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

July 26, 2018

Date of Report: (Date of earliest event reported)

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

Delaware	1-09761	36-2151613
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2850 W. Golf Road, Rolling Meadows, Illinois 60008-4050, (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition

On July 26, 2018, Arthur J. Gallagher & Co. (the Company) issued a press release setting forth the company’s financial results for the quarter ended June 30, 2018 (the Earnings Release). A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

In connection with the filing of the Earnings Release, the Company made materials entitled “Supplemental Quarterly Data” and “CFO Commentary” available through the investor relations page of its website. The CFO Commentary includes certain estimates relating to 2018 results.

Item 9.01. Financial Statements and Exhibits

99.1 Press release, dated July  26, 2018, issued by Arthur J. Gallagher & Co.

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: July 26, 2018	By:	/s/ Douglas K. Howell
		Douglas K. Howell
		Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

ARTHUR J. GALLAGHER & CO. ANNOUNCES

SECOND QUARTER 2018 FINANCIAL RESULTS

ROLLING MEADOWS, IL, July 26, 2018 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended June 30, 2018. Management will host a webcast conference call to discuss these results on Thursday, July 26, 2018 at 5:15 p.m. ET/4:15 p.m. CT. To listen to the call, and for printer-friendly formats of this release and the “Supplemental Quarterly Data” and “CFO Commentary,” which may also be referenced during the call, please visit ajg.com/IR. These documents contain both GAAP and non-GAAP measures. Investors and other users of this information should read carefully the section entitled “Information Regarding Non-GAAP Measures” beginning on page 9. A new revenue recognition accounting standard was adopted as of January 1, 2018, using the full retrospective method to restate each prior reporting period presented. Accordingly, all 2017 amounts have been restated from previously reported information.

Summary of Financial Results – Second Quarter

Reconciliations of non-GAAP measures begin on page 2

(Dollars in millions, except per share data)	2nd Q 2018						2nd Q 2017						Change
	Reported GAAP			Adjusted Non-GAAP			Reported GAAP			Adjusted Non-GAAP			Reported GAAP			Adjusted Non-GAAP
Brokerage Segment
Revenues	$	1,000.1		$	994.0		$	896.1		$	906.4			12	%		10	%
Organic revenues				$	938.6					$	886.7						5.9	%
Net earnings	$	127.5					$	82.4						55	%
Net earnings margin		12.8	%					9.2	%					+355 bpts
Adjusted EBITDAC				$	254.3					$	224.6						13	%
Adjusted EBITDAC margin					25.6	%					24.8	%					+80 bpts
Diluted net earnings per share	$	0.68		$	0.67		$	0.44		$	0.50			55	%		34	%
Risk Management Segment
Revenues before reimbursements	$	201.9		$	201.9		$	181.6		$	181.8			11	%		11	%
Organic revenues				$	199.9					$	181.6						10.1	%
Net earnings	$	17.6					$	13.0						35	%
Net earnings margin (before reimbursements)		8.7	%					7.2	%					+156 bpts
Adjusted EBITDAC				$	35.8					$	29.7						21	%
Adjusted EBITDAC margin (before reimbursements)					17.7	%					16.3	%					+139 bpts
Diluted net earnings per share	$	0.09		$	0.10		$	0.07		$	0.07			29	%		43	%
Corporate Segment
Diluted net earnings per share	$	(0.15	)	$	(0.15	)	$	(0.12	)	$	(.09	)		-25	%		-67	%
Total Company
Diluted net earnings per share	$	0.62		$	0.62		$	0.39		$	0.48			59	%		29	%

“We delivered another outstanding quarter of operating performance and are optimistic about the remainder of the year. During the second quarter, we generated double digit revenue growth, organic revenue growth of 6.6% within our core brokerage and risk management segments, completed 12 mergers for nearly $150 million in annualized revenues, expanded margins and grew total company earnings per share,” said J. Patrick Gallagher, Jr., Chairman, President and CEO. “Our second quarter renewal data and our mid-year internal insurance rate survey suggest P&C pricing is up in nearly all lines and most geographies. More than 75% of our survey respondents expect to see modest rate increases continue through the rest of 2018. Modest rate increases, combined with global exposure unit growth, continues to be a favorable back drop for our talented production team to outperform.”

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Summary of Financial Results – Six Months Ended June 30, 2018

Reconciliations of non-GAAP measures begin on page 3

(Dollars in millions, except per share data)	6 Mths 2018						6 Mths 2017						Change
	Reported GAAP			Adjusted Non-GAAP			Reported GAAP			Adjusted Non-GAAP			Reported GAAP			Adjusted Non-GAAP
Brokerage Segment
Revenues	$	2,195.7		$	2,186.7		$	1,981.0		$	2,014.2			11	%		9	%
Organic revenues				$	2,082.2					$	1,977.1						5.3	%
Net earnings	$	366.7					$	262.0						40	%
Net earnings margin		16.7	%					13.2	%					+347 bpts
Adjusted EBITDAC				$	669.5					$	604.8						11	%
Adjusted EBITDAC margin					30.6	%					30.0	%					+59 bpts
Diluted net earnings per share	$	1.94		$	1.97		$	1.40		$	1.52			39	%		30	%
Risk Management Segment
Revenues before reimbursements	$	397.0		$	397.0		$	358.4		$	359.9			11	%		10	%
Organic revenues				$	391.6					$	359.6						8.9	%
Net earnings	$	33.5					$	26.8						25	%
Net earnings margin (before reimbursements)		8.4	%					7.5	%					+96 bpts
Adjusted EBITDAC				$	67.9					$	60.3						13	%
Adjusted EBITDAC margin (before reimbursements)					17.1	%					16.8	%					+35 bpts
Diluted net earnings per share	$	0.18		$	0.19		$	0.15		$	0.15			20	%		27	%
Corporate Segment
Diluted net earnings per share	$	(0.02	)	$	(0.02	)	$	0.10		$	0.17			-120	%		-112	%
Total Company
Diluted net earnings per share	$	2.10		$	2.14		$	1.65		$	1.84			27	%		16	%

Quarter Ended June 30 Reported GAAP to Adjusted Non-GAAP Reconciliation:

