In addition to minimum fixed rentals, a number of leases contain escalation clauses related to increases in the cost of living in future years. See Note 12 of Notes to Consolidated Financial Statements for information with respect to the Company's lease commitments at December 31, 1995. ITEM 3. LEGAL PROCEEDINGS. The Company and its subsidiaries are involved in litigation on a number of matters and are subject to certain other claims arising in the normal course of business, none of which, individually or in the aggregate, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the Company's fourth fiscal quarter ended December 31, 1995. 5 ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT. The executive officers of the Company are as follows:
NAME AGE POSITION AND YEAR FIRST ELECTED ---- --- ------------------------------- Robert E. Gallagher..... 73 Chief Executive Officer 1963-1994, Chairman since 1990 John P. Gallagher....... 68 Executive Vice President since 1963, Vice Chairman since 1990, deceased February 23, 1996 J. Patrick Gallagher, 44 President since 1990, Chief Executive Officer since 1995 Jr..................... John G. Campbell........ 58 Vice President since 1978 Michael J. Cloherty..... 48 Vice President--Finance since 1981 Peter J. Durkalski...... 45 Vice President since 1990 James W. Durkin, Jr..... 46 Vice President since 1985 Walter F. McClure....... 62 Senior Vice President since 1993 John D. Stancik......... 52 Vice President since 1986 Gary Van der Voort...... 50 Vice President since 1986
Each such person has been principally employed by the Company in management capacities for more than the past five years. All executive officers are elected annually and serve at the pleasure of the Board of Directors. 6 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS. The Company's common stock is listed on the New York Stock Exchange, trading under the symbol "AJG". The following table sets forth information as to the price range of the Company's common stock for the two-year period January 1, 1994 through December 31, 1995 and the dividends declared per share for such period. The table reflects the range of high and low sales prices per share as reported on the Consolidated Transaction Reporting System for securities listed on the New York Stock Exchange.
DIVIDENDS DECLARED HIGH LOW PER SHARE ------- ------- --------- 1995 Quarterly Periods First............................................... $36 $30 1/8 $.25 Second.............................................. $36 3/8 $ 34 $.25 Third............................................... $ 38 $34 5/8 $.25 Fourth.............................................. $ 38 $32 1/2 $.25 1994 Quarterly Periods First............................................... $36 3/8 $28 1/4 $.22 Second.............................................. $33 3/8 $28 1/8 $.22 Third............................................... $33 7/8 $ 29 $.22 Fourth.............................................. $33 1/2 $29 5/8 $.22
As of February 1, 1996, there were approximately 600 holders of record of the Company's common stock. 7 ITEM 6. SELECTED FINANCIAL DATA. ARTHUR J. GALLAGHER & CO. GROWTH RECORD: 1986-1995
AVERAGE ANNUAL ----------------------------- (IN THOUSANDS, EXCEPT PER SHARE AND GROWTH 1995 1994 1993 EMPLOYEE DATA) ------- --------- -------- -------- Revenue Data Commissions........................... $ 235,877 $216,471 $193,423 Fees.................................. 160,052 141,501 128,754 Investment income and other........... 16,069 9,692 16,541 --------- -------- -------- Total revenues...................... $ 411,998 $367,664 $338,718 Dollar growth......................... $ 44,334 $ 28,946 $ 29,296 Percent growth........................ 11% 12% 9% 9% --- --------- -------- -------- Pretax Earnings Data Pretax earnings....................... $ 62,865 $ 53,013 $ 47,563 Dollar growth......................... $ 9,852 $ 5,450 $ 10,810 Percent growth........................ 12% 19% 11% 29% Pretax earnings as a percentage of revenues............................. 15% 14% 14% --- --------- -------- -------- Earnings Data Net earnings.......................... $ 41,491 $ 34,405 $ 28,816 Dollar growth......................... $ 7,086 $ 5,589 $ 4,948 Percent growth........................ 12% 21% 19% 21% Net earnings as a percentage of revenues............................. 10% 9% 9% --- --------- -------- -------- Earnings Per Share Data Shares outstanding at year end........ 15,426 15,132 16,037 Earnings per share(b)................. $ 2.54 $ 2.12 $ 1.71 Percent growth of earnings per share.. 12% 20% 24% 16% --- --------- -------- -------- Employee Data Number at year end.................... 3,739 3,415 3,271 Number growth......................... 324 144 240 Percent growth........................ 7% 9% 4% 8% Revenue per employee(c)............... $ 110 $ 108 $ 104 Net earnings per employee(c).......... $ 11 $ 10 $ 9 --- --------- -------- -------- Common Stock Dividend Data Dividends declared per share(d)....... $ 1.00 $ .88 $ .72 Total dividends declared.............. $ 15,270 $ 13,209 $ 10,808 Percent of earnings................... 37% 38% 38% --- --------- -------- -------- Balance Sheet Data Total assets.......................... $ 495,794 $462,069 $485,979 Long-term debt less current portion... $ 2,260 $ 3,390 $ 28,166 Total stockholders' equity............ $ 118,142 $ 96,245 $119,096 --- --------- -------- -------- Return On Beginning Stockholders' Equity................................. 43% 29% 31%
NOTES: (a) The financial information for all periods prior to 1995 has been restated for acquisitions accounted for using the pooling-of-interests method. (b) Based on the weighted average number of common and common equivalent shares, if any, outstanding during the year. (c) Based on the number of employees at year end. (d) Based on the total dividends on a share of common stock outstanding during the entire year. 8
YEARS ENDED DECEMBER 31, - -------------------------------------------------------------------- 1992 1991 1990 1989 1988 1987 1986 - -------- -------- -------- -------- -------- -------- -------- $184,028 $177,749 $172,640 $156,850 $143,697 $131,361 $119,201 111,662 92,483 79,671 65,990 57,963 52,708 42,193 13,732 11,149 16,557 17,105 15,786 13,593 12,790 - -------- -------- -------- -------- -------- -------- -------- $309,422 $281,381 $268,868 $239,945 $217,446 $197,662 $174,184 $ 28,041 $ 12,513 $ 28,923 $ 22,499 $ 19,784 $ 23,478 $ 33,648 10% 5% 12% 10% 10% 13% 24% - -------- -------- -------- -------- -------- -------- -------- $ 36,753 $ 28,013 $ 31,245 $ 30,753 $ 27,617 $ 31,067 $ 30,139 $ 8,740 $ (3,232) $ 492 $ 3,136 $ (3,450) $ 928 $ 8,335 31% (10)% 2% 11% (11)% 3% 38% 12% 10% 12% 13% 13% 16% 17% - -------- -------- -------- -------- -------- -------- -------- $ 23,868 $ 19,628 $ 21,631 $ 20,829 $ 19,993 $ 20,094 $ 19,288 $ 4,240 $ (2,003) $ 802 $ 836 $ (101) $ 806 $ 4,789 22% (9)% 4% 4% (1)% 4% 33% 8% 7% 8% 9% 9% 10% 11% - -------- -------- -------- -------- -------- -------- -------- 15,512 15,818 16,032 16,047 16,298 16,766 16,710 $ 1.47 $ 1.19 $ 1.30 $ 1.25 $ 1.18 $ 1.18 $ 1.13 24% (8)% 4% 6% 0% 4% 31% - -------- -------- -------- -------- -------- -------- -------- 3,031 2,849 2,732 2,618 2,475 2,391 2,193 182 117 114 143 84 198 231 6% 4% 4% 6% 4% 9% 12% $ 102 $ 99 $ 98 $ 92 $ 88 $ 83 $ 79 $ 8 $ 7 $ 8 $ 8 $ 8 $ 8 $ 9 - -------- -------- -------- -------- -------- -------- -------- $ .64 $ .64 $ .60 $ .52 $ .48 $ .40 $ .20 $ 8,767 $ 8,439 $ 6,999 $ 5,905 $ 5,375 $ 4,296 $ 1,913 37% 43% 32% 28% 27% 21% 10% - -------- -------- -------- -------- -------- -------- -------- $432,551 $416,004 $406,391 $369,939 $353,217 $331,050 $295,343 $ 23,888 $ 24,432 $ 24,723 $ 24,775 $ 25,063 $ 20,073 $ 20,000 $ 94,289 $ 90,750 $ 89,674 $ 81,473 $ 74,518 $ 71,556 $ 63,174 - -------- -------- -------- -------- -------- -------- -------- 26% 22% 27% 28% 28% 32% 42%
9 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. GENERAL Fluctuations in premiums charged by insurance companies have a material effect on the insurance brokerage industry. Commission revenues are based on a percentage of the premiums paid by the insured and generally follow premium levels. Since the mid 1980s, lower premium rates and excess capacity have prevailed among property and casualty insurance carriers resulting in heavy competition for market share. This "soft market" (i.e. generally lower premium rates) has generally resulted in flat to reduced renewal commissions during the period. Over the past three years, the United States and the world have experienced catastrophes ranging from severe hurricanes to devastating earthquakes. Extraordinarily high losses associated with these events appear to have had a generally limited impact on the insurance industry. Turmoil continues at Lloyd's of London raising doubt about its long-term viability. In the past year, there have been substantial mergers and a consolidation within the insurance industry. Rates for workers compensation coverage have generally been reduced. In recent years, low interest rates have reduced interest income earned on invested funds. Throughout all of this, there has generally been little change in property/casualty rates. Excess capacity remains and the competitive environment continues. It is management's view that for the foreseeable future, insurance pricing will not change significantly. Growth of the alternative insurance market has continued, albeit more slowly in recent years, notwithstanding the soft market conditions. The Company believes this move from the traditional approach of purchasing insurance will continue regardless of the property/casualty pricing environment and anticipates that sales in the risk management, benefits and self-insurance services areas will again be a major contributor to fee revenue growth in 1996. Historically, inflation has contributed to increased property replacement costs and higher litigation awards causing some clients to seek higher levels of insurance coverage. These factors have the effect of generating higher premiums to customers and higher commissions to the Company. More recently, however, the United States has experienced low rates of inflation along with business downsizing, reduced sales and lower payrolls. These events have resulted in lower levels of exposure to insure. In general, premium rates have had a greater effect on the Company's revenues than inflation. RESULTS OF OPERATIONS The Company's results of operations for all periods prior to December 31, 1995 have been restated to include the results of IMC Risk Management Group, Inc. and W. Lawrence Pfeiffer & Associates, Inc. on a combined basis as if they had operated as part of the Company. The Company continues to search for merger partners which complement existing business and provide entry into new market niches and new geographic areas. For the effect of such restatements in the aggregate on year-to-year comparisons, see Note 2 of the Notes to Consolidated Financial Statements. Commission revenues increased by $19.4 million or 9% in 1995. This increase is the result of new business production of $30.4 million, partially offset by lost business. Commission revenues increased by $23.0 million or 12% in 1994. This increase is the result of new business production of $30.1 million, and to a lesser extent, modest renewal rate increases partially offset by lost business. Fee revenues increased by $18.6 million or 13% in 1995. This increase, generated primarily by Gallagher Bassett Services, Inc., resulted from strong new business production of $26.3 million and increases in existing business partially offset by lost business. Fee revenues increased by $12.7 million or 10% in 1994. This 10 increase, again generated primarily by Gallagher Bassett Services, Inc., resulted from strong new business production of $20.5 million and