8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

June 1, 2015

Date of Report: (Date of earliest event reported)

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

Delaware	1-9761	36-2151613
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

Arthur J. Gallagher & Co. (“Gallagher”) held its Annual Meeting of Stockholders on June 1, 2015 (the “Annual Meeting”). At the Annual Meeting, five items were submitted to Gallagher’s stockholders. The items are described in more detail in Gallagher’s definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2015. The final voting results are set forth below:

Item 1: Election of nine directors, each to serve for a one-year term until Gallagher’s 2016 Annual Meeting of Stockholders:

Directors	For		Against		Abstain		*Broker Non-Votes
Sherry S. Barrat		138,984,615		424,607		29,971		16,214,621
William L. Bax		138,351,211		1,059,370		28,612		16,214,621
D. John Coldman		138,590,378		818,606		30,209		16,214,621
Frank E. English, Jr.		138,442,387		967,198		29,608		16,214,621
J. Patrick Gallagher, Jr.		135,874,762		2,959,065		605,366		16,214,621
Elbert O. Hand		138,489,811		915,119		34,263		16,214,621
David S. Johnson		132,755,102		6,654,379		29,712		16,214,621
Kay W. McCurdy		138,878,927		532,513		27,753		16,214,621
Norman L. Rosenthal		138,435,411		962,869		40,913		16,214,621

	For		Against		Abstain		*Broker Non-Votes
Item 2: Ratification of the Appointment of Ernst & Young LLP as Gallagher’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2015		152,499,199		3,117,286		37,329		—
Item 3: Approval of the Arthur J. Gallagher & Co. Employee Stock Purchase Plan		137,982,796		1,385,958		70,439		16,214,621
Item 4: Approval of the Arthur J. Gallagher & Co. Senior Management Incentive Plan		135,365,562		2,377,891		1,695,740		16,214,621
Item 5: Advisory Vote on the Compensation of Gallagher’s Named Executive Officers		136,596,844		2,722,290		120,059		16,214,621

* Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters, such as the ratification of the Independent Registered Public Accounting Firm, but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of Directors, approval of the Gallagher Employee Stock Purchase Plan, approval of the Gallagher Senior Management Incentive Plan and the advisory vote on the compensation of Gallagher’s named executive officers.

Item 7.01. Regulation FD Disclosure.

The slides containing information presented at the Annual Meeting are furnished as Exhibit 99 to this report. This exhibit may also be accessed at Gallagher’s website (www.ajg.com) under the heading Investor Relations.

Item 9.01. Financial Statements and Exhibits.

99 Slides presented at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Arthur J. Gallagher & Co.
Date: June 1, 2015	/s/ WALTER D. BAY
	Walter D. Bay Vice President, General Counsel and Secretary

EX-99

Monday, June 1, 2015

Exhibit 99

2015 Annual Stockholders Meeting

Stockholders’

Meeting June 1, 2015

•

2015 Annual Meeting

•

Chairman’s Remarks

2014 Review

Closing Comments

•

Questions & Answers

2

2015 Board of Directors

•

Sherry S. Barrat

•

William L. Bax

•

D. John Coldman

•

Frank E. English, Jr.

•

Elbert O. Hand

•

David S. Johnson

•

Kay W. McCurdy

•

Norman L. Rosenthal, Ph.D.

3

Stockholders’

Meeting June 1, 2015

•

2015 Annual Meeting

4

Stockholders’

Meeting June 1, 2015

•

2015 Annual Meeting

•

Chairman’s Remarks

2014 Review

5

6

Information Regarding Forward-Looking Statements

This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used

in this presentation, the words “anticipates,” “believes,” “contemplates,” “see,” “should,” “could,” “will,” “estimates,” “expects,” “intends,”

“plans” and variations thereof and similar expressions, are intended to identify forward-looking statements.  Examples of forward-looking

statements in this presentation include, but are not limited to, statements regarding: (i) our debt levels and plans to borrow; (ii) the state of the

economy and our industry (including combined ratios for insurance companies, insurance rates, P&C pricing, exposure units and the existence of

a hard or firming market); (iii) drivers and expected levels of organic growth; (iv) our pace of, and expected sources of funding for, acquisition

activity (including our pace of expansion outside the United States), as well as the integration of recent acquisitions; (v) increasing productivity;

(vi) the financial condition of the company; (vii) total shareholder return; (viii) efficiencies and capabilities generated by system improvements;

(ix) the impact of expense reduction initiatives; and (x) the earnings impact of, and developments relating to, our clean energy investments. 

Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following:

•

Changes in worldwide and national economic conditions , changes in premium rates and in insurance markets generally, changes in the

insurance brokerage industry’s competitive landscape, changes in the regulatory environment, our inability to identify appropriate acquisition

targets at the right price, and the difficulties inherent in combining the cultures and systems of different companies could impact (i) – (ix)

above; and

•

Risks and uncertainties related to Gallagher’s clean energy investments – including uncertainties related to political and regulatory risks,

including potential actions by Congress or challenges by the IRS eliminating or reducing the availability of tax credits under IRC Section 45

retroactively and/or going forward; the ability to maintain and find co-investors; the potential for divergent business objectives by co-

investors and other stakeholders; plant operational risks, including supply-chain risks; utilities’ future use of, or demand for, coal; the market

price of coal; the costs of moving a clean coal plant; intellectual property litigation risks; and environmental risks – could impact (x) above.

Please refer to Gallagher’s filings with the SEC, including Item 1A, “Risk Factors,” of its Annual Report on Form 10-K  for the fiscal year ended

December 31, 2014 for a more detailed discussion of these and other factors that could impact its forward-looking statements.

7

Information Regarding Non-GAAP Measures

This presentation includes references to Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted Revenues, Adjusted Operating Expense Ratio and Organic Growth, which are measures not in accordance with, or an alternative

to, the GAAP information provided herein.

                                         - Gallagher believes that each of Adjusted EBITDAC and Adjusted EBITDAC margin, as defined below, provides a meaningful representation of its operating performance and improves the comparability of

Gallagher’s results between periods by eliminating the impact of certain items that have a high degree of variability.

                                         is defined as earnings from continuing operations before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables (EBITDAC), further adjusted to

exclude gains realized from sales of books of business, acquisition integration costs, earnout related compensation charges, workforce related charges, lease termination related charges, New South Wales client run-off 

costs, South Australia and claim portfolio transfer ramp up fees/costs, acquisition related adjustments and the period-over-period impact of foreign currency translation, as applicable.

                                                        is defined as Adjusted EBITDAC divided by Adjusted Revenues (defined below).

The most directly comparable GAAP measure for these non-GAAP earnings measures is net earnings. For the Brokerage Segment, the Risk Management Segment, and the two segments on a combined basis, net earnings was

$156 million, $42 million and $198 million, respectively, in 2012, $205 million, $46 million and $251 million in 2013, and $264 million, $41 million and $305 million, respectively, in 2014.

                                                                   - Gallagher believes that Adjusted Revenues and Adjusted Operating Expense Ratio, each as defined below, provides stockholders and other interested persons with useful information that

will assist such persons in analyzing Gallagher’s operating results as they develop a future outlook for Gallagher. Gallagher believes that Organic Growth provides a comparable measurement of revenue growth that is

associated with the revenue sources that will be continuing in 2015 and beyond.  Gallagher has historically viewed organic revenue growth as an important indicator when assessing and evaluating the performance of its

Brokerage and Risk Management segments. Gallagher also believes that using this measure allows financial statement users to measure, analyze and compare the growth from its Brokerage and Risk Management segments in

a meaningful and consistent manner.

                                          is defined as revenues, adjusted to exclude gains realized from sales of books of business, New Zealand earthquake claims administration fees and South Australia ramp up fees.

                                                                        is defined as operating expense, adjusted to eliminate lease termination and abandonment charges, acquisition related adjustments and integration costs, costs related to New Zealand

earthquake claims administration, South Australia and claim portfolio transfer ramp up costs,  and the impact of foreign currency translation, as applicable, divided by Adjusted Revenues.

                                   is defined as organic change in commission and fee revenues (including supplemental and contingent commissions), and excludes the first twelve months of net commission and fee revenues generated from

acquisitions accounted for as purchases and the net commission and fee revenues related to operations disposed of in each year presented. These commissions and fees are excluded from organic revenues in order to help

interested persons analyze the revenue growth associated with the operations that were a part of Gallagher in both the current and prior year. In addition, change in organic growth excludes the period-over-period impact of

foreign currency translation. The amounts excluded with respect to foreign currency translation are calculated by applying 2014 foreign exchange rates to the same periods in 2013.