	Revenues Before																		Diluted Net
	Reimbursements						Net Earnings						EBITDAC						Earnings Per Share
Segment	2nd Q 18			2nd Q 17			2nd Q 18			2nd Q 17			2nd Q 18			2nd Q 17			2nd Q 18			2nd Q 17			Chg
	(in millions)						(in millions)						(in millions)
Brokerage, as reported	$	1,000.1		$	896.1		$	127.5		$	82.4		$	251.1		$	210.5		$	0.68		$	0.44
Gains on book sales		(6.1	)		(1.1	)		(4.7	)		(0.8	)		(6.1	)		(1.1	)		(0.02	)		—
Acquisition integration		—			—			—			2.3			—			3.3			—			0.01
Workforce & lease termination		—			—			2.7			3.7			3.5			5.4			0.01			0.02
Acquisition related adjustments		—			—			0.4			3.7			5.8			3.7			—			0.02
Levelized foreign currency translation		—			11.4			—			1.4			—			2.8			—			0.01
Brokerage, as adjusted *		994.0			906.4			125.9			92.7			254.3			224.6			0.67			0.50
Risk Management, as reported		201.9			181.6			17.6			13.0			34.7			29.5			0.09			0.07
Workforce & lease termination		—			—			0.8			0.2			1.1			0.3			0.01			—
Acquisition related adjustments		—			—			—			—			—			—			—			—
Levelized foreign currency translation		—			0.2			—			(0.1	)		—			(0.1	)		—			—
Risk Management, as adjusted *		201.9			181.8			18.4			13.1			35.8			29.7			0.10			0.07
Corporate, as reported		423.0			376.6			(21.4	)		(17.1	)		(50.1	)		(53.9	)		(0.15	)		(0.12	)
Litigation settlement		—			—			—			4.4			—			5.6			—			0.02
Home office lease termination/move		—			—			—			1.8			—			3.0			—			0.01
Corporate, as adjusted *		423.0			376.6			(21.4	)		(10.9	)		(50.1	)		(45.3	)		(0.15	)		(0.09	)
Total Company, as reported	$	1,625.0		$	1,454.3		$	123.7		$	78.3		$	235.7		$	186.1		$	0.62		$	0.39			59	%
Total Company, as adjusted *	$	1,618.9		$	1,464.8		$	122.9		$	94.9		$	240.0		$	209.0		$	0.62		$	0.48			29	%
Total Brokerage & Risk
Management, as reported	$	1,202.0		$	1,077.7		$	145.1		$	95.4		$	285.8		$	240.0		$	0.77		$	0.51			51	%
Total Brokerage & Risk
Management, as adjusted *	$	1,195.9		$	1,088.2		$	144.3		$	105.8		$	290.1		$	254.3		$	0.77		$	0.57			35	%

* For second quarter 2018, the pretax impact of the Brokerage segment adjustments totals $2.1 million, with a corresponding adjustment to the provision for income taxes of $0.5 million relating to these items. The pretax impact of the Risk Management segment adjustments totals $1.1 million, with a corresponding adjustment to the provision for income taxes of $0.3 million relating to these items. A detailed reconciliation of the 2018 and 2017 provision (benefit) for income taxes is shown on pages 13 and 14.

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Six Months Ended June 30 Reported GAAP to Adjusted Non-GAAP Reconciliation:

	Revenues Before																		Diluted Net
	Reimbursements						Net Earnings						EBITDAC						Earnings Per Share
Segment	6 Mths 18			6 Mths 17			6 Mths 18			6 Mths 17			6 Mths 18			6 Mths 17			6 Mths 18			6 Mths 17			Chg
	(in millions)						(in millions)						(in millions)
Brokerage, as reported	$	2,195.7		$	1,981.0		$	366.7		$	262.0		$	658.9		$	577.3		$	1.94		$	1.40
Gains on book sales		(9.0	)		(2.5	)		(6.9	)		(1.8	)		(9.0	)		(2.5	)		(0.04	)		(0.01	)
Acquisition integration		—			—			—			4.3			—			6.2			—			0.02
Workforce & lease termination		—			—			8.4			6.4			11.1			9.3			0.05			0.04
Acquisition related adjustments		—			—			4.3			9.9			8.5			6.0			0.02			0.05
Levelized foreign currency translation		—			35.7			—			3.7			—			8.5			—			0.02
Brokerage, as adjusted *		2,186.7			2,014.2			372.5			284.5			669.5			604.8			1.97			1.52
Risk Management, as reported		397.0			358.4			33.5			26.8			66.6			59.7			0.18			0.15
Workforce & lease termination		—			—			1.0			0.3			1.3			0.5			0.01			—
Acquisition related adjustments		—			—			(0.1	)		—			—			—			—			—
Levelized foreign currency translation		—			1.5			—			—			—			0.1			—			—
Risk Management, as adjusted *		397.0			359.9			34.4			27.1			67.9			60.3			0.19			0.15
Corporate, as reported		835.2			728.2			9.5			31.5			(110.0	)		(115.8	)		(0.02	)		0.10
Litigation settlement		—			—			—			8.8			—			11.1			—			0.05
Home office lease termination/move		—			—			—			4.2			—			7.0			—			0.02
Corporate, as adjusted *		835.2			728.2			9.5			44.5			(110.0	)		(97.7	)		(0.02	)		0.17
Total Company, as reported	$	3,427.9		$	3,067.6		$	409.7		$	320.3		$	615.5		$	521.2		$	2.10		$	1.65			27	%
Total Company, as adjusted *	$	3,418.9		$	3,102.3		$	416.4		$	356.1		$	627.4		$	567.4		$	2.14		$	1.84			16	%
Total Brokerage & Risk
Management, as reported	$	2,592.7		$	2,339.4		$	400.2		$	288.8		$	725.5		$	637.0		$	2.12		$	1.55			37	%
Total Brokerage & Risk
Management, as adjusted *	$	2,583.7		$	2,374.1		$	406.9		$	311.6		$	737.4		$	665.1		$	2.16		$	1.67			29	%

* For the six-month period ended June 30, 2018, the pretax impact of the Brokerage segment adjustments totals $7.7 million, with a corresponding adjustment to the provision for income taxes of $1.9 million relating to these items. The pretax impact of the Risk Management segment adjustments totals $1.2 million, with a corresponding adjustment to the provision for income taxes of $0.3 million relating to these items. A detailed reconciliation of the 2018 and 2017 provision (benefit) for income taxes is shown on pages 13 and 14.

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

Organic Revenues (Non-GAAP)	2nd Q 18			2nd Q 17			Change			6 Mths 18			6 Mths 17			Change
Base Commissions and Fees
Commissions and fees, as reported	$	908.4		$	823.7			10.3	%	$	2,001.0		$	1,812.7			10.4	%
Less commissions and fees from acquisitions		(37.4	)		—						(72.1	)		—
Less disposed of operations		—			(4.9	)					—			(9.3	)
Levelized foreign currency translation		—			10.8						—			32.8
Organic base commissions and fees	$	871.0		$	829.6			5.0	%	$	1,928.9		$	1,836.2			5.1	%
Supplemental Revenues
Supplemental revenues, as reported	$	48.1		$	35.8			34.4	%	$	100.1		$	83.1			20.5	%
Less supplemental revenues from acquisitions		(0.5	)		—						(1.0	)		—
Less disposed of operations		—			—						—			—
Levelized foreign currency translation		—			0.6						—			1.8
Organic supplemental revenues	$	47.6		$	36.4			30.8	%	$	99.1		$	84.9			16.7	%
Contingent Revenues
Contingent revenues, as reported	$	21.8		$	21.3			2.4	%	$	56.7		$	56.3			0.7	%
Less contingent revenues from acquisitions		(1.8	)		—						(2.5	)		—
Less disposed of operations		—			(0.6	)					—			(0.6	)
Levelized foreign currency translation		—			—						—			0.3
Organic contingent revenues	$	20.0		$	20.7			-3.4	%	$	54.2		$	56.0			-3.2	%
Total reported commissions, fees, supplemental revenues and contingent revenues	$	978.3		$	880.8			11.1	%	$	2,157.8		$	1,952.1			10.5	%
Less commissions, fees, supplemental revenues and contingent revenues from acquisitions		(39.7	)		—						(75.6	)		—
Less disposed of operations		—			(5.5	)					—			(9.9	)
Levelized foreign currency translation		—			11.4						—			34.9
Total organic commissions, fees, supplemental revenues and contingent revenues	$	938.6		$	886.7			5.9	%	$	2,082.2		$	1,977.1			5.3	%