increases in existing business partially offset by lost business. Investment income and other increased by $6.4 million or 66% in 1995. This increase is due primarily to a combination of significantly higher returns on funds invested with outside fund managers and a gain of $2.0 million recorded on the sale of a subsidiary in the fourth quarter of 1995. Investment income and other decreased by $6.8 million or 41% in 1994. This decrease is due primarily to a combination of significantly lower returns on funds invested with outside fund managers and lower levels of funds available for investment. This decrease is partially offset by a gain of $656,000 realized in closing out interest rate exchange agreements related to the retirement of the Company's debt agreement in the fourth quarter of 1994 and by a gain of $800,000 from the sale of two personal lines books of business also recorded in the fourth quarter of 1994. Salaries and employee benefits increased by $21.9 million or 11% in 1995 due principally to a 9% increase in year-end employee head count and a corresponding increase in employee benefit expenses, salary increases for employees, and the annualized effect of prior year hires. Salaries and employee benefits increased by $21.9 million or 13% in 1994 due principally to salary increases, the annualized effect of prior year hires, a 4% increase in year-end employee head count and a corresponding increase in employee benefit expenses and changes in certain benefit plan actuarial assumptions. Also contributing to this increase is a $4.6 million non-recurring gain from a restructuring and settlement of a defined benefit plan at the Company's London subsidiary, Arthur J. Gallagher (UK) Limited, recorded in 1993. See Note 10 of the Notes to Consolidated Financial Statements. In 1995, 1994 and 1993, salaries and employee benefits have represented 53%, 54% and 52%, respectively, as a percentage of total revenues. Other operating expenses increased by $12.6 million or 11% in 1995. This increase is due primarily to additional office facilities (rent and utilities, miscellaneous office and supply expenses) resulting from leasing new office space and expanding and upgrading existing office facilities and significantly higher business insurance costs. Other operating expenses increased by $1.6 million or 1% in 1994. This increase was due primarily to additional office facilities (rent and utilities, miscellaneous office and supply expenses) resulting from leasing new office space and expanding and upgrading existing facilities, and higher business insurance costs. Travel and entertainment costs also increased in 1994 due to an increase in both the number of employees and the Company's sales volume. This increase was partially offset by the non- recurring write-off in 1993 of $2.0 million by a 1994 acquisition of certain intangible assets and by a reduction in professional fees related to claims processing, investment management and acquisition costs. The Company's overall tax rate of 34% in 1995 is less than the statutory federal rate. For 1995, the net effects of state and foreign taxes are substantially offset by the tax benefits of certain investments. The Company's overall tax rate of 35% in 1994 approximates the statutory federal rate. For 1994, the net effects of state and foreign taxes were again substantially offset by the tax benefits generated by certain investments. The Company's overall tax rate of 39% in 1993 is greater than the statutory federal rate of 35%, due primarily to the net effects of state and foreign taxes which are partially offset by the tax benefits generated by certain investments, and to pre-acquisition income of pooled entities which was taxed to the previous owners. See Note 13 of the Notes to Consolidated Financial Statements. The Company's foreign operations recorded earnings before income taxes of $2.6 million, $1.3 million, and $7.1 million in 1995, 1994, and 1993, respectively. The 1995 increase is due primarily to stronger investment income. The 1994 decrease is due primarily to the 1993 non-recurring foreign benefit plan gain mentioned above and a reduction in investment income. See Notes 13 and 14 of the Notes to Consolidated Financial Statements. The Company's total revenues vary from quarter to quarter as a result of the timing of policy renewals and net new/lost business production, whereas expenses are fairly uniform throughout the year. See Note 15 of the Notes to Consolidated Financial Statements. 11 LIQUIDITY AND CAPITAL RESOURCES The insurance brokerage industry is not capital intensive. The Company has historically been profitable with a positive cash flow from operations and has consequently been able to finance its operations and capital expenditures from internally generated funds. Funds restricted as to the Company's use (primarily premiums held as fiduciary funds) have not been included in determining the Company's liquidity. In February, 1993, the Company entered into a $20 million unsecured revolving credit agreement (the "Credit Agreement") with two banks. Loans under the Credit Agreement are repayable no later than February, 1998, and bear floating interest rates over the term of the loan. In February, 1993, a loan was funded for $20 million. The Company simultaneously entered into interest rate exchange agreements which fixed the rate of interest payable on the loan. The Company retired the $20 million loan in the fourth quarter of 1994 and has fully satisfied all obligations associated with the loan. The Company also recognized a gain of $656,000 in closing out the interest rate exchange agreements. The Credit Agreement remains in effect and as of December 31, 1995, there are no borrowings currently existing under this agreement. The Company also entered into two term loan agreements (the "Term Loan Agreements") that have outstanding balances of $1.9 million and $1.5 million at December 31, 1995. Loans under the Term Loan Agreements are repayable in equal annual installments no later than January 11, 1998, and June 15, 1998, respectively, and bear interest rates over the terms of the loans of 6.64% and 6.30%, respectively. The Credit Agreement and Term Loan Agreements require the maintenance of certain financial requirements. The Company is currently in compliance with these requirements. The Company also has line of credit facilities of $17.5 million and $10.0 million which expire on April 30, 1996 and February 28, 1997, respectively. No borrowings currently exist under these facilities. The Company paid $14.7 million in cash dividends on its common stock in 1995. The Company's dividend policy is determined by the Board of Directors and payments are fixed after considering the Company's available cash from earnings and its known or anticipated cash needs. In each quarter of 1995, the Company's Board of Directors declared a dividend of $.25 per share which is $.03 or 14% greater than each quarterly dividend in 1994. In January, 1996, the Company announced a first quarter dividend of $.29 per share, a 16% increase over the quarterly dividend in 1995. Net capital expenditures for fixed assets amounted to $9.4 million, $7.5 million and $7.8 million in 1995, 1994 and 1993, respectively. In 1996, the Company intends to make additional capital improvements of approximately $10.5 million to upgrade and modernize existing space, furniture and equipment. In 1988, the Company adopted a plan, which has been extended through June 30, 1996, to repurchase its common stock. Under the plan, the Company repurchased 437,000 shares at a cost of $15.1 million, 1.4 million shares at a cost of $43.8 million and 225,000 shares at a cost of $7.0 million in 1995, 1994 and 1993, respectively. The 1994 common stock repurchases, in part, caused the weighted average shares outstanding to decrease by 590,000 shares from 1993 to 1994. The repurchases were funded entirely by internally generated funds and are held for reissuance in connection with exercises of options under its stock option plans. Under the provisions of the plan, the Company is authorized to repurchase approximately 360,000 additional shares through June 30, 1996. The Company is under no commitment or obligation to repurchase any particular amount of common stock and at its discretion may suspend the repurchase plan at any time. The Company believes that internally generated funds will continue to be sufficient to meet the Company's foreseeable cash needs, including non- operating cash disbursements such as anticipated dividends, capital expenditures and repayment of borrowings under its loan agreements if the Company so determines. 12 Due to changes in the United States federal income tax laws, effective in 1994, the Company began providing for U. S. income taxes on the undistributed earnings of its foreign subsidiaries. Prior to 1994, the Company did not provide for U. S. income taxes on the undistributed earnings of certain foreign subsidiaries ($19.2 million) which are considered permanently invested outside the United States. See Note 13 of the Notes to Consolidated Financial Statements. Although not available for domestic needs, the undistributed earnings generated by certain foreign subsidiaries referred to above may be used to finance foreign operations and acquisitions. 13 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PAGES ----- Consolidated Financial Statements: Consolidated Statement of Earnings..................................... 15 Consolidated Balance Sheet............................................. 16 Consolidated Statement of Cash Flows................................... 17 Consolidated Statement of Stockholders' Equity......................... 18 Notes to Consolidated Financial Statements.................... 19 through 29 Management's Report...................................................... 30 Report of Independent Auditors........................................... 31
14 ARTHUR J. GALLAGHER & CO. CONSOLIDATED STATEMENT OF EARNINGS
YEARS ENDED DECEMBER 31, -------------------------- 1995 1994 1993 -------- -------- -------- (IN THOUSANDS, EXCEPT PER SHARE DATA) OPERATING RESULTS Revenues: Commissions....................................... $235,877 $216,471 $193,423 Fees.............................................. 160,052 141,501 128,754 Investment income and other....................... 16,069 9,692 16,541 -------- -------- -------- Total revenues.................................. 411,998 367,664 338,718 -------- -------- -------- Expenses: Salaries and employee benefits.................... 218,740 196,816 174,928 Other operating expenses.......................... 130,393 117,835 116,227 -------- -------- -------- Total expenses.................................. 349,133 314,651 291,155 -------- -------- -------- Earnings before income taxes........................ 62,865 53,013 47,563 Provision for income taxes.......................... 21,374 18,608 18,747 -------- -------- -------- Net earnings.................................... $ 41,491 $ 34,405 $ 28,816 ======== ======== ======== Net earnings per common and common equivalent share. $ 2.54 $ 2.12 $ 1.71 Dividends declared per common share................. $ 1.00 $ .88 $ .72 Weighted average number of common and common equivalent shares outstanding...................... 16,315 16,250 16,840
See accompanying notes. 15 ARTHUR J. GALLAGHER & CO. CONSOLIDATED BALANCE SHEET