The most directly comparable GAAP measure for Adjusted Revenues and Organic Growth is reported revenues. For the Brokerage Segment, reported revenues were $533 million, $679 million, $783 million, $863 million, $946

million, $1,007 million, $1,114 million, $1,188 million, $1,276 million, $1,341 million, $1,556 million, $1,827 million, $2,144 million and $2,914 million, in 2001, 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 

2012, 2013 and 2014, respectively. The most directly comparable GAAP measure for Adjusted Operating Expense Ratio is reported operating expense, which was $247 million and $534 million in 2008 and 2014, respectively,

for the Brokerage Segment and $126 million and $173 million in 2008 and 2014, respectively, for the Risk Management Segment.

                                 – For other reconciliations, please see the appendix at the back of this presentation and the examples set forth in "Reconciliation of Non-GAAP Measures  and supplemental quarterly financial data " on

Gallagher's Web site at www.ajg.com/IR.

Earnings Measures

Adjusted EBITDAC

Adjusted EBITDAC margin

Revenue and Expense Measures

Adjusted Revenues

Adjusted Operating Expense Ratio

Organic Growth

Reconciliations

8

Who We Are

•

Founded in 1927

•

Public

since

1984

–

30

years

ago

•

One of the World’s Leading Insurance Brokers **

•

World’s largest  P&C third-party administrator **

3.1%

$

0.37

52-Week Range

$

49.46

Hi

$

42.97

Lo

Outstanding Shares

164.6M

Dividend Yield

2015 Q1 Dividend/Share

at January 29, 2015

*     As of 12/31/14 unless otherwise indicated.

**

According

to

Business

Insurance.

*** Brokerage and Risk Management adjusted revenue as of December 31, 2014.

$

3.6B+

Acquired Revenues –

2014

$

761.2M

$

7.7B

2014 Total Adjusted

Revenues***

Market Cap

650+

Employees

20,240

Sales/Service Offices –

30 Countries

NYSE

AJG

Key Facts*

Key Shareholder Data*

•

81% of revenue*

•

We sell insurance and consult on insurance programs

•

P&C and benefits

•

Retail and wholesale

•

Primarily middle-market commercial clients and individuals

•

78%

of

revenue

is

commissions

–

22%

is

fee-based

•

19% of revenue*

•

We adjust claims and help companies and carriers reduce their losses

•

Workers compensation, liability, managed care, property and auto

•

Modest amount of storm/quake claims

•

Primarily Fortune 1000 clients

•

90% of revenue from non-affiliated brokerage customers and their clients

Snapshot of Core Operations

*Brokerage and Risk Management adjusted revenue as of December 31, 2014.

9

Brokerage

Segment

Risk Management

Segment

Diverse Revenue Base

Risk Management

Brokerage

*Brokerage and Risk Management adjusted revenue as of December 31, 2014.

10

Wholesale

Retail-P/C

Retail-Benefits

Domestic

International

Property

Workers

Compensation

Liability

Domestic

International

60%

17%

23%

71%

4%

23%

77%

23%

65%

35%

Brokerage

Segment

–

2014

See important disclosures regarding Non-GAAP measures on Page 7.

11

(in $M)

12

(in $M)

Risk

Management

Segment

–

2014

See important disclosures regarding Non-GAAP measures on Page 7.

$604

$664

$550

$600

$625

$650

$675

2013

2014

Adjusted Revenues

10%

$95

$110

$80

$90

$100

$110

$120

2013

2014

Adjusted EBITDAC

16%

9.3%

9.5%

5.0%

7.0%

9.0%

11.0%

13.0%

2013

2014

Total Organic Growth

15.6%

12.0%

14.0%

16.0%

18.0%

20.0%

2013

2014

Adjusted EBITDAC Margin

$575

16.5%

13

Brokerage & Risk Mgmt Combined –

2014

(in $M)

See important disclosures regarding Non-GAAP measures on Page 7.