Acquisition Activity	2nd Q 18		2nd Q 17		6 Mths 18		6 Mths 17
Number of acquisitions closed *		12		9		18		21
Estimated annualized revenues acquired (in millions)	$	145.2	$	30.3	$	171.9	$	92.8

* In the second quarter of 2018, Gallagher issued 213,000 shares in tax-free exchange acquisitions.

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

Compensation Expense and Ratios		2nd Q 18			2nd Q 17			6 Mths 18			6 Mths 17
Compensation expense, as reported		$	584.3		$	534.4		$	1,209.7		$	1,103.0
Acquisition integration			—			(2.6	)		—			(3.7	)
Workforce and lease termination related charges			(2.9	)		(4.3	)		(6.8	)		(7.8	)
Acquisition related adjustments			(5.8	)		(3.7	)		(8.5	)		(6.0	)
Levelized foreign currency translation			—			6.3			—			21.5
Compensation expense, as adjusted		$	575.6		$	530.1		$	1,194.4		$	1,107.0
Reported compensation expense ratios using reported revenues on pages 2 and 3	*		58.4	%		59.6	%		55.1	%		55.7	%
Adjusted compensation expense ratios using adjusted revenues on pages 2 and 3	*		57.9	%		58.5	%		54.6	%		55.0	%

* Reported second quarter compensation ratio was 1.2 pts lower than the same period in 2017. Adjusted second quarter compensation ratio was 0.6 pts lower than the same period in 2017. Both ratios were primarily impacted by savings in base compensation and employee benefits related to headcount controls, partially offset by an increase in incentive compensation related to favorable organic growth.

Operating Expense and Ratios		2nd Q 18			2nd Q 17			6 Mths 18			6 Mths 17
Operating expense, as reported		$	164.7		$	151.2		$	327.1		$	300.7
Acquisition integration			—			(0.7	)		—			(2.5	)
Workforce and lease termination related charges			(0.6	)		(1.1	)		(4.3	)		(1.5	)
Levelized foreign currency translation			—			2.3			—			5.7
Operating expense, as adjusted		$	164.1		$	151.7		$	322.8		$	302.4
Reported operating expense ratios using reported revenues on pages 2 and 3	*		16.5	%		16.9	%		14.9	%		15.2	%
Adjusted operating expense ratios using adjusted revenues on pages 2 and 3	*		16.5	%		16.7	%		14.8	%		15.0	%

* Reported second quarter operating expense ratio was 0.4 pts lower than the same period in 2017. Adjusted second quarter operating expense ratio was 0.2 pts lower than the same period in 2017. Both ratios were primarily impacted by savings in real estate and professional fees.

Net Earnings to Adjusted EBITDAC (Non-GAAP)	2nd Q 18			2nd Q 17			Change			6 Mths 18			6 Mths 17			Change
Net earnings, as reported	$	127.5		$	82.4			54.7	%	$	366.7		$	262.0			40.0	%
Provision for income taxes		43.1			42.7						122.8			139.6
Depreciation		14.3			16.1						29.1			31.0
Amortization		72.5			64.4						139.4			128.0
Change in estimated acquisition earnout payables		(6.3	)		4.9						0.9			16.7
EBITDAC		251.1			210.5			19.3	%		658.9			577.3			14.1	%
Gains from books of business sales		(6.1	)		(1.1	)					(9.0	)		(2.5	)
Acquisition integration		—			3.3						—			6.2
Workforce and lease termination related charges		3.5			5.4						11.1			9.3
Acquisition related adjustments		5.8			3.7						8.5			6.0
Levelized foreign currency translation		—			2.8						—			8.5
EBITDAC, as adjusted	$	254.3		$	224.6			13.2	%	$	669.5		$	604.8			10.7	%
Net earnings margin, as reported using reported revenues on pages 2 and 3		12.8	%		9.2	%		+355 bpts			16.7	%		13.2	%		+347 bpts
EBITDAC margin, as adjusted using adjusted revenues on pages 2 and 3		25.6	%		24.8	%		+80 bpts			30.6	%		30.0	%		+59 bpts

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

Organic Revenues (Non-GAAP)	2nd Q 18			2nd Q 17		Change			6 Mths 18			6 Mths 17		Change
Fees	$	198.5		$	180.3		10.1	%	$	391.8		$	355.9		10.1	%
International performance bonus fees		3.3			1.1					4.9			2.2
Fees as reported		201.8			181.4		11.3	%		396.7			358.1		10.8	%
Less fees from acquisitions		(1.9	)		—					(5.1	)		—
Levelized foreign currency translation		—			0.2					—			1.5
Organic fees	$	199.9		$	181.6		10.1	%	$	391.6		$	359.6		8.9	%

Compensation Expense and Ratios		2nd Q 18			2nd Q 17			6 Mths 18			6 Mths 17
Compensation expense, as reported		$	121.3		$	111.8		$	240.3		$	220.0
Workforce and lease termination related charges			(0.8	)		(0.3	)		(0.9	)		(0.5	)
Levelized foreign currency translation			—			0.3			—			1.1
Compensation expense, as adjusted		$	120.5		$	111.8		$	239.4		$	220.6
Reported compensation expense ratios using reported revenues (before reimbursements) on pages 2 and 3	*		60.1	%		61.6	%		60.5	%		61.4	%
Adjusted compensation expense ratios using adjusted revenues (before reimbursements) on pages 2 and 3	*		59.7	%		61.5	%		60.3	%		61.3	%

* Reported second quarter compensation ratio was 1.5 pts lower than the same period in 2017. Adjusted second quarter compensation ratio was 1.8 pts lower than the same period in 2017. Both ratios were primarily impacted by savings in base compensation and employee benefits related to headcount controls.