DECEMBER 31, ------------------ 1995 1994 -------- -------- (IN THOUSANDS) ASSETS ------ Current assets: Cash and cash equivalents................................ $ 53,545 $ 44,240 Restricted cash.......................................... 67,719 70,154 Premiums and fees receivable............................. 193,733 183,207 Investment strategies--trading........................... 46,123 42,637 Other.................................................... 20,534 20,617 -------- -------- Total current assets................................... 381,654 360,855 Marketable securities--available for sale.................. 41,712 37,929 Other noncurrent assets.................................... 42,219 34,515 Fixed assets............................................... 66,958 60,776 Accumulated depreciation and amortization.................. (44,325) (40,155) -------- -------- Net fixed assets....................................... 22,633 20,621 Intangible assets--net..................................... 7,576 8,149 -------- -------- $495,794 $462,069 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Premiums payable to insurance companies.................. $263,378 $257,108 Accrued salaries and bonuses............................. 13,405 12,060 Accounts payable and other accrued liabilities........... 57,006 47,168 Unearned fees............................................ 12,746 13,859 Income taxes payable..................................... 10,409 11,590 Other.................................................... 6,907 10,923 -------- -------- Total current liabilities.............................. 363,851 352,708 Deferred income taxes and other noncurrent accounts........ 13,801 13,116 Stockholders' equity: Common stock--issued and outstanding 15,426 shares in 1995 and 15,132 shares in 1994.......................... 15,426 15,132 Retained earnings........................................ 102,682 84,048 Unrealized holding gain (loss) on available for sale securities--net of income taxes......................... 34 (2,935) -------- -------- Total stockholders' equity............................. 118,142 96,245 -------- -------- $495,794 $462,069 ======== ========
See accompanying notes. 16 ARTHUR J. GALLAGHER & CO. CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, -------------------------- 1995 1994 1993 -------- ------- ------- (IN THOUSANDS) Cash flows from operating activities: Net earnings..................................... $ 41,491 $34,405 $28,816 Adjustments to reconcile net earnings to net cash provided by operating activities: Net loss (gain) on investments................. (282) 3,042 (5,121) Depreciation and amortization.................. 7,994 7,528 9,370 Decrease (increase) in restricted cash......... 2,435 13,172 (13,955) Increase in premiums receivable................ (11,493) (19,587) (6,424) Increase in premiums payable................... 6,270 12,796 14,881 (Increase) decrease in trading investments-- net........................................... (2,353) 26,811 -- (Increase) decrease in other current assets.... (1,188) 2,694 6,000 Increase in accrued salaries and bonuses....... 1,345 1,921 2,250 Increase in accounts payable and other accrued liabilities................................... 9,234 7,599 4,603 Increase (decrease) in income taxes payable.... (1,181) 2,810 1,895 Decrease in deferred income taxes.............. (1,317) (5,258) (7,290) Other.......................................... (9,501) (7,657) (2,374) -------- ------- ------- Net cash provided by operating activities.... 41,454 80,276 32,651 -------- ------- ------- Cash flows from investing activities: Purchases of marketable securities............... (21,918) (28,409) (51,755) Proceeds from the sale of marketable securities.. 20,078 30,527 35,159 Proceeds from maturities of marketable securities...................................... 2,213 2,224 9,332 Investment in leveraged leases................... -- -- 750 Purchase of investment strategies................ -- -- (24,900) Additions to fixed assets........................ (9,433) (7,496) (7,796) Other............................................ 375 316 176 -------- ------- ------- Net cash used by investing activities........ (8,685) (2,838) (39,034) -------- ------- ------- Cash flows from financing activities: Proceeds from issuance of common stock........... 7,044 3,141 9,722 Tax benefit from issuance of common stock........ 1,837 747 3,541 Repurchase of common stock....................... (15,068) (43,843) (7,035) Dividends paid................................... (14,666) (12,690) (10,336) Proceeds from issuance of long-term debt......... -- -- 25,650 Retirement of long-term debt..................... (1,130) (24,776) (20,242) Equity transactions of pooled companies prior to dates of acquisition............................ (1,481) (1,473) 395 -------- ------- ------- Net cash (used) provided by financing activities.................................. (23,464) (78,894) 1,695 -------- ------- ------- Net increase (decrease) in cash and cash equivalents....................................... 9,305 (1,456) (4,688) Cash and cash equivalents at beginning of year..... 44,240 45,696 50,384 -------- ------- ------- Cash and cash equivalents at end of year........... $ 53,545 $44,240 $45,696 ======== ======= ======= Supplemental disclosures of cash flow information: Interest paid.................................... $ 477 $ 1,874 $ 2,812 Income taxes paid................................ $ 21,571 $19,913 $19,321
See accompanying notes. 17 ARTHUR J. GALLAGHER & CO. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (IN THOUSANDS)
UNREALIZED HOLDING CAPITAL GAIN (LOSS) COMMON STOCK IN EXCESS ON AVAILABLE --------------- OF RETAINED FOR SALE SHARES AMOUNT PAR VALUE EARNINGS SECURITIES ------ ------- --------- -------- ------------ Balance at December 31, 1992 as previously reported...... 15,164 $15,164 $ 2,198 $ 76,607 $ -- Acquisition of pooled companies................. 348 348 -- (28) -- ------ ------- -------- -------- ------- Balance at December 31, 1992 as restated................. 15,512 15,512 2,198 76,579 -- Net earnings............... -- -- -- 28,816 -- Cash dividends declared on common stock.............. -- -- -- (10,808) -- Common stock issued under stock option plans........ 574 574 9,148 -- -- Tax benefit from issuance of common stock........... -- -- 3,541 -- -- Common stock repurchases... (225) (225) (6,810) -- -- Common stock issued in two pooling acquisitions...... 176 176 -- -- -- Equity transactions of pooled companies prior to dates of acquisition...... -- -- 33 362 -- ------ ------- -------- -------- ------- Balance at December 31, 1993. 16,037 16,037 8,110 94,949 -- Net earnings............... -- -- -- 34,405 -- Cash dividends declared on common stock.............. -- -- -- (13,209) -- Common stock issued under stock option plans........ 171 171 2,970 -- -- Tax benefit from issuance of common stock........... -- -- 747 -- -- Common stock repurchases... (1,392) (1,392) (11,827) (30,624) -- Common stock issued in three pooling acquisitions.............. 316 316 -- -- -- Equity transactions of pooled companies prior to dates of acquisition...... -- -- -- (1,473) -- Cumulative effect of accounting change, net of taxes of $970............. -- -- -- -- 1,456 Change in unrealized gain (loss), net of taxes of $2,899.................... -- -- -- -- (4,391) ------ ------- -------- -------- ------- Balance at December 31, 1994. 15,132 15,132 -- 84,048 (2,935) Net earnings............... -- -- -- 41,491 -- Cash dividends declared on common stock.............. -- -- -- (15,270) -- Common stock issued under stock option plans........ 356 356 6,688 -- -- Tax benefit from issuance of common stock........... -- -- 1,837 -- -- Common stock repurchases... (437) (437) (8,525) (6,106) -- Common stock issued in seven pooling acquisitions.............. 375 375 -- -- -- Equity transactions of pooled companies prior to dates of acquisition...... -- -- -- (1,481) -- Change in unrealized gain (loss), net of taxes of $1,951.................... -- -- -- -- 2,969 ------ ------- -------- -------- ------- Balance at December 31, 1995. 15,426 $15,426 $ -- $102,682 $ 34 ====== ======= ======== ======== =======
See accompanying notes. 18 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operation Arthur J. Gallagher & Co. (the Company) provides insurance broker and risk management services to a wide variety of commercial, industrial, institutional and governmental organizations. Commission revenue is principally generated through the negotiation and placement of insurance for its clients. Fee revenue is generated by providing other risk management services including claims management, information management, risk control services and appraisals in either the property/casualty market or human resource, employee benefit market. The Company operates through approximately 140 offices throughout the United States and five offices abroad. Basis of presentation The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior year financial statements in order to conform to the current year presentation. Revenue recognition Commission income is generally recognized as of the effective date of insurance policies except for commissions on installment premiums which are recognized periodically as billed. Contingent commissions are recognized when received. Fee income is recognized ratably as services are rendered. The income effects of subsequent premium and fee adjustments are recorded when the adjustments become known. Premiums and fees receivable are net of allowance for doubtful accounts of $709,000 and $846,000 at December 31, 1995 and 1994, respectively. Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Consolidated statement of cash flows Short-term investments, consisting principally of commercial paper and certificates of deposit which have a maturity of ninety days or less at date of purchase, are considered cash equivalents. Marketable securities In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 115, "Accounting for Certain Investments in Debt and Equity Securities". The new standard requires that securities designated as available for sale be carried at fair value, with unrealized gains and losses, less related deferred income taxes, excluded from earnings and reported as a separate component of stockholders' equity. In addition, securities designated as trading are required to be carried at fair value, with unrealized gains and losses included in the statement of earnings. Previously, the Company carried these investments at either the lower of cost or fair value, or at amortized cost. As of January 1, 1994, the Company adopted the provisions of the new standard for investments held as of or acquired after that date. In accordance with Statement 115, prior period financial statements have not been restated to reflect the change in accounting principle. The cumulative effect as of January 1, 1994 of adopting Statement 115 increased the opening balance of stockholders' equity by $1,456,000 (net of deferred income taxes of $970,000) to reflect 19 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) the net unrealized holding gains on securities classified as available for sale previously carried at the lower of cost or fair value, or at amortized cost. There was no cumulative effect on net earnings as a result of the adoption of Statement 115 because the securities classified as trading were carried as a current asset and had a fair value below cost at January 1, 1994. Accordingly, such unrealized losses were recorded in prior period earnings. Marketable securities are considered available for sale and consist primarily of preferred and common stocks. Gains and losses are recognized in income when realized using the specific identification method. The fair value for marketable securities is based on quoted market prices. Investment strategies are considered trading securities and consist primarily of limited partnerships which invest in common stocks. Fair value is determined by reference to the fair value of the underlying common stocks which is based on quoted market prices. Fixed assets Fixed assets are carried at cost. Furniture and equipment with a cost of $59,130,000 at December 31, 1995 ($53,576,000 at December 31, 1994) are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements with a cost of $7,828,000 at December 31, 1995 ($7,200,000 at December 31, 1994) are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the lease terms. Intangible assets Intangible assets consist primarily of the excess of cost over the value of net tangible assets of acquired businesses and are amortized principally over forty years using the straight-line method. Accumulated amortization at December 31, 1995 was $7,225,000 ($7,221,000 at December 31, 1994). Earnings per share Earnings per share are computed based on the weighted average number of common and common equivalent shares outstanding during the respective period. Common equivalent shares include incremental shares from dilutive stock options since the date of grant using the treasury stock method. There is no material difference between primary and fully diluted per share amounts. Stock based compensation The Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of the shares at the date of grant. The Company accounts for stock option grants in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and, accordingly, recognizes no compensation expense for the stock option grants. 