$2,754

$3,571

$2,400

$2,800

$3,200

$3,600

2013

2014

Adjusted Revenues

30%

6.0%

5.5%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

2013

2014

Total Organic Growth

$605

$843

$500

$600

$700

$800

$900

2013

2014

Adjusted EBITDAC

39%

22%

24%

20.0%

21.0%

22.0%

23.0%

24.0%

2013

2014

Adjusted EBITDAC Margin

Adjusted Net Earnings from Clean Energy Investments

(in $M)

2009

2010

2011

2012

2013

2014

Excludes non-cash after tax gains of $14.1m and $5.8m from re-consolidation accounting gains related to

clean-energy investments recorded in first quarters of 2014 and 2013, respectively.

14

Dividends Per Share

*Indicated –

On January 29, 2015, Gallagher’s Board of Directors declared a $.37 per share first-quarter 2015 dividend.

1984

2015

$1.48*

15

2014 Was An Extraordinary Year!

See important disclosures regarding Non-GAAP measures on Page 7 and Page 14.

Outstanding Brokerage &

Risk Management growth:

•

30% adjusted revenue growth

•

39% adjusted EBITDAC growth

•

21% adjusted EPS growth

•

163 bps margin improvement

Strong clean energy

contribution:

•

56% increase in adjusted net earnings

from 2013

•

$90.5m of adjusted net earnings

Record M&A growth:

$761m in acquired revenues

•

Crombie/OAMPS

•

Oval

•

Noraxis

+57 additional -

avg $4m in 

revenue

All while accomplishing:

•

Global M&A integration

•

$945m secondary offering

•

$700m private placement

•

De-risking retirement plan

16

Consistent Growth Strategy

17

Consistent Growth Strategy –

Organic

18

Driving Organic Growth –

Brokerage

Organic

Growth

Grow our

own

Hire

experienced

teams

Focus

into

Niches

Provide

Sales

training

Cross

Selling

Enhance carrier compensation

Global expansion

19

mgmt

tools

and

Driving Organic Growth –

Risk Management

Organic

Growth

Direct sales

force

Non-affiliated

insurance

brokers

Comm’l

Entities

Consistently

improving

Cross

selling

Alternate

Markets

Carriers

Product expansion

Global expansion

20

products &

services

Expertise,

Analytics,

Systems

Niche Expertise Teams -

Brokerage

Aviation & Aerospace

Automotive

Agribusiness

Real Estate

Manufacturing

Global Risks

Construction

Personal

Marine

Life Solutions

Life Sciences

Hospitality

Higher Education

Healthcare

Environmental

Entertainment

Energy

Private Equity

Professional Groups

Public Entity

Religious/Nonprofit

Restaurant

Scholastic

Technology/Telecom

Trade Credit

Transportation

21

Brokerage & Risk Mgmt Organic Growth

See important disclosures regarding Non-GAAP measures on Page 7.

22

23

Commercial P&C Pricing Shows Flattening Cycle

CPI

135

Rates

98

Commercial

Rate

Index

reflects

the

cost

of

P&C

premiums

relative

to

the

year

2000.

Constructed

using

Counsel

of

Insurance Agents and Brokers (CIAB) data.  CPI index uses data from the Bureau of Labor Statistics.

80

90

100

110

120

130

140

150

160

Gallagher Sales Culture  Performs Through Any Pricing Cycle

2014 CIAB is

YTD as of 4Q.

Gallagher’s

Brokerage

Segment

Organic Growth

including

Supplemental

Commissions

See important disclosures regarding Non-GAAP measures on Page 7.

14.0%

16.0%

10.0%

2.0%

2.0%

5.0%

2.0%

-0.8%

-2.4%

-1.7%

3.1%

4.4%

5.6%

Gallagher

Organic

3.8%

19.8%

19.8%

8.1%

-4.1%

-8.0%

-5.2%

-12.1%

-11.0%

-5.4%

-5.6%

0.2%

4.4%

3.8%

CIAB

0.1%

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Soft Market

Hard

Market

Flattening Market

Gallagher Organic

CIAB -

Change in Avg. Commercial Rates

24

Flattening Rate Environment Is:

Better for Clients

Better for Carriers

Better for Brokers

25

Rate & Economy Effect on Organic Growth

Insurance

Rates &

Economy

New Business

and Improved

Retentions

26

Economy

Rates

With 4% organic growth,

less than 1% is from rate

and economy combined

Of the 1% effect from rates and

economy, 1/3 is from rate and

2/3 is from economy

Consistent Growth Strategy –

M&A

27

Annualized Revenues Acquired (in $M’s)

2014 –

Record Acquisition Revenue Growth 

28

$-

$100

$200

$300

$400

$500

$600

$700

$800

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

Domestic Property & Casualty  

Foreign Property & Casualty

Employee Benefits

Risk Management

M&A Opportunities Continue

Limited

Consolidators

Gallagher Acquisition

Units

Gallagher’s

Core

Competency

Vast Pipeline

Domestic and

International Markets

Highly Fragmented

18,000+

agents/brokers

just in the U.S.