Operating Expense and Ratios		2nd Q 18			2nd Q 17			6 Mths 18			6 Mths 17
Operating expense, as reported		$	45.9		$	40.3		$	90.1		$	78.7
Workforce and lease termination related charges			(0.3	)		—			(0.4	)		—
Levelized foreign currency translation			—			—			—			0.3
Operating expense, as adjusted		$	45.6		$	40.3		$	89.7		$	79.0
Reported operating expense ratios using reported revenues (before reimbursements) on pages 2 and 3	*		22.7	%		22.2	%		22.7	%		22.0	%
Adjusted operating expense ratios using adjusted revenues (before reimbursements) on pages 2 and 3	*		22.6	%		22.2	%		22.6	%		22.0	%

* Reported second quarter operating expense ratio was 0.5 pts higher than the same period in 2017. Adjusted second quarter operating expense ratio was 0.4 pts higher than the same period in 2017. Both ratios were impacted by increased professional fees.

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

Net Earnings to Adjusted EBITDAC (Non-GAAP)	2nd Q 18			2nd Q 17			Change			6 Mths 18			6 Mths 17			Change
Net earnings, as reported	$	17.6		$	13.0			35.4	%	$	33.5		$	26.8			25.0	%
Provision for income taxes		6.4			7.6						12.1			15.9
Depreciation		9.5			8.0						18.3			15.4
Amortization		0.9			0.7						2.2			1.4
Change in estimated acquisition earnout payables		0.3			0.2						0.5			0.2
EBITDAC		34.7			29.5			17.6	%		66.6			59.7			11.6	%
Workforce and lease termination related charges		1.1			0.3						1.3			0.5
Levelized foreign currency translation		—			(0.1	)					—			0.1
EBITDAC, as adjusted	$	35.8		$	29.7			20.5	%	$	67.9		$	60.3			12.6	%
Net earnings margin, as reported using reported revenues (before reimbursements) on pages 2 and 3		8.7	%		7.2	%		+156 bpts			8.4	%		7.5	%		+96 bpts
EBITDAC margin, as adjusted using adjusted revenues (before reimbursements) on pages 2 and 3		17.7	%		16.3	%		+139 bpts			17.1	%		16.8	%		+35 bpts

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

	2018									2017
	Pretax Loss			Income Tax (Provision) Benefit			Net Earnings (Loss) Attributable to Controlling Interests			Pretax Loss			Income Tax (Provision) Benefit			Net Earnings (Loss) Attributable to Controlling Interests
2nd Quarter
Interest and banking costs	$	(34.4	)	$	8.9		$	(25.5	)	$	(32.4	)	$	13.0		$	(19.4	)
Clean energy related (1)		(44.8	)		59.2			14.4			(38.5	)		49.4			10.9
Acquisition costs		(3.0	)		0.4			(2.6	)		(2.4	)		0.6			(1.8	)
Corporate		(14.7	)		6.0			(8.7	)		(16.1	)		9.1			(7.0	)
Impact of U.S. tax reform		(0.8	)		(4.9	)		(5.7	)		—			—			—
Litigation settlement		—			—			—			(5.6	)		1.2			(4.4	)
Home office lease termination/move		—			—			—			(3.0	)		1.2			(1.8	)
Reported 2nd quarter		(97.7	)		69.6			(28.1	)		(98.0	)		74.5			(23.5	)
Litigation settlement		—			—			—			5.6			(1.2	)		4.4
Home office lease termination/move		—			—			—			3.0			(1.2	)		1.8
Adjusted 2nd quarter	$	(97.7	)	$	69.6		$	(28.1	)	$	(89.4	)	$	72.1		$	(17.3	)
Six Months
Interest and banking costs	$	(66.9	)	$	17.4		$	(49.5	)	$	(63.1	)	$	25.3		$	(37.8	)
Clean energy related (1)		(101.7	)		168.6			66.9			(89.6	)		163.6			74.0
Acquisition costs		(5.0	)		0.7			(4.3	)		(5.1	)		1.3			(3.8	)
Corporate		(28.2	)		23.0			(5.2	)		(27.9	)		26.8			(1.1	)
Impact of U.S. tax reform		(1.4	)		(11.0	)		(12.4	)		—			—			—
Litigation settlement		—			—			—			(11.1	)		2.3			(8.8	)
Home office lease termination/move		—			—			—			(7.0	)		2.8			(4.2	)
Reported six months		(203.2	)		198.7			(4.5	)		(203.8	)		222.1			18.3
Litigation settlement		—			—			—			11.1			(2.3	)		8.8
Home office lease termination/move		—			—			—			7.0			(2.8	)		4.2
Adjusted six months	$	(203.2	)	$	198.7		$	(4.5	)	$	(185.7	)	$	217.0		$	31.3

(1) Pretax loss for the second quarter is presented net of amounts attributable to noncontrolling interests of $6.7 million in 2018 and $6.4 million in 2017. Pretax loss for the six months ended June 30, is presented net of amounts attributable to noncontrolling interests of $14.0 million in 2018 and $13.2 million in 2017.

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Corporate Segment Reported GAAP to Adjusted Non-GAAP Reconciliations (continued):

Interest and banking costs and debt - At June 30, 2018, Gallagher had $3,248.0 million of borrowings from private placements, $135.0 million of short-term borrowings under its line of credit facility and $111.1 million outstanding under a revolving loan facility that provides funding for premium finance receivables, which are fully collateralized by the underlying premiums held by insurance carriers, and as such are excluded from our debt covenant computations. Gallagher issued $500.0 million private placement debt in June 2018 to fund the repayment of debt that matured on June 24, 2018, to reduce the credit facility balance and fund its second quarter 2018 acquisition activity.

Clean energy - Consists of the operating results related to our investments in 34 clean coal production plants and royalty income from clean coal licenses related to Chem-Mod LLC. In the CFO Commentary document as of June 13, 2018, Gallagher provided an estimate of our second quarter 2018 after-tax earnings for this line ranging between $11.0 million and $13.0 million. As shown on the previous page, Gallagher reported after-tax earnings of $14.4 million, which was above the mid-point of our previously provided estimates primarily due to a warmer than expected June. Additional information regarding these results is available in the “CFO Commentary” at ajg.com/IR.

Acquisition costs - Consists mostly of external professional fees and other due diligence costs related to acquisitions.

Corporate - Consists of overhead allocations mostly related to corporate staff compensation and other corporate level activities. In the CFO Commentary document as of June 13, 2018, Gallagher provided an estimate of our second quarter 2018 after-tax loss for this line ranging between $6.0 million and $8.0 million. As shown on the previous page, Gallagher reported an after-tax loss of $8.7 million, which was above the mid-point of our previously provided estimates primarily due to a revised interpretation of an international tax position taken in 2016. There is no such impact related to the 2017 or 2018 periods.

Litigation Settlement - During the third quarter of 2015, Gallagher settled litigation against certain former U.K. executives and their advisors for a pretax gain of $31.0 million ($22.3 million net of costs and taxes). Incremental expenses that arose in connection with this matter resulted in quarterly after-tax charges being incurred through June 30, 2017. No such charges were incurred in this segment in 2018.