2. ACQUISITIONS Poolings of interests In 1995, the Company acquired substantially all the net assets of nine insurance brokerage firms in exchange for 723,000 shares of its common stock. In 1994, the Company acquired substantially all the net assets of five insurance brokerage firms in exchange for 819,000 shares of its common stock. These acquisitions were accounted for as poolings of interests and, except for seven of the 1995 acquisitions and three of the 1994 acquisitions whose results were not significant, the financial statements for all periods prior to the acquisition dates have been restated to include the operations of these companies. 20 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The following summarizes the restatement to reflect the 1995 acquisitions:
ATTRIBUTABLE TO ARTHUR J. GALLAGHER POOLED COMPANIES AS RESTATED ------------------- ---------------- ----------- (IN THOUSANDS) 1994 Revenues..................... $356,377 $11,287 $367,664 Net earnings................. 34,540 (135) 34,405 ======== ======= ======== 1993 Revenues..................... $329,263 $ 9,455 $338,718 Net earnings................. 29,446 (630) 28,816 ======== ======= ========
3. PREMIUM TRUST FUNDS Premiums collected from insureds but not yet remitted to insurance carriers are restricted as to use by laws in certain states and foreign jurisdictions in which the Company's subsidiaries operate. Additionally, the Company's United Kingdom subsidiaries are required by Lloyd's of London to meet certain liquidity requirements. 4. MARKETABLE SECURITIES The following is a summary of available for sale marketable securities:
COST OR GROSS GROSS FAIR DECEMBER 31, 1995 AMORTIZED COST UNREALIZED GAINS UNREALIZED LOSSES VALUE - ----------------- -------------- ---------------- ----------------- ------- (IN THOUSANDS) Preferred stocks..... $25,111 $ 996 $ 447 $25,660 Fixed maturities..... 5,695 119 479 5,335 Common stocks........ 10,850 884 1,017 10,717 ------- ------ ------ ------- $41,656 $1,999 $1,943 $41,712 ======= ====== ====== ======= DECEMBER 31, 1994 - ----------------- Preferred stocks..... $25,841 $ 179 $2,326 $23,694 Fixed maturities..... 7,371 108 905 6,574 Common stocks........ 9,581 230 2,150 7,661 ------- ------ ------ ------- $42,793 $ 517 $5,381 $37,929 ======= ====== ====== =======
The gross realized gains on sales of marketable securities totaled $1,079,000, $2,004,000 and $1,719,000 for the years ended December 31, 1995, 1994, and 1993, respectively. The gross realized losses totaled $1,918,000, $312,000 and $929,000 for the years ended December 31, 1995, 1994, and 1993, respectively. Substantially all fixed maturity securities mature in 1999 or later. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations. The net unrealized (losses) gains on investment strategies included in income amounted to ($171,000) in 1995, $83,000 in 1994 and $1,908,000 in 1993. 5. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE At December 31, 1995, securities sold under agreements to repurchase the identical securities are collateralized by government backed small business administration loans and government securities with a carrying value of $20,071,000 and a fair value of $20,253,000. The securities collateralizing the agreements were held by two primary dealers. At December 31, 1994, these securities had a carrying value of $19,152,000 and a fair value of $19,098,000. 21 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 6. LONG-TERM DEBT Long-term debt consists of the following:
DECEMBER 31, ------------- 1995 1994 ------ ------ (IN THOUSANDS) 6.64% unsecured term note, payable in annual installments of $630............................................................ $1,890 $2,520 6.30% unsecured term note, payable in annual installments of $500............................................................ 1,500 2,000 ------ ------ 3,390 4,520 Less current portion............................................. 1,130 1,130 ------ ------ $2,260 $3,390 ====== ======
Terms of the loan agreements include various covenants which require the Company to maintain specified levels of tangible net worth and restrict the amount of payments on certain expenditures. Maturities of long-term debt are as follows:
YEAR ENDED DECEMBER 31, ----------------------- (IN THOUSANDS) 1996.................................................... $1,130 1997.................................................... 1,130 1998.................................................... 1,130 ------ $3,390 ======
In November, 1994, the Company retired its $20 million variable-rate (based on LIBOR plus .625%) unsecured revolving credit agreement that was due in 1998. In connection with the retirement, the Company also recognized a gain of $656,000 on the settlement of interest rate exchange agreements that had been entered into in 1993 to fix the rate of interest payable on the revolving credit agreement. The credit agreement remains in effect and, as of December 31, 1995, there were no borrowings outstanding under this agreement. The Company also has line of credit facilities of $17,500,000 which expires on April 30, 1996 and $10,000,000 which expires on February 28, 1997. No borrowings existed under these facilities at December 31, 1995. 7. CAPITAL STOCK AND STOCKHOLDERS' RIGHTS PLAN Capital Stock The table below summarizes certain information about the Company's capital stock at December 31, 1995 and 1994:
AUTHORIZED CLASS PAR VALUE SHARES - ----- --------- ---------- Preferred stock............................................ No par 1,000,000 Common stock............................................... $ 1.00 50,000,000
22 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Stockholders' Rights Plan Non-voting Rights, authorized by the Board of Directors on March 10, 1987 and approved by stockholders on May 12, 1987, were distributed May 12, 1987 as a dividend to holders of the Company's common stock at the rate of one Right for each common share held. Under certain conditions, each Right may be exercised to purchase one share of common stock at an exercise price of $100. The Rights become exercisable and transferable apart from the common stock after a public announcement that a person or group has acquired 20% or more of the common stock or after commencement or public announcement of a tender offer for 30% or more of the common stock. If the Company is acquired in a merger or business combination, each Right may be exercised to purchase the common stock of the surviving company having a market value of twice the exercise price of each Right. The Rights, which expire May 12, 1997, may be redeemed by the Company at 5 cents per Right at any time prior to the public announcement of the acquisition of 20% of the common stock. At December 31, 1995, 25,000,000 shares of common stock were reserved for potential exercise of the Rights. 8. STOCK OPTION PLANS The Company has two sets of incentive and nonqualified stock option plans for officers and key employees of the Company and its subsidiaries adopted in 1983 and 1988, respectively. Options granted under the 1983 plans become exercisable at the rate of 10% per year beginning the calendar year after the date of grant and expire ten years from the date of grant, or earlier in the event of death or termination of the employee. The terms of options under the 1988 plans are determined by the Company's Option Committee on the date of grant. Incentive stock options are granted at the fair market value of the underlying shares at the date of grant. The excess of fair market value at the date of grant over the option price for the nonqualified stock options is considered compensation and is charged against earnings ratably over the vesting period. No options may be granted under any plan ten years after its inception. In 1989, the Company adopted a non-employee director's stock option plan which currently authorizes 106,000 shares for grant, with Discretionary Options granted at the direction of the Option Committee and Retainer Options granted in lieu of their annual retainer. Discretionary Options shall be exercisable at such rates as shall be determined by the Committee on the date of grant. Retainer Options shall be cumulatively exercisable at the rate of 25% of the total Retainer Option at the end of each full fiscal quarter succeeding the date of grant. During 1986, the Company adopted an incentive stock option plan for its officers and key employees resident in the United Kingdom. The United Kingdom Plan is essentially the same plan as the Company's 1983 U.S. incentive plan, with certain modifications to comply with United Kingdom law and to provide potentially favorable tax treatment for grantees resident in the United Kingdom. Transactions related to all stock options are as follows:
YEARS ENDED DECEMBER 31, -------------------------------------------------------------- 1995 1994 1993 -------------------- -------------------- -------------------- SHARES SHARES SHARES UNDER OPTION UNDER OPTION UNDER OPTION OPTION PRICE OPTION PRICE OPTION PRICE ------ ------------ ------ ------------ ------ ------------ (IN THOUSANDS, EXCEPT OPTION PRICE DATA) Beginning balance....... 4,614 $ 7.13-33.75 3,997 $ 4.97-33.75 3,769 $ 4.97-27.63 Granted................. 626 15.00-37.00 870 10.00-33.00 898 14.13-33.75 Exercised............... (355) 16.25-33.75 (171) 4.97-33.75 (574) 4.97-27.63 Canceled................ (115) 16.25-34.88 (82) 16.25-33.75 (96) 16.25-33.75 ----- ------------ ----- ------------ ----- ------------ Ending balance.......... 4,770 $ 7.13-37.00 4,614 $ 7.13-33.75 3,997 $ 4.97-33.75 ===== ============ ===== ============ ===== ============ Exercisable at end of year................... 1,513 1,283 934 ===== ===== =====
23 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Options with respect to 1,269,000 shares were available for grant at December 31, 1995. 9. SAVINGS & THRIFT PLAN The Company has a contributory savings & thrift plan covering the majority of its employees. Company contributions are at the discretion of the Company's Board of Directors and may not exceed the maximum amount deductible for federal income tax purposes. The Company contributed $1,035,000, $879,000, and $773,000 in 1995, 1994 and 1993, respectively. 10. PENSION PLANS The Company has a noncontributory defined benefit pension plan which covers substantially all domestic employees who have attained a specified age and one year of employment. Benefits under the plan are based on years of service and salary history. The Company's contributions to the plan satisfy the minimum funding requirements of ERISA. Plan assets consist primarily of common stocks and bonds invested under the terms of a group annuity contract managed by a life insurance company. The Company accounts for the defined benefit pension plan in accordance with Statement of Financial Accounting Standards No. 87 (SFAS 87), "Employers' Accounting for Pensions". The difference between the present value of the projected benefit obligation at the date of adoption of SFAS 87 and the fair value of plan assets at that date is being amortized on a straight-line basis over the average remaining service period of employees expected to receive benefits. The following table sets forth the plan's estimated funded status and amounts recognized in the Company's consolidated financial statements:
DECEMBER 31, ---------------- 1995 1994 ------- ------- (IN THOUSANDS) Actuarial present value of accumulated benefit obligation: Vested..................................................... $24,775 $19,561 Nonvested.................................................. 6,027 3,758 ------- ------- $30,802 $23,319 ======= ======= Projected benefit obligation................................. $45,143 $34,825 Assets at fair value......................................... 31,900 23,119 ------- ------- Projected benefit obligation in excess of plan assets........ 13,243 11,706 ------- ------- Unrecognized net loss from past experience different from that assumed and effects of changes in assumptions.......... (1,473) (1,526) Unamortized portion of net obligation at January 1........... (611) (666) ------- ------- Unfunded accrued pension cost................................ $11,159 $ 9,514 ======= =======
Pension expense for the plan consists of the following:
YEARS ENDED DECEMBER 31, ------------------------ 1995 1994 1993 ------ ------- ------- (IN THOUSANDS) Service cost--benefits earned during the year......... $5,027 $ 5,400 $ 4,178 Interest cost on projected benefit obligation......... 2,775 2,467 2,198 Actual return on plan assets.......................... (5,283) (158) (2,285) Net amortization and deferral......................... 3,194 (1,366) 1,304 ------ ------- ------- Net pension expense................................... $5,713 $ 6,343 $ 5,395 ====== ======= =======
24 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The following assumptions were used in determining the actuarial present value of the plan's projected benefit obligation:
DECEMBER 31, ----------------- 1995 1994 1993 ----- ----- ----- Discount rate................................................. 7.50% 8.00% 7.00% Rate of increase in future compensation levels................ 6.50% 7.00% 5.75% Expected long-term rate of return on assets................... 9.00% 9.00% 9.00%
In 1993, the Company converted its foreign defined benefit plan to a defined contribution plan. The defined contribution plan provides for basic contributions by the Company and voluntary contributions by employees which are matched 100% by the Company, up to a maximum of 5% of salary, as defined. At the time of the foreign plan conversion, there was a surplus of plan assets in excess of benefit obligations. Previously vested benefits of the plan participants were settled by the purchase of annuity policies with a life insurance company. As a result of the defined benefit plan settlement, the Company recognized a $4,572,000 gain in 1993, which was recorded as an offset to salaries and employee benefits expense. Net expense for foreign retirement plans amounted to $999,000 in 1995, $1,041,000 in 1994 and ($3,951,000) in 1993. 11. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS In 1992, the Company amended its health benefits plan to eliminate retiree coverage, except for current retirees and those employees who had already attained a specified age and length of service. The retiree health plan is contributory, with contributions adjusted annually, and is funded on a pay-as- you-go basis. The components of the net periodic postretirement benefit cost include the following:
YEARS ENDED DECEMBER 31, -------------------- 1995 1994 1993 ----- ------ ------ (IN THOUSANDS) Service cost.............................................. $ -- $ -- $ -- Interest cost............................................. 701 828 762 Amortization of gain...................................... (379) -- -- Amortization of transition obligation..................... 512 512 512 ----- ------ ------ $ 834 $1,340 $1,274 ===== ====== ======
The following table sets forth the estimated funded status and amounts recognized in the Company's consolidated financial statements:
DECEMBER 31, ---------------- 1995 1994 ------- ------- (IN THOUSANDS) Accumulated postretirement benefit obligation: Retirees.................................................... $ 3,939 $ 4,103 Active eligible employees................................... 5,968 6,989 ------- ------- 9,907 11,092 Unrecognized transition obligation............................ (8,700) (9,212) Unrecognized gain............................................. 1,644 372 ------- ------- Accrued postretirement benefit cost........................... $ 2,851 $ 2,252 ======= =======
25 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The assumed healthcare cost trend rate used for the next two years is 9.5%, scaling down to 4.5% after 13 years. A 1% increase in the assumed healthcare cost trend rate would increase the accumulated postretirement benefit obligation by $1,426,000 at December 31, 1995 and would increase the net periodic postretirement benefit cost for 1995 by $97,000. The discount rate used to measure the accumulated postretirement benefit obligation was 7.5% and 8.0% at December 31, 1995 and 1994, respectively. The transition obligation is being amortized over 20 years. Prior to 1993, postretirement benefits were recorded on a pay-as-you-go basis. 12. COMMITMENTS AND CONTINGENCIES The Company is engaged in various legal actions incident to the nature of its business. Management is of the opinion that none of the litigation will have a material effect on the Company's financial position. The Company generally operates in leased premises. Certain office space leases have options permitting renewals for additional periods. In addition to minimum fixed rentals, a number of leases contain escalation clauses related to increases in the cost of living in future years. Minimum aggregate rental commitments at December 31, 1995 under noncancelable operating leases having an initial term of more than one year are as follows:
TOTAL -------------- (IN THOUSANDS) 1996............................................................. $ 24,804 1997............................................................. 20,487 1998............................................................. 17,869 1999............................................................. 15,281 2000............................................................. 12,048 Subsequent years................................................. 50,629 -------- $141,118 ========
Total rent expense, including rent relating to cancelable leases and leases with initial terms of less than one year, amounted to $26,510,000 in 1995, $25,130,000 in 1994 and $24,450,000 in 1993. 26 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 13. INCOME TAXES
YEARS ENDED DECEMBER 31, ------------------------- 1995 1994 1993 ------- ------- ------- (IN THOUSANDS) Earnings before income taxes consist of: Domestic........................................... $60,220 $51,750 $40,421 Foreign............................................ 2,645 1,263 7,142 ------- ------- ------- $62,865 $53,013 $47,563 ======= ======= ======= Provision for income taxes consists of: Federal-- Current.......................................... $18,347 $18,652 $17,433 Deferred......................................... (2,734) (4,639) (5,034) ------- ------- ------- 15,613 14,013 12,399 ------- ------- ------- State and local-- Current.......................................... 5,268 4,990 4,669 Deferred......................................... (391) (639) (682) ------- ------- ------- 4,877 4,351 3,987 ------- ------- ------- Foreign-- Current.......................................... 1,103 (856) 2,407 Deferred......................................... (219) 1,100 (46) ------- ------- ------- 884 244 2,361 ------- ------- ------- Total provision...................................... $21,374 $18,608 $18,747 ======= ======= =======
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of December 31 are as follows:
1995 1994 ------- ------- (IN THOUSANDS) Deferred tax liabilities: Leveraged leases.............................................. $ 2,760 $ 2,972 Other......................................................... 4,407 3,773 ------- ------- Deferred tax liabilities.................................... 7,167 6,745 ------- ------- Deferred tax assets: Accrued and unfunded compensation and employee benefits....... 11,390 10,012 Accrued liabilities........................................... 9,495 8,090 Unrealized investment losses.................................. -- 1,929 Other......................................................... 970 1,964 ------- ------- Total deferred tax assets................................... 21,855 21,995 Valuation allowance for deferred tax assets................. -- -- ------- ------- Deferred tax assets......................................... 21,855 21,995 ------- ------- Net deferred tax assets......................................... $14,688 $15,250 ======= =======
27 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) A reconciliation of the provision for income taxes with the U.S. federal income tax rate is as follows:
YEARS ENDED DECEMBER 31, ----------------------------------------------- 1995 1994 1993 --------------- --------------- --------------- % OF % OF % OF PRETAX PRETAX PRETAX AMOUNT INCOME AMOUNT INCOME AMOUNT INCOME ------- ------ ------- ------ ------- ------ (IN THOUSANDS) Federal statutory rate......... $22,003 35.0 $18,555 35.0 $16,647 35.0 State income taxes--net of federal....................... 3,394 5.4 2,684 5.1 2,064 4.3 Pre-acquisition earnings of pooled companies taxed to previous owners............... (802) (1.3) (750) (1.4) 1,158 2.4 Foreign taxes.................. 59 .1 388 .7 1,262 2.7 General business credits....... (3,383) (5.4) (2,510) (4.7) (1,655) (3.5) Other--net..................... 103 .2 241 .4 (729) (1.5) ------- ---- ------- ---- ------- ---- $21,374 34.0 $18,608 35.1 $18,747 39.4 ======= ==== ======= ==== ======= ====
Due to changes in the U.S. federal income tax laws, effective in 1994, the Company began providing for U.S. income taxes on the undistributed earnings of its foreign subsidiaries. Prior to 1994, the Company did not provide for U.S. income taxes on the undistributed earnings ($19,200,000 at December 31, 1995) of certain foreign subsidiaries which are considered permanently invested outside of the U.S. The amount of unrecognized deferred tax liability on these undistributed earnings is $5,000,000. 14. FOREIGN OPERATIONS Financial data by geographic area of operations are as follows:
YEARS ENDED DECEMBER 31, ---------------------------- 1995 1994 1993 --------- -------- -------- (IN THOUSANDS) Revenues: Commissions and fees United States................................ $ 381,130 $343,884 $309,630 Foreign, principally United Kingdom.......... 14,799 14,088 12,547 --------- -------- -------- 395,929 357,972 322,177 Investment income.............................. 16,069 9,692 16,541 --------- -------- -------- $ 411,998 $367,664 $338,718 ========= ======== ======== Earnings before taxes: Operating profit (loss) United States................................ $ 69,550 $ 62,480 $ 47,772 Foreign, principally United Kingdom.......... (551) 106 (534) --------- -------- -------- 68,999 62,586 47,238 General corporate expense, including interest expense and investment income................. 6,134 9,573 (325) --------- -------- -------- $ 62,865 $ 53,013 $ 47,563 ========= ======== ======== DECEMBER 31, ---------------------------- 1995 1994 1993 --------- -------- -------- Identifiable assets: United States.................................. $ 253,292 $238,804 $217,288 Foreign, principally United Kingdom............ 83,951 78,641 80,090 --------- -------- -------- 337,243 317,445 297,378 Corporate...................................... 158,551 144,624 188,601 --------- -------- -------- $ 495,794 $462,069 $485,979 ========= ======== ========