Baby boomers

looking for exit

strategy

Need Gallagher’s

Expertise

Culture

Proven

History of

Doing the

Deal

Ability to

Integrate

Gallagher

Retail P&C

Wholesale

Benefits

International

MGA

MGU

Captive

29

Platforms In Place for Bolt-on M&A

30

International Correspondent Broker Network

Client Capabilities in 140 Countries

31

Integration Process 

•

Timing depends on size

•

Larger

deals

–

15

to

18

months

•

Smaller

deals

–

6

to

12

months

Integration

HR & Accounting

Systems Combined

IT Conversion

Closing

Team Strategy & Analysis

Spread across three different operating

units in four separate country platforms

-

Retail, Benefits, Wholesale

32

Productivity and Quality Initiatives

33

Focus Continues:

Optimizing

Productivity

& Quality

Controlling

Headcount

Established

Offshore

Centers of

Excellence

Utilizing

Sourcing to

Manage

Expenses

Building

Productivity

Tools –

DMS and

Workflow

Standardizing

Processes and

Systems

Optimizing

Real Estate

Footprint

Investing in

Business

Intelligence

Leveraging

Sales Force

Management

Tools

Continue

to Improve

Productivity

and Quality

34

Benefits Continue from Offshore Centers of Excellence

35

Client-Facing Efforts

•

Processes deliver consistent client service

•

Technology and tools improve operating efficiencies

•

Staffed by dedicated service professionals that:

•

Generate client applications and proposals

•

Handle client requests

•

Improves turn-around time on client requests

•

Supports production teams

•

Can still customize for niche practice areas

•

Easy for new acquisition partners to utilize

Building Client Service Operations

36

Behind the Scenes Efforts

Offshore Centers of Excellence Update

•

We now have more than 2,000 associates in four

locations

•

Utilized for processes such as:

•

Policy checking

•

Certificates of insurance

•

Auto ID cards

•

Renewal support

•

Accounting support

•

Substantially improved quality and reduced E&O costs

•

Easy for new acquisition partners to utilize

37

38

Quality Metrics

Efficiency Improvements

Drive Quality

Reduced policy delivery from 30 to 10 days

Achieved 99% quality rate

Reduced certificate of insurance delivery

expense by 20+%

Improved quality rate to 99.5%

Single agency management system and

standardized processes across the network

Real-time, up-to-date, quality client data in

single repository for 24/7 producer access

Automated data capturing for proposal and

standardized templates for generation –

reducing production time by 80+%

Better and more timely information to clients for

renewal

Centralized

billing

to

clients

–

previously

done

in 90 location now done by two teams

Reduces time and errors while improving cash

flows and increasing cost savings on resources

Consolidated 5 regional accounting centers to

1 divisional accounting in Itasca

Standardizes and automates data processes,

improves report timing, reduces errors savings,

and generates savings on resources

39

Reduced Adjusted Operating Expense Ratio

Brokerage

Risk Management

See important disclosures regarding Non-GAAP measures on Page 7.

27.0%

24.0%

23.0%

24.0%

25.0%

26.0%

27.0%

28.0%

2008

2014

20.8%

17.6%

16.0%

17.0%

18.0%

19.0%

20.0%

21.0%

22.0%

2008

2014

Brokerage & Risk Mgmt Adjusted EBITDAC Margin

See important disclosures regarding Non-GAAP measures on Page 7.