Home Office Lease Termination/Move - During first quarter 2017, Gallagher relocated its corporate office headquarters to a nearby suburb of Chicago. No such charges were incurred in this segment in 2018.

Impact of U.S. Tax Reform - Consists of the book tax expense from (a) adjusting December 31, 2017 initial estimates from the U.S. tax legislation passed in the fourth quarter of 2017, which among other changes lowered the U.S. corporate tax rate from 35% to 21% effective January 1, 2018 and (b) the on-going impact of such legislation – principally the partial taxation of foreign earnings, nondeductible executive compensation and entertainment expenses. Under the SEC Staff Accounting Bulletin No. 118 guidance, in Gallagher’s December 31, 2017 consolidated financial statements, we recognized provisional amounts for deferred income taxes and repatriation tax based on reasonable estimates and interpretations of the new tax legislation. The ultimate impact of the new tax legislation may further differ from our current estimates of December 31, 2017 amounts, due to, among other things, changes in interpretations and assumptions Gallagher has made, or additional regulatory or accounting guidance that may be issued with respect to the new tax legislation. Any additional taxes associated with the ongoing impact of the tax legislation will most likely have a de minimis impact on our cash taxes paid due to tax credits generated from our clean energy investments.

Income Taxes

Gallagher allocates the provision for income taxes to its Brokerage and Risk Management segments using the local country statutory rates. Gallagher’s consolidated effective tax rate for the quarters ended June 30, 2018 and 2017 was (19.4)% and (44.7)%, respectively, which was lower than the statutory rate due to the amount of IRC Section 45 tax credits.

Webcast Conference Call

Gallagher will host a webcast conference call on Thursday, July 26, 2018 at 5:15 p.m. ET/4:15 p.m. CT. To listen to this call, please go to ajg.com/IR. The call will be available for replay at such website for at least 90 days.

About Arthur J. Gallagher & Co.

Arthur J. Gallagher & Co., an international insurance brokerage and risk management services firm, is headquartered in Rolling Meadows, Illinois, has operations in 34 countries and offers client-service capabilities in more than 150 countries around the world through a network of correspondent brokers and consultants.

Impact of New Revenue Recognition Accounting Standard

A new revenue recognition accounting standard was adopted as of January 1, 2018, using the full retrospective method to restate each prior reporting period presented. The cumulative effect of the adoption was recognized as an increase to retained earnings of $125.3 million on January 1, 2016. The impact of the adoption of the new guidance resulted in changes to our

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accounting policies for revenue recognition, trade and other receivables, deferred contract costs and deferred revenues. The primary impacts of the new standard to our segments are anticipated to be as follows:

With respect to the Brokerage segment, the adoption of the new standard had a material impact on the presentation of our results of operations in certain quarters due to timing changes in the recognition of certain revenue and expenses. As a result, we reported a different seasonality with respect to quarterly results after the adoption of the new standard, with a shift in the timing of revenue recognized from the second, third and fourth quarters, to the first quarter.

With respect to the Risk Management segment, under the new standard, when we have the obligation to adjust claims until closure, and are compensated on a per claim basis, we record the full amount of the claim revenue upon notification of the claim and defer certain revenues to reflect delivery of services over the claim handling period. When our obligation is to provide claims services throughout a contract period, we recognize revenue ratably across that contract period. As such, the net impact of the new guidance requires greater initial revenue deferral and recognition over a longer period of time than under our previous accounting policies.

With respect to the Corporate segment, the timing related to recognition of revenue remains substantially unchanged. While there is no material impact on our annual after-tax earnings, there is a material change to our after-tax earnings in the interim quarterly periods, as income tax credits are recognized based on our quarterly consolidated pretax earnings patterns.

Cautionary Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipates,” “believes,” “contemplates,” “see,” “should,” “could,” “will,” “estimates,” “expects,” “intends,” “plans” and variations thereof and similar expressions, are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding (i) the impact of tax reform on our results and clean energy investments; (ii) the impact of a new revenue recognition accounting standard; (iii) anticipated future results or performance of any segment or the Company as a whole; (iv) the premium rate environment and the state of insurance markets; and (v) the economic environment.

Gallagher’s actual results may differ materially from those contemplated by the forward-looking statements. Readers are therefore cautioned against relying on any of the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in our understanding of, or new IRS guidance relating to, tax reform; 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; and our actual experience implementing the new revenue recognition accounting standard.

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, 2017 for a more detailed discussion of these and other factors that could impact its forward-looking statements. Any forward-looking statement made by Gallagher in this press release speaks only as of the date on which it is made. Except as required by applicable law, Gallagher does not undertake to update the information included herein or the corresponding earnings release posted on Gallagher’s website.

Information Regarding Non-GAAP Measures

In addition to reporting financial results in accordance with GAAP, this press release provides information regarding EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share, as adjusted (adjusted EPS), for the Brokerage and Risk Management segments, adjusted revenues, adjusted compensation and operating expenses, adjusted compensation expense ratio, adjusted operating expense ratio and organic revenue measures for each operating segment. These measures are not in accordance with, or an alternative to, the GAAP information provided in this press release. Gallagher’s management believes that these presentations provide useful information to management, analysts and investors regarding financial and business trends relating to Gallagher’s results of operations and financial condition. See further below for definitions and the reason each of these measures is useful to investors. Gallagher’s industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments. The non-GAAP information provided by Gallagher should be used in addition to, but not as a substitute for, the GAAP information provided. As disclosed in its most recent Proxy Statement, beginning in first quarter 2017, Gallagher makes determinations regarding certain elements of executive officer compensation, performance share awards and annual cash incentive awards, partly on the basis of measures related to adjusted EBITDAC. Certain reclassifications have been made to the prior year amounts reported in this press release in order to conform them to the current year presentation.

Adjusted Non-GAAP presentation - Gallagher believes that the adjusted non-GAAP presentations of the current and prior year information, presented in this earnings release, provide stockholders and other interested persons with useful information regarding certain financial metrics of Gallagher that may assist such persons in analyzing Gallagher’s operating results as they develop a future earnings outlook for Gallagher. The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period. See pages 13 and 14 for a reconciliation of the adjustments made to income taxes.

• Adjusted revenues and expenses - Revenues (for the Brokerage segment), revenues before reimbursements (for the Risk Management segment), compensation expense and operating expense, respectively, each adjusted to exclude the following:

• Net gains realized from sales of books of business, which are primarily net proceeds received related to sales of books of business and other divestiture transactions.

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• Acquisition integration costs, which include costs related to certain of our large acquisitions, outside the scope of the usual tuck-in strategy, not expected to occur on an ongoing basis in the future once Gallagher fully assimilates the applicable acquisition. These costs are typically associated with redundant workforce, extra lease space, duplicate services and external costs incurred to assimilate the acquisition with our IT related systems.

• Workforce related charges, which primarily include severance costs related to employee terminations and other costs associated with redundant workforce.

• Lease termination related charges, which primarily include costs related to terminations of real estate leases and abandonment of leased space.