28 ARTHUR J. GALLAGHER & CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED) The consolidated financial statements include liabilities of $62,349,000 at December 31, 1995 ($58,048,000 at December 31, 1994) after elimination of intercompany balances applicable to foreign operations. Exchange gains (losses) were approximately $51,000 in 1995, $106,000 in 1994 and ($115,000) in 1993. 15. QUARTERLY OPERATING RESULTS (UNAUDITED) Quarterly operating results for 1995 and 1994 were as follows:
1995 --------------------------------- 1ST 2ND 3RD 4TH ------- ------- -------- -------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Total revenues............................... $95,605 $94,893 $110,641 $110,859 Earnings before income taxes................. 10,226 9,059 23,704 19,876 Net earnings................................. 6,636 5,875 15,432 13,548 Net earnings per common and common equivalent share....................................... .41 .36 .94 .83 1994 --------------------------------- 1ST 2ND 3RD 4TH ------- ------- -------- -------- Total revenues............................... $85,590 $83,689 $100,691 $ 97,694 Earnings before income taxes................. 8,416 6,790 20,296 17,511 Net earnings................................. 5,340 4,301 12,827 11,937 Net earnings per common and common equivalent share....................................... .32 .26 .79 .75
29 MANAGEMENT'S REPORT The Management of Arthur J. Gallagher & Co. is responsible for the preparation and integrity of the consolidated financial statements and the related financial comments appearing in this annual report. The financial statements were prepared in accordance with generally accepted accounting principles and include certain amounts based on management's best estimates and judgments. Other financial information presented in the annual report is consistent with the financial statements. The Company maintains a system of internal accounting controls designed to provide reasonable assurance that assets are safeguarded and that transactions are executed as authorized and are recorded and reported properly. This system of controls is based upon written policies and procedures, appropriate divisions of responsibility and authority, careful selection and training of personnel and the utilization of an internal audit program and staff. Policies and procedures prescribe that the Company and all employees are to maintain the highest ethical standards and that business practices throughout the world are to be conducted in a manner which is above reproach. Ernst & Young LLP, independent auditors, has audited the Company's financial statements and their report is presented herein. The Board of Directors has an Audit Committee composed entirely of outside Directors. Ernst & Young LLP has direct access to the Audit Committee and periodically meets with the Committee to discuss accounting, auditing and financial reporting matters. Arthur J. Gallagher & Co. Itasca, Illinois January 18, 1996 /s/ J. Patrick Gallagher, Jr. ------------------------------------- J. Patrick Gallagher, Jr. President and Chief Executive Officer /s/ Michael J. Cloherty ------------------------------------- Michael J. Cloherty Chief Financial Officer 30 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders Arthur J. Gallagher & Co. We have audited the accompanying consolidated balance sheet of Arthur J. Gallagher & Co. as of December 31, 1995 and 1994, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Arthur J. Gallagher & Co. at December 31, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, in 1994, the Company changed its method of accounting for certain investments in debt and equity securities. /s/ Ernst & Young LLP ------------------------------------- ERNST & YOUNG LLP Chicago, Illinois January 18, 1996 31 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. 32 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information regarding directors and nominees for directors of the Company is included under the caption entitled "Election of Directors" in the Proxy Statement dated March 29, 1996 and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION. Information regarding executive compensation of the Company's directors and executive officers is included in the Proxy Statement dated March 29, 1996 under the caption entitled "Compensation of Executive Officers and Directors", and is incorporated herein by reference; provided, however, the report of the Compensation Committee on executive compensation and the stock performance graph shall not be deemed to be incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Information regarding beneficial ownership of the Common Stock by certain beneficial owners and by management of the Company is included under the caption entitled "Principal Holders of Securities" in the Proxy Statement dated March 29, 1996 and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Not applicable. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) The following documents are filed as a part of this report: 1. Consolidated Financial Statements of Arthur J. Gallagher & Co. consisting of: (a) Consolidated Statement of Earnings for each of the three years in the period ended December 31, 1995. (b) Consolidated Balance Sheet as of December 31, 1995 and 1994. (c) Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 1995. (d) Consolidated Statement of Stockholders' Equity for each of the three years in the period ended December 31, 1995. (e) Notes to Consolidated Financial Statements. (f) Report of Independent Auditors. 2. Consolidated Financial Statement Schedules consisting of: (a) Schedule II--Valuation and Qualifying Accounts. All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the Consolidated Financial Statements or the Notes thereto. 3. Exhibits: 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit Number 2(a) to Company's Form 8-A Registration Statement filed October 22, 1987, File No. 1-9761).
33 3.2 By-Laws of the Company (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 33-10447). 3.3 Rights Agreement between the Company and Bank of America Illinois (incorporated by reference to Exhibits 1 and 2 to Company's Form 8-A Registration Statement filed May 12, 1987, File No. 0-13480). 3.4 Assignment and Assumption Agreement of Rights Agreement by and among Bank of America Illinois (formerly Continental Illinois National Bank and Trust Company of Chicago), Harris Trust and Savings Bank and the Company (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-38031). 4.1 Instruments defining the rights of security holders (relevant portions contained in the Restated Certificate of Incorporation and By-Laws of the Company and the Rights Agreement in Exhibits 3.1, 3.2, and 3.3, respectively, hereby incorporated by reference). 4.4 Credit Agreement dated February 16, 1993 (incorporated by reference to the same exhibit number to the Company's Form 10-K Annual Report for 1992, File No. 1-9761). **10.1 Arthur J. Gallagher & Co. Incentive Stock Option Plan and related form of stock option agreement (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). **10.1.1 Amendment No. 1 to Exhibit No. 10.1 (incorporated by reference to Exhibit No. 10.3 to Company's Form S-8 Registration Statement No. 33-604). **10.1.2 Amendment No. 2 to Exhibit No. 10.1 (incorporated by reference to Exhibit No. 10.3.1 to Company's Form S-8 Registration Statement No. 33-14625). **10.2 Arthur J. Gallagher & Co. Nonqualified Stock Option Plan and related form of stock option agreement (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). **10.2.1 Amendment No. 1 to Exhibit No. 10.2 (incorporated by reference to Exhibit No. 10.4 to Company's Form S-8 Registration Statement No. 33-604). **10.2.2 Amendment No. 2 to Exhibit No. 10.2 (incorporated by reference to Exhibit No. 10.4.1 to Company's Form S-8 Registration Statement No. 33-14625). **10.25 Arthur J. Gallagher & Co. United Kingdom Incentive Stock Option Plan and related form of stock option agreement (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1986, File No. 0-13480). **10.26 Arthur J. Gallagher & Co. 1988 Incentive Stock Option Plan (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 33-22029). **10.26.1 Amendment No. 1 to Exhibit No. 10.26 (incorporated by reference to Exhibit No. 10.3 to Company's Form S-8 Registration Statement No. 33-24251). **10.26.2 Amendment No. 2 to Exhibit No. 10.26 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-64614). **10.27 Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option Plan (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 33-22029). **10.27.1 Amendment No. 1 to Exhibit No. 10.27 (incorporated by reference to Exhibit No. 10.4 to Company's Form S-8 Registration Statement No. 33-30762). **10.27.2 Amendment No. 2 to Exhibit No. 10.27 (incorporated by reference to Exhibit No. 10.5 to Company's Form S-8 Registration Statement No. 33-38031). **10.27.3 Amendment No. 3 to Exhibit No. 10.27 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-64614).
34 **10.27.4 Amendment No. 5 to Exhibit No. 10.27 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-80648). **10.28 Arthur J. Gallagher & Co. 1989 Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit No. 10.1 to Company's Form S-8 Registration Statement No. 33-30816). **10.28.1 Amendment No. 1 to Exhibit 10.28 (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1990, File No. 1-9761). **10.28.2 Amendment No. 3 to Exhibit No. 10.28 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-64614). **10.28.3 Amendment No. 5 to Exhibit No. 10.28 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-80648). 10.5 Lease Agreement between Arthur J. Gallagher & Co. and Itasca Center III Limited Partnership, a Texas limited partnership, dated July 26, 1989 (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1989, File No. 1-9761). 10.7 Letter dated December 31, 1983 from Arthur J. Gallagher & Co. to Bank of America Illinois regarding Common Stock Purchase Financing Program including exhibits thereto and related letters (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). 10.71 Amendment to Exhibit No. 10.7 dated September 11, 1985 (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1985, File No. 0-13480). **10.10 Board of Directors' Resolution from meeting on January 26, 1984 relating to consulting and retirement benefits for certain directors (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). **10.11 Form of Indemnity Agreement between the Company and each of its directors and corporate officers (incorporated by reference to Attachment A to the Company's Proxy Statement dated April 10, 1987 for its Annual Meeting of Stockholders, File No. 0-13480). **10.13 Arthur J. Gallagher & Co. Stock Option Agreements dated May 10, 1988 between the Company and each of Robert H. B. Baldwin, Jack M. Greenberg and James R. Wimmer (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1988, File No. 1-9761). *11.0 Statement re: computation of earnings per common and common equivalent share. *21.0 Subsidiaries of the Company, including state or other jurisdiction of incorporation or organization and the names under which each does business. *23.1 Consent of Ernst & Young LLP, as independent auditors. *24.0 Powers of Attorney. *27.0 Financial Data Schedule. All other exhibits are omitted because they are inapplicable.