40

41

AJG –

2014 Best Mid-Sized Broker

Reactions

Magazine

AJG Intl/Palm –

2014 Private

Sector Insurer of the Year

General Palace

AJG Intl/OIM –

2014

MGA of the Year

Insurance Post

AJG Benefits Team –

2014

Group Risk Adviser of the Year

Corporate Adviser

AJG –

2013 Ranked Top Ten Best Companies

for

Leaders

–

Chief

Executive

Magazine

AJG –

2013 Ins Broking  CEO of the Year -

Reactions

Magazine

AJG Intl –

2013 Best Broker

M&A Deal of the Year

Reactions

Magazine

GB UK –

2013 Investor in People

UK National Standard

AJG U.K. Retail –

2013 Commercial Lines

Broker of the Year –

Insurance Times

AJG Intl/GCM –

2013 Best Latin

American/Caribbean Insurance Broker

Global Finance

Maintaining Culture

42

43

Recognized again in 2015 by Ethisphere as

One of the World’s Most Ethical Companies

44

One of “America’s Best Employers”

as recognized by Forbes Magazine

•

Selected from 1,100 U.S.-based employers with

more than 2,500 domestic employees

•

Across 25 industry sectors, including insurance

•

Independent, anonymous survey of 20,000

employees who work for large companies

•

Focused on six categories:

1.

Atmosphere at work and potential for

development

2.

Image

3.

Working conditions

4.

Salary/wage

5.

Workplace

6.

Diversity.

45

Why Invest?

You Believe Our Company Has:

Gallagher is well positioned for future growth

Right management

Unique culture

Proven growth strategy

Continuing M&A opportunities

Increasing productivity

Higher quality

Good use of leverage

Strong balance sheet

Excellent return to shareholders

46

Why Invest? We Are Just Getting Started                    

AJG

404%

S&P 500

86%

Source

for

data:

Bloomberg.

Total

returns

from

1/1/2000

–

12/31/2014

include

reinvestment

of

dividends.

47

For Additional Information:

Marsha Akin

Director –

Investor Relations

Marsha_Akin@ajg.com

Phone: 630-285-3501

49

Appendix: EBITDAC and Organic Growth Reconciliations

Brokerage Segment

Risk Management Segment

Corporate Segment

Total Company

Reconciliation of EBITDAC to Net Earnings

2014

2013

2014

2013

2014

2013

2014

2013

Net earnings

263.8

$        

204.8

$        

41.2

$          

46.2

$          

(1.6)

$          

17.6

$          

303.4

$        

268.6

$        

Provision (benefit) for income taxes

151.8

122.8

24.5

27.3

(212.3)

(144.2)

(36.0)

5.9

Interest

-

-

-

-

89.0

50.1

89.0

50.1

Depreciation

44.7

31.1

20.9

19.4

3.8

2.9

69.4

53.4

Amortization

186.7

122.7

2.8

2.5

-

-

189.5

125.2

Change in estimated acquisition earnout payables

17.5

2.6

-

(0.9)

-

-

17.5

1.7

EBITDAC

664.5

$        

484.0

$        

89.4

$          

94.5

$          

(121.1)

$       

(73.6)

$         

632.8

$        

504.9

$        

(Unaudited -

in millions except percentage data)

Information

Regarding  Non-GAAP

Measures

-

Year

Ended

December

31,

2014

and

2013

Arthur J. Gallagher & Co.

Combined Brokerage & Risk

Brokerage

Segment

Risk Management Segment

Management Segments

Organic Revenues

2014

2013

2014

2013

2014

2013

Total Commissions and Fees

Commissions as reported

2,083.0

$     

1,553.1

$     

-

$             

-

$             

2,083.0

$     

1,553.1

$     

Fees as reported

595.0

450.5

644.6

589.0

1,239.6

1,039.5

Supplemental commissions as reported

104.0

77.3

-

-

104.0

77.3

Contingent commissions as reported

84.7

52.1

-

-

84.7

52.1

International performance bonus fees

-

-

18.7

20.0

18.7

20.0

Less commissions and fees from acquisitions

(640.3)

-

(4.1)

-

(644.4)

-

Less commissions and fees from disposed of operations

-

(8.5)

-

-

-

(8.5)

Less South Australia ramp up fees

-

-

-

(1.4)

-

(1.4)

Less New Zealand earthquake claims administration

-

-

-

(0.1)

-

(0.1)

Levelized foreign currency translation

-

9.7

-

(5.3)

-

4.4

Total organic commissions and fees

2,226.4

$     

2,134.2

$     

659.2

$        

602.2

$        

2,885.6

$     

2,736.4

$     

Total organic change in commissions and fees

4.3%

9.5%

5.5%