• Acquisition related adjustments, which include change in estimated acquisition earnout payables adjustments, impacts of acquisition valuation true-ups, impairment charges and acquisition related compensation charges.

• The impact of foreign currency translation, as applicable. The amounts excluded with respect to foreign currency translation are calculated by applying current year foreign exchange rates to the same periods in the prior year.

• Adjusted ratios - Adjusted compensation expense and adjusted operating expense, respectively, each divided by adjusted revenues.

Non-GAAP Earnings Measures

• EBITDAC and EBITDAC margin - EBITDAC is net earnings before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables and EBITDAC margin is EBITDAC divided by total revenues (for the brokerage segment) and revenues before reimbursements (for the risk management segment). These measures for the Brokerage and Risk Management segments provide a meaningful representation of Gallagher’s operating performance and, for the overall business, provide a meaningful way to measure its financial performance on an ongoing basis.

• Adjusted EBITDAC and Adjusted EBITDAC Margin - Adjusted EBITDAC is EBITDAC adjusted to exclude net gains realized from sales of books of business, acquisition integration costs, workforce related charges, lease termination related charges, acquisition related adjustments and the period-over-period impact of foreign currency translation, as applicable and Adjusted EBITDAC margin is Adjusted EBITDAC divided by total adjusted revenues (defined above). These measures for the Brokerage and Risk Management segments provide a meaningful representation of Gallagher’s operating performance, and are also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.

• Adjusted EPS for the Brokerage and Risk Management segments - Net earnings adjusted to exclude the after-tax impact of net gains realized from sales of books of business, acquisition integration costs, the impact of foreign currency translation, workforce related charges, lease termination related charges and acquisition related adjustments divided by diluted weighted average shares outstanding. This measure provides a meaningful representation of Gallagher’s operating performance (and as such should not be used as a measure of Gallagher’s liquidity), and is also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.

Organic Revenues (a non-GAAP measure) - For the Brokerage segment, organic change in base commission and fee revenues, supplemental revenues and contingent revenues exclude the first twelve months of such revenues generated from acquisitions and such revenues related to operations disposed of in each year presented. These revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of Gallagher in both the current and prior year. In addition, organic change in base commission and fee revenues, supplemental revenues and contingent revenues exclude the period-over-period impact of foreign currency translation. For the Risk Management segment, organic change in fee revenues excludes the first twelve months of fee revenues generated from acquisitions and the fee revenues related to operations disposed of in each year presented. In addition, change in organic growth excludes the period-over-period impact of foreign currency translation to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability or are due to the limited-time nature of these revenue sources.

These revenue items are excluded from organic revenues in order to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that are expected to continue in the current year and beyond. Gallagher has historically viewed organic revenue growth as an important indicator when assessing and evaluating the performance of its Brokerage and Risk Management segments. Gallagher also believes that using this non-GAAP measure allows readers of our financial statements to measure, analyze and compare the growth from its Brokerage and Risk Management segments in a meaningful and consistent manner.

Reconciliation of Non-GAAP Information Presented to GAAP Measures - This press release includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on pages 11 and 12), for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on pages 2 and 3), for organic revenue measures (on pages 4 and 6, respectively, for the Brokerage and Risk Management segments), for adjusted compensation and operating expenses and adjusted EBITDAC margin (on pages 5, 6 and 7), respectively, for the Brokerage and Risk Management segments). Reported compensation and operating expense ratios can also be found in the “Supplemental Quarterly Data” available at ajg.com/IR.

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Arthur J. Gallagher & Co.

Reported Statement of Earnings and EBITDAC - 2nd Qtr Ended June 30,

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

Brokerage Segment	2nd Q Ended June 30, 2018			2nd Q Ended June 30, 2017 As Restated*		6 Mths Ended June 30, 2018		6 Mths Ended June 30, 2017 As Restated*
Commissions	$	688.0		$	618.2	$	1,527.4	$	1,378.9
Fees		220.4			205.5		473.6		433.8
Supplemental revenues		48.1			35.8		100.1		83.1
Contingent revenues		21.8			21.3		56.7		56.3
Investment income and gains realized on books of business sales		21.8			15.3		37.9		28.9
Total revenues		1,000.1			896.1		2,195.7		1,981.0
Compensation		584.3			534.4		1,209.7		1,103.0
Operating		164.7			151.2		327.1		300.7
Depreciation		14.3			16.1		29.1		31.0
Amortization		72.5			64.4		139.4		128.0
Change in estimated acquisition earnout payables		(6.3	)		4.9		0.9		16.7
Expenses		829.5			771.0		1,706.2		1,579.4
Earnings before income taxes		170.6			125.1		489.5		401.6
Provision for income taxes		43.1			42.7		122.8		139.6
Net earnings		127.5			82.4		366.7		262.0
Net earnings attributable to noncontrolling interests		2.1			1.9		7.1		8.3
Net earnings attributable to controlling interests	$	125.4		$	80.5	$	359.6	$	253.7
EBITDAC
Net earnings	$	127.5		$	82.4	$	366.7	$	262.0
Provision for income taxes		43.1			42.7		122.8		139.6
Depreciation		14.3			16.1		29.1		31.0
Amortization		72.5			64.4		139.4		128.0
Change in estimated acquisition earnout payables		(6.3	)		4.9		0.9		16.7
EBITDAC	$	251.1		$	210.5	$	658.9	$	577.3
Risk Management Segment	2nd Q Ended June 30, 2018			2nd Q Ended June 30, 2017 As Restated*		6 Mths Ended June 30, 2018		6 Mths Ended June 30, 2017 As Restated*
Fees	$	201.8		$	181.4	$	396.7	$	358.1
Investment income		0.1			0.2		0.3		0.3
Revenues before reimbursements		201.9			181.6		397.0		358.4
Reimbursements		35.4			35.2		70.2		68.3
Total revenues		237.3			216.8		467.2		426.7
Compensation		121.3			111.8		240.3		220.0
Operating		45.9			40.3		90.1		78.7
Reimbursements		35.4			35.2		70.2		68.3
Depreciation		9.5			8.0		18.3		15.4
Amortization		0.9			0.7		2.2		1.4
Change in estimated acquisition earnout payables		0.3			0.2		0.5		0.2
Expenses		213.3			196.2		421.6		384.0
Earnings before income taxes		24.0			20.6		45.6		42.7
Provision for income taxes		6.4			7.6		12.1		15.9
Net earnings		17.6			13.0		33.5		26.8
Net earnings attributable to noncontrolling interests		—			—		—		—
Net earnings attributable to controlling interests	$	17.6		$	13.0	$	33.5	$	26.8
EBITDAC
Net earnings	$	17.6		$	13.0	$	33.5	$	26.8
Provision for income taxes		6.4			7.6		12.1		15.9
Depreciation		9.5			8.0		18.3		15.4
Amortization		0.9			0.7		2.2		1.4
Change in estimated acquisition earnout payables		0.3			0.2		0.5		0.2
EBITDAC	$	34.7		$	29.5	$	66.6	$	59.7

* Restated for the adoption of ASC 606 - Revenue from Contracts with Customers in first quarter 2018.