- -------- *Filed herewith. **Such exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to item 601 of Regulation S-K. 35 (b) Reports on Form 8-K Not applicable (c) Safe harbor statement under the private securities litigation reform act of 1995. This annual report contains forward looking statements. Forward looking statements made by or on behalf of the Company are subject to risks and uncertainties, including but not limited to the following: the Company's commission revenues are highly dependent on premiums charged by insurers, which are subject to fluctuation; the property and casualty insurance industry continues to experience a prolonged soft market despite high losses; continued low interest rates will reduce income earned on invested funds; the insurance brokerage and service businesses are extremely competitive with a number of competitors being substantially larger than the Company; the alternative insurance market continues to grow; the Company's revenues vary significantly from quarter to quarter as a result of the timing of policy renewals and the net effect of new and lost business production; the general level of economic activity can have a substantial impact on the Company's renewal business. The Company's ability to grow has been enhanced through acquisitions, which may or may not be available on acceptable terms in the future, and which, if consummated, may or may not be advantageous to the Company. Accordingly, actual results may differ materially from those set forth in the forward looking statements. Attention is also directed to other risk factors set forth in documents filed by the Company with the Securities and Exchange Commission. 36 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED ON THE 4TH DAY OF MARCH, 1996. Arthur J. Gallagher & Co. /s/ J. Patrick Gallagher, Jr. By___________________________________ J. Patrick Gallagher, Jr. President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW ON THE 4TH DAY OF MARCH, 1996 BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED.
NAME TITLE ---- ----- *Robert E. Gallagher Chairman and Director _________________________________________ Robert E. Gallagher /s/ J. Patrick Gallagher, Jr. President and Director (Chief Executive ___________________________________________ Officer) J. Patrick Gallagher, Jr. /s/ Michael J. Cloherty Vice President--Finance and Director (Chief ___________________________________________ Financial Officer) Michael J. Cloherty /s/ David B. Hoch Controller (Chief Accounting Officer) ___________________________________________ David B. Hoch *T. Kimball Brooker Director _________________________________________ T. Kimball Brooker *John G. Campbell Director _________________________________________ John G. Campbell *Jack M. Greenberg Director ___________________________________________ Jack M. Greenberg *Philip A. Marineau Director ___________________________________________ Philip A. Marineau *Walter F. McClure Director ___________________________________________ Walter F. McClure *James R. Wimmer Director ___________________________________________ James R. Wimmer
/s/ Carl E. Fasig *By: ________________________________ Carl E. Fasig, Attorney-in-Fact 37 SCHEDULE II ARTHUR J. GALLAGHER & CO. VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS)
BALANCE ADDITIONS AT CHARGED BALANCE BEGINNING TO AT END OF YEAR EXPENSE ADJUSTMENTS OF YEAR --------- --------- ----------- ------- Year ended December 31, 1995 Allowance for doubtful accounts..... $ 846 $ 77 $ (214)(1) $ 709 Amortization of goodwill............ 3,266 306 3,572 Amortization of expiration lists.... 3,955 489 (791)(2) 3,653 Year ended December 31, 1994 Allowance for doubtful accounts..... $ 876 $ 2 $ (32)(1) $ 846 Amortization of goodwill............ 2,798 334 134 (3) 3,266 Amortization of expiration lists.... 1,819 589 1,547 (3) 3,955 Year ended December 31, 1993 Allowance for doubtful accounts..... $1,789 $1,390 $(2,303)(1) $ 876 Amortization of goodwill............ 2,508 290 2,798 Amortization of expiration lists.... 1,546 273 1,819
- -------- (1) Bad debt write-offs net of recoveries. (2) Reversal of fully amortized expiration lists. (3) 1994 acquisitions accounted for as poolings of interests whose results were not significant and financial statements for all prior periods were not restated. EXHIBIT INDEX 3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit Number 2(a) to Company's Form 8-A Registration Statement filed October 22, 1987, File No. 1-9761). 3.2 By-Laws of the Company (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 33-10447). 3.3 Rights Agreement between the Company and Bank of America Illinois (incorporated by reference to Exhibits 1 and 2 to Company's Form 8- A Registration Statement filed May 12, 1987, File No. 0-13480). 3.4 Assignment and Assumption Agreement of Rights Agreement by and among Bank of America Illinois (formerly Continental Illinois National Bank and Trust Company of Chicago), Harris Trust and Savings Bank and the Company (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33- 38031). 4.1 Instruments defining the rights of security holders (relevant portions contained in the Restated Certificate of Incorporation and By-Laws of the Company and the Rights Agreement in Exhibits 3.1, 3.2, and 3.3, respectively, hereby incorporated by reference). 4.4 Credit Agreement dated February 16, 1993 (incorporated by reference to the same exhibit number to the Company's Form 10-K Annual Report for 1992, File No. 1-9761). **10.1 Arthur J. Gallagher & Co. Incentive Stock Option Plan and related form of stock option agreement (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). **10.1.1 Amendment No. 1 to Exhibit No. 10.1 (incorporated by reference to Exhibit No. 10.3 to Company's Form S-8 Registration Statement No. 33-604). **10.1.2 Amendment No. 2 to Exhibit No. 10.1 (incorporated by reference to Exhibit No. 10.3.1 to Company's Form S-8 Registration Statement No. 33-14625). **10.2 Arthur J. Gallagher & Co. Nonqualified Stock Option Plan and related form of stock option agreement (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). **10.2.1 Amendment No. 1 to Exhibit No. 10.2 (incorporated by reference to Exhibit No. 10.4 to Company's Form S-8 Registration Statement No. 33-604). **10.2.2 Amendment No. 2 to Exhibit No. 10.2 (incorporated by reference to Exhibit No. 10.4.1 to Company's Form S-8 Registration Statement No. 33-14625). **10.25 Arthur J. Gallagher & Co. United Kingdom Incentive Stock Option Plan and related form of stock option agreement (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1986, File No. 0-13480). **10.26 Arthur J. Gallagher & Co. 1988 Incentive Stock Option Plan (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 33-22029). **10.26.1 Amendment No. 1 to Exhibit No. 10.26 (incorporated by reference to Exhibit No. 10.3 to Company's Form S-8 Registration Statement No. 33-24251). **10.26.2 Amendment No. 2 to Exhibit No. 10.26 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-64614). **10.27 Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option Plan (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 33-22029). **10.27.1 Amendment No. 1 to Exhibit No. 10.27 (incorporated by reference to Exhibit No. 10.4 to Company's Form S-8 Registration Statement No. 33-30762). **10.27.2 Amendment No. 2 to Exhibit No. 10.27 (incorporated by reference to Exhibit No. 10.5 to Company's Form S-8 Registration Statement No. 33-38031).
**10.27.3 Amendment No. 3 to Exhibit No. 10.27 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-64614). **10.27.4 Amendment No. 5 to Exhibit No. 10.27 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-80648). **10.28 Arthur J. Gallagher & Co. 1989 Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit No. 10.1 to Company's Form S-8 Registration Statement No. 33-30816). **10.28.1 Amendment No. 1 to Exhibit No. 10.28 (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1990, File No. 1-9761). **10.28.2 Amendment No. 3 to Exhibit No. 10.28 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-64614). **10.28.3 Amendment No. 5 to Exhibit No. 10.28 (incorporated by reference to the same exhibit number to Company's Form S-8 Registration Statement No. 33-80648). 10.5 Lease Agreement between Arthur J. Gallagher & Co. and Itasca Center III Limited Partnership, a Texas limited partnership, dated July 26, 1989 (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1989, File No. 1-9761). 10.7 Letter dated December 31, 1983 from Arthur J. Gallagher & Co. to Bank of America Illinois regarding Common Stock Purchase Financing Program including exhibits thereto and related letters (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). **10.71 Amendment to Exhibit No. 10.7 dated September 11, 1985 (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1985, File No. 0-13480). **10.10 Board of Directors' Resolution from meeting on January 26, 1984 relating to consulting and retirement benefits for certain directors (incorporated by reference to the same exhibit number to Company's Form S-1 Registration Statement No. 2-89195). **10.11 Form of Indemnity Agreement between the Company and each of its directors and corporate officers (incorporated by reference to Attachment A to the Company's Proxy Statement dated April 10, 1987 for its Annual Meeting of Stockholders, File No. 0-13480). **10.13 Arthur J. Gallagher & Co. Stock Option Agreements dated May 10, 1988 between the Company and each of Robert H. B. Baldwin, Jack M. Greenberg and James R. Wimmer (incorporated by reference to the same exhibit number to Company's Form 10-K Annual Report for 1988, File No. 1-9761). *11.0 Statement re: computation of earnings per common and common equivalent share. *21.0 Subsidiaries of the Company, including state or other jurisdiction of incorporation or organization and the names under which each does business. *23.1 Consent of Ernst & Young LLP, as independent auditors. *24.0 Powers of Attorney. *27.0 Financial Data Schedule. All other exhibits are omitted because they are inapplicable.
- -------- *Filed herewith. **Such exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to item 601 of Regulation S-K. EX-11 2 EXHIBIT 11 EXHIBIT 11.0 ARTHUR J. GALLAGHER & CO. COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEARS ENDED DECEMBER 31, -------------------------- 1995 1994 1993 -------- -------- -------- Net earnings applicable to computation.............. $ 41,491 $ 34,405 $ 28,816 ======== ======== ======== Average common shares outstanding................... 15,404 15,456 15,917 Dilutive effect of stock options using the treasury stock method....................................... 911 794 923 -------- -------- -------- Weighted average number of common and common equivalent shares outstanding...................... 16,315 16,250 16,840 ======== ======== ======== Net earnings per common and common equivalent share. $ 2.54 $ 2.12 $ 1.71
EX-21 3 EXHIBIT 21 EXHIBIT 21.0 SUBSIDIARIES OF THE COMPANY In the following list of subsidiaries of the Company, those companies which are indented represent subsidiaries of the corporation under which they are indented. Except for directors' qualifying shares, 100% of the voting stock of each of the subsidiaries listed below, other than AJG Capital, Inc. and Risk Management Partners Ltd., is owned of record or beneficially by its indicated parent.(1)
STATE OR OTHER JURISDICTION OF NAME INCORPORATION - ---- --------------- Arthur J. Gallagher & Co. (Registrant).......................... Delaware Arthur J. Gallagher & Co. (Illinois).......................... Illinois Gallagher--Great Lakes, Inc. ............................... Illinois Arthur J. Gallagher & Co. of Oklahoma, Inc.................. Oklahoma Arthur J. Gallagher & Co.--Chicago Metro...................... Illinois Arthur J. Gallagher & Co. (St. Louis)......................... Delaware Holt Texas, Inc............................................... Texas Arthur J. Gallagher Inc..................................... Texas Gallagher Braniff, Inc........................................ Texas Arthur J. Gallagher & Co. (Florida)........................... Florida Arthur J. Gallagher & Co. of New York, Inc.................... New York Arthur J. Gallagher & Co. Ohio Agency, Inc.................... Ohio International Special Risk Services, Inc...................... Illinois Arthur J. Gallagher & Co.--Greenville......................... South Carolina Arthur J. Gallagher & Co. of Massachusetts, Inc............... Massachusetts Gallagher Insurance Advisors, Inc........................... Massachusetts Morrill & Everett, Inc...................................... New Hampshire K.C.L. of Vermont, Inc...................................... Vermont Arthur J. Gallagher & Co. of Rhode Island, Inc................ Rhode Island Arthur J. Gallagher International, Inc........................ Delaware Arthur J. Gallagher & Co. (Bermuda) Limited................... Bermuda Arthur J. Gallagher Intermediaries (Bermuda) Limited........ Bermuda Arthur J. Gallagher Management (Bermuda) Limited............ Bermuda Arthur J. Gallagher & Co.--Little Rock........................ Arkansas Arthur J. Gallagher & Co. of Georgia, Inc..................... Georgia Gallagher Plumer Holdings Limited............................. England Arthur J. Gallagher (UK) Limited.............................. England John Plumer & Company Limited............................... England John Plumer & Partners Limited.............................. England John Plumer & Partners Marine Limited..................... England AJG Twenty Three Limited.................................... England AJG Twenty Two Limited...................................... England Arthur J. Gallagher Aviation Limited........................ England AJG Twenty Limited.......................................... England AJG Twenty One Limited...................................... England Arthur J. Gallagher & Partners (UK) Limited................. England Arthur J. Gallagher Financial Services, Inc................... Delaware Gallagher Bassett Services, Inc............................... Delaware Gallagher Bassett of New York, Inc.......................... New York Gallagher Bassett International Ltd......................... Delaware
STATE OR OTHER JURISDICTION OF NAME INCORPORATION ---- --------------- Gallagher Bassett International Ltd. (UK).................. England Gallagher Bassett International S.A.......................... France Arthur J. Gallagher & Co. Insurance Brokers of California, Inc......................................................... California Charity First Insurance Services, Inc...................... California Arthur J. Gallagher & Co. of Connecticut, Inc................ Connecticut Arthur J. Gallagher Intermediaries, Inc...................... New York LHC of Illinois, Inc......................................... Illinois Arthur J. Gallagher & Co. of Michigan, Inc................... Michigan Arthur J. Gallagher & Co.--Denver............................ Colorado Arthur J. Gallagher & Co. of Washington, Inc................. Washington AJG Capital, Inc.(2)......................................... Illinois Gallagher Louisiana, Inc..................................... Louisiana Arthur J. Gallagher of Louisiana, Inc...................... Louisiana Broussard, Bush & Hurst of Mississippi, Inc.................. Mississippi Broussard, Bush & Hurst of Texas, Inc........................ Texas Gallagher ABOW, Inc.......................................... Michigan Arthur J. Gallagher & Co. of Wisconsin, Inc.................. Wisconsin Gallagher Woodsmall, Inc..................................... Missouri Woodsmall Benefit Services, Inc............................ Delaware Gallagher Benefit Services of New York, Inc.................. New York Arthur J. Gallagher & Co. of New Jersey, Inc................. New Jersey Arthur J. Gallagher & Co. Ohio Life Agency, Inc.............. Ohio Gallagher Pipino, Inc........................................ Ohio Arthur J. Gallagher & Co. of Pennsylvania, Inc............... Pennsylvania Gallagher Benefit Services of Texas, Inc..................... Texas Arthur J. Gallagher & Co. of Minnesota, Inc.................. Minnesota Risk Management Partners Ltd.(3)............................. England IMC Insurance Management Corporation......................... Missouri IMC Services Corporation................................... Missouri
- -------- (1) The Company conducts some of its operations under the following names: Gallagher Benefit Services, Gallagher Bassett Benefit Administrators, Gallagher Bassett Information Services, Pacific Atlantic Administrators, The Boston Insurance Center, Gallagher Heffernan, Gallagher Newman, Broussard, Bush & Hurst, Henley, Williams & Associates, Gallagher Steel Agency, Gallagher Emperion, Bryce Insurance, BHK&R, Inc., CMC Claims Management Corporation, The Planning Corporation and Environmental Claims Management Incorporated. (2) 10% of the Common Stock of AJG Capital, Inc. is owned by an unrelated party. (3) 50% of the Common Stock of Risk Management Partners Ltd. is owned by an unrelated party. EX-23.1 4 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS Our audits included the consolidated financial statement schedule of Arthur J. Gallagher & Co. listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the consolidated financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We consent to the incorporation by reference in the Registration Statements (Form S-8, No. 33-604 and Form S-8, No. 33-14625) pertaining to the Arthur J. Gallagher & Co. Incentive, United Kingdom Incentive and Nonqualified Stock Option Plans, in the Registration Statement (Form S-8, No. 33-30762) pertaining to the Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option Plan, in the Registration Statements (Form S-8, No. 33-24251 and Form S-8, No. 33-38031) pertaining to the Arthur J. Gallagher & Co. 1988 Incentive and 1988 Nonqualified Stock Option Plans, in the Registration Statement (Form S-8, No. 33-30816) pertaining to the Arthur J. Gallagher & Co. Non-Employee Directors' Stock Option Plan, in the Registration Statements (Form S-8, No. 33-64614 and Form S-8, No. 33-80648) pertaining to the Arthur J. Gallagher & Co. 1988 Incentive, 1988 Nonqualified, and Non-Employee Directors' Stock Option Plans, and in the related Prospectuses, of our report dated January 18, 1996 with respect to the consolidated financial statements included herein, and our report, with respect to which the date is January 18, 1996, included in the preceding paragraph with respect to the consolidated financial statement schedule included in this Annual Report on Form 10-K of Arthur J. Gallagher & Co. /s/ Ernst & Young LLP ------------------------------------- ERNST & YOUNG LLP Chicago, Illinois March 1, 1996 EX-24 5 EXHIBIT 24 EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carl E. Fasig his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co. Annual Report on Form 10-K for the fiscal year ending December 31, 1995 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 28th day of February, 1996. /s/ T. KIMBALL BROOKER ---------------------------- T. KIMBALL BROOKER EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carl E. Fasig his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co. Annual Report on Form 10-K for the fiscal year ending December 31, 1995 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 28th day of February, 1996. /s/ JOHN G. CAMPBELL ---------------------------- JOHN G. CAMPBELL EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carl E. Fasig his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co. Annual Report on Form 10-K for the fiscal year ending December 31, 1995 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 28th day of February, 1996. /s/ ROBERT E. GALLAGHER ---------------------------- ROBERT E. GALLAGHER EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carl E. Fasig his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co. Annual Report on Form 10-K for the fiscal year ending December 31, 1995 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 28th day of February, 1996. /s/ JACK M. GREENBERG ---------------------------- JACK M. GREENBERG EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carl E. Fasig his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co. Annual Report on Form 10-K for the fiscal year ending December 31, 1995 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 28th day of February, 1996. /s/ PHILIP A. MARINEAU ---------------------------- PHILIP A. MARINEAU EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carl E. Fasig his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co. Annual Report on Form 10-K for the fiscal year ending December 31, 1995 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 28th day of February, 1996. /s/ WALTER F. MC CLURE ---------------------------- WALTER F. MC CLURE EXHIBIT 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Carl E. Fasig his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and in his name, place and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co. Annual Report on Form 10-K for the fiscal year ending December 31, 1995 and any and all amendments thereto and (ii) to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly executed this instrument as of this 28th day of February, 1996. /s/ JAMES R. WIMMER ---------------------------- JAMES R. WIMMER EX-27 6 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ARTHUR J. GALLAGHER & CO. CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE 1995 FORM 10-K ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR YEAR DEC-31-1995 DEC-31-1994 JAN-01-1995 JAN-01-1994 DEC-31-1995 DEC-31-1994 121,264 114,394 46,123 42,637 193,733 183,207 709 846 0 0 381,654 360,855 66,958 60,776 (44,325) (40,155) 495,794 462,069 363,851 352,708 0 0 15,426 15,132 0 0 0 0 102,716 81,113 495,794 462,069 395,929 357,972 411,998 367,664 218,740 196,816 218,740 196,816 130,393 117,835 0 0 0 0 62,865 53,013 21,374 18,608 41,491 34,405 0 0 0 0 0 0 41,491 34,405 2.54 2.12 2.54 2.12
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