See “Information Regarding Non-GAAP Measures” on page 9 of 14.

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Arthur J. Gallagher & Co.

Reported Statement of Earnings and EBITDAC - 2nd Qtr Ended June 30,

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

Corporate Segment	2nd Q Ended June 30, 2018			2nd Q Ended June 30, 2017 As Restated*			6 Mths Ended June 30, 2018			6 Mths Ended June 30, 2017 As Restated*
Revenues from consolidated clean coal facilities	$	411.8		$	366.3		$	812.3		$	706.6
Royalty income from clean coal licenses		11.3			10.3			23.5			22.2
Loss from unconsolidated clean coal facilities		(0.7	)		(0.2	)		(1.2	)		(0.6	)
Other net revenues		0.6			0.2			0.6			—
Total revenues		423.0			376.6			835.2			728.2
Cost of revenues from consolidated clean coal facilities		441.8			397.1			873.0			764.0
Compensation		19.1			20.7			50.5			55.7
Operating		12.2			12.7			21.7			24.3
Interest		33.9			31.6			65.2			61.5
Depreciation		7.0			6.1			14.0			13.3
Expenses		514.0			468.2			1,024.4			918.8
Loss before income taxes		(91.0	)		(91.6	)		(189.2	)		(190.6	)
Benefit for income taxes		(69.6	)		(74.5	)		(198.7	)		(222.1	)
Net earnings (loss)		(21.4	)		(17.1	)		9.5			31.5
Net earnings attributable to noncontrolling interests		6.7			6.4			14.0			13.2
Net earnings (loss) attributable to controlling interests	$	(28.1	)	$	(23.5	)	$	(4.5	)	$	18.3
EBITDAC
Net earnings (loss)	$	(21.4	)	$	(17.1	)	$	9.5		$	31.5
Benefit for income taxes		(69.6	)		(74.5	)		(198.7	)		(222.1	)
Interest		33.9			31.6			65.2			61.5
Depreciation		7.0			6.1			14.0			13.3
EBITDAC	$	(50.1	)	$	(53.9	)	$	(110.0	)	$	(115.8	)
Total Company	2nd Q Ended June 30, 2018			2nd Q Ended June 30, 2017 As Restated*			6 Mths Ended June 30, 2018			6 Mths Ended June 30, 2017 As Restated*
Commissions	$	688.0		$	618.2		$	1,527.4		$	1,378.9
Fees		422.2			386.9			870.3			791.9
Supplemental revenues		48.1			35.8			100.1			83.1
Contingent revenues		21.8			21.3			56.7			56.3
Investment income and gains realized on books of business sales		21.9			15.5			38.2			29.2
Revenues from clean coal activities		422.4			376.4			834.6			728.2
Other net revenues - Corporate		0.6			0.2			0.6			—
Revenues before reimbursements		1,625.0			1,454.3			3,427.9			3,067.6
Reimbursements		35.4			35.2			70.2			68.3
Total revenues		1,660.4			1,489.5			3,498.1			3,135.9
Compensation		724.7			666.9			1,500.5			1,378.7
Operating		222.8			204.2			438.9			403.7
Reimbursements		35.4			35.2			70.2			68.3
Cost of revenues from clean coal activities		441.8			397.1			873.0			764.0
Interest		33.9			31.6			65.2			61.5
Depreciation		30.8			30.2			61.4			59.7
Amortization		73.4			65.1			141.6			129.4
Change in estimated acquisition earnout payables		(6.0	)		5.1			1.4			16.9
Expenses		1,556.8			1,435.4			3,152.2			2,882.2
Earnings before income taxes		103.6			54.1			345.9			253.7
Benefit for income taxes		(20.1	)		(24.2	)		(63.8	)		(66.6	)
Net earnings		123.7			78.3			409.7			320.3
Net earnings attributable to noncontrolling interests		8.8			8.3			21.1			21.5
Net earnings attributable to controlling interests	$	114.9		$	70.0		$	388.6		$	298.8
Diluted net earnings per share	$	0.62		$	0.39		$	2.10		$	1.65
Dividends declared per share	$	0.41		$	0.39		$	0.82		$	0.78
EBITDAC
Net earnings	$	123.7		$	78.3		$	409.7		$	320.3
Benefit for income taxes		(20.1	)		(24.2	)		(63.8	)		(66.6	)
Interest		33.9			31.6			65.2			61.5
Depreciation		30.8			30.2			61.4			59.7
Amortization		73.4			65.1			141.6			129.4
Change in estimated acquisition earnout payables		(6.0	)		5.1			1.4			16.9
EBITDAC	$	235.7		$	186.1		$	615.5		$	521.2

* Restated for the adoption of ASC 606 - Revenue from Contracts with Customers in first quarter 2018.

See “Information Regarding Non-GAAP Measures” on page 9 of 14.

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Arthur J. Gallagher & Co.

Consolidated Balance Sheet

(Unaudited - in millions except per share data)

	June 30, 2018			Dec 31, 2017 As Restated*
Cash and cash equivalents	$	652.2		$	681.2
Restricted cash		1,692.5			1,623.8
Premiums and fees receivable		5,142.2			4,082.8
Other current assets		878.1			881.6
Total current assets		8,365.0			7,269.4
Fixed assets - net		427.6			412.2
Deferred income taxes (includes tax credit carryforwards of $758.1 in 2018 and $683.3 in 2017)		716.3			851.6
Other noncurrent assets		586.7			567.1
Goodwill		4,403.9			4,164.8
Amortizable intangible assets - net		1,731.0			1,644.6
Total assets	$	16,230.5		$	14,909.7
Premiums payable to underwriting enterprises	$	5,982.7		$	4,986.0
Accrued compensation and other current liabilities		844.6			947.8
Deferred revenue - current		395.2			355.3
Premium financing debt		111.1			151.1
Corporate related borrowings - current		235.0			290.0
Total current liabilities		7,568.6			6,730.2
Corporate related borrowings - noncurrent		3,141.0			2,691.9
Deferred revenue - noncurrent		76.6			75.3
Other noncurrent liabilities		931.2			1,112.6
Total liabilities		11,717.4			10,610.0
Stockholders’ equity:
Common stock - issued and outstanding		182.6			181.0
Capital in excess of par value		3,446.4			3,388.2
Retained earnings		1,466.0			1,221.8
Accumulated other comprehensive loss		(651.4	)		(555.4	)
Total controlling interests stockholders’ equity		4,443.6			4,235.6
Noncontrolling interests		69.5			64.1
Total stockholders’ equity		4,513.1			4,299.7
Total liabilities and stockholders’ equity	$	16,230.5		$	14,909.7

Arthur J. Gallagher & Co.

Other Information

(Unaudited - data is rounded where indicated)

OTHER INFORMATION	2nd Q Ended June 30, 2018		2nd Q Ended June 30, 2017		6 Mths Ended June 30, 2018		6 Mths Ended June 30, 2017
Basic weighted average shares outstanding (000s)		182,370		179,860		181,918		179,375
Diluted weighted average shares outstanding (000s)		185,491		181,609		185,217		181,106
Number of common shares outstanding at end of period (000s)						182,612		180,164
Workforce at end of period (includes acquisitions):
Brokerage						21,944		19,425
Risk Management						6,061		5,781
Total Company						28,992		25,935

Reconciliation of Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per Share (Unaudited)

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

	Earnings (Loss) Before Income Taxes			Provision (Benefit) for Income Taxes			Net Earnings			Net Earnings (Loss) Attributable to Noncontrolling Interests		Net Earnings (Loss) Attributable to Controlling Interests			Diluted Net Earnings (Loss) per Share
2nd Q Ended June 30, 2018
Brokerage, as reported	$	170.6		$	43.1		$	127.5		$	2.1	$	125.4		$	0.68
Gains on book sales		(6.1	)		(1.4	)		(4.7	)		—		(4.7	)		(0.02	)
Workforce & lease termination		3.5			0.8			2.7			—		2.7			0.01
Acquisition related adjustments		0.5			0.1			0.4			—		0.4			—
Brokerage, as adjusted	$	168.5		$	42.6		$	125.9		$	2.1	$	123.8		$	0.67
Risk Management, as reported	$	24.0		$	6.4		$	17.6		$	—	$	17.6		$	0.09
Workforce & lease termination		1.1			0.3			0.8			—		0.8			0.01
Risk Management, as adjusted	$	25.1		$	6.7		$	18.4		$	—	$	18.4		$	0.10

* Restated for the adoption of ASC 606 - Revenue from Contracts with Customers in first quarter 2018.

See “Information Regarding Non-GAAP Measures” on page 9 of 14.

(13 of 14)

Reconciliation of Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per Share (Unaudited) - Continued

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

	Earnings (Loss) Before Income Taxes			Provision (Benefit) for Income Taxes			Net Earnings			Net Earnings (Loss) Attributable to Noncontrolling Interests		Net Earnings (Loss) Attributable to Controlling Interests			Diluted Net Earnings (Loss) per Share
2nd Q Ended June 30, 2017 - As Restated*
Brokerage, as reported	$	125.1		$	42.7		$	82.4		$	1.9	$	80.5		$	0.44
Gains on book sales		(1.1	)		(0.3	)		(0.8	)		—		(0.8	)		—
Acquisition integration		3.3			1.0			2.3			—		2.3			0.01
Workforce & lease termination		5.4			1.7			3.7			—		3.7			0.02
Acquisition related adjustments		5.3			1.6			3.7			—		3.7			0.02
Levelized foreign currency translation		2.0			0.6			1.4			—		1.4			0.01
Brokerage, as adjusted	$	140.0		$	47.3		$	92.7		$	1.9	$	90.8		$	0.50
Risk Management, as reported	$	20.6		$	7.6		$	13.0		$	—	$	13.0		$	0.07
Workforce & lease termination		0.3			0.1			0.2			—		0.2			—
Levelized foreign currency translation		(0.2	)		(0.1	)		(0.1	)		—		(0.1	)		—
Risk Management, as adjusted	$	20.7		$	7.6		$	13.1		$	—	$	13.1		$	0.07
Corporate, as reported	$	(91.6	)	$	(74.5	)	$	(17.1	)	$	6.4	$	(23.5	)	$	(0.12	)
Litigation settlement		5.6			1.2			4.4			—		4.4			0.02
Home office lease termination / move		3.0			1.2			1.8			—		1.8			0.01
Corporate, as adjusted	$	(83.0	)	$	(72.1	)	$	(10.9	)	$	6.4	$	(17.3	)	$	(0.09	)
	Earnings (Loss) Before Income Taxes			Provision (Benefit) for Income Taxes			Net Earnings			Net Earnings (Loss) Attributable to Noncontrolling Interests		Net Earnings (Loss) Attributable to Controlling Interests			Diluted Net Earnings (Loss) per Share
6 Mths Ended June 30, 2018
Brokerage, as reported	$	489.5		$	122.8		$	366.7		$	7.1	$	359.6		$	1.94
Gains on book sales		(9.0	)		(2.1	)		(6.9	)		—		(6.9	)		(0.04	)
Workforce & lease termination		11.1			2.7			8.4			—		8.4			0.05
Acquisition related adjustments		5.6			1.3			4.3			—		4.3			0.02
Brokerage, as adjusted	$	497.2		$	124.7		$	372.5		$	7.1	$	365.4		$	1.97
Risk Management, as reported	$	45.6		$	12.1		$	33.5		$	—	$	33.5		$	0.18
Workforce & lease termination		1.3			0.3			1.0			—		1.0			0.01
Acquisition related adjustments		(0.1	)		—			(0.1	)		—		(0.1	)		—
Risk Management, as adjusted	$	46.8		$	12.4		$	34.4		$	—	$	34.4		$	0.19
6 Mths Ended June 30, 2017- As Restated*
Brokerage, as reported	$	401.6		$	139.6		$	262.0		$	8.3	$	253.7		$	1.40
Gains on book sales		(2.5	)		(0.7	)		(1.8	)		—		(1.8	)		(0.01	)
Acquisition integration		6.2			1.9			4.3			—		4.3			0.02
Workforce & lease termination		9.3			2.9			6.4			—		6.4			0.04
Acquisition related adjustments		14.3			4.4			9.9			—		9.9			0.05
Levelized foreign currency translation		5.0			1.4			3.6			—		3.6			0.02
Brokerage, as adjusted	$	433.9		$	149.5		$	284.4		$	8.3	$	276.1		$	1.52
Risk Management, as reported	$	42.7		$	15.9		$	26.8		$	—	$	26.8		$	0.15
Workforce & lease termination		0.5			0.2			0.3			—		0.3			—
Risk Management, as adjusted	$	43.2		$	16.1		$	27.1		$	—	$	27.1		$	0.15
Corporate, as reported	$	(190.6	)	$	(222.1	)	$	31.5		$	13.2	$	18.3		$	0.10
Litigation settlement		11.1			2.3			8.8			—		8.8			0.05
Home office lease termination/move		7.0			2.8			4.2			—		4.2			0.02
Corporate, as adjusted	$	(172.5	)	$	(217.0	)	$	44.5		$	13.2	$	31.3		$	0.17

* Restated for the adoption of ASC 606 - Revenue from Contracts with Customers in first quarter 2018.

See “Information Regarding Non-GAAP Measures” on page 9 of 14.

Contact:     

Ray Iardella    

Vice President - Investor Relations    

630-285-3661 or ray_iardella@ajg.com    

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