ROLLING MEADOWS, Ill., May 1, 2025 /PRNewswire/ -- Arthur J. Gallagher & Co. (NYSE:AJG) today reported its financial results for the quarter ended March 31, 2025. Management will host a webcast conference call to discuss these results on Thursday, May 1, 2025 at 5:30 p.m. ET/4:30 p.m. CT. To listen to the call, and for printer-friendly formats of this release and the "CFO Commentary" and "Supplemental Quarterly Data," which may also be referenced during the call, please visit ajg.com/IR. These documents contain both GAAP and non-GAAP measures. Investors and other users of this information should read carefully the section entitled "Information Regarding Non-GAAP Measures" beginning on page 8.

Summary of Financial Results - First Quarter

		Revenues Before						Diluted Net Earnings
		Reimbursements		Net Earnings (Loss)		EBITDAC		(Loss) Per Share
Segment		1st Q 25	1st Q 24	1st Q 25	1st Q 24	1st Q 25	1st Q 24	1st Q 25	1st Q 24

		(in millions)		(in millions)		(in millions)

Brokerage, as reported		$ 3,314.6	$ 2,864.9	$ 816.1	$ 652.6	$ 1,351.0	$ 1,048.7	$ 3.13	$ 2.92
	Net (gains) on divestitures	(6.4)	(0.5)	(4.8)	(0.4)	(6.4)	(0.5)	(0.02)	-
	Acquisition integration	-	-	32.9	36.4	44.0	48.7	0.13	0.16
	Workforce and lease termination	-	-	13.4	8.7	17.9	11.6	0.05	0.04
	Acquisition related adjustments	-	(26.0)	24.6	(8.3)	30.1	23.8	0.09	(0.02)
	Amortization of intangible assets	-	-	152.2	116.7	-	-	0.59	0.53
	Effective income tax rate impact	-	-	-	(2.6)	-	-	-	(0.01)
	Levelized foreign currency
	translation	-	(17.8)	-	(6.3)	-	(8.5)	-	(0.03)

Brokerage, as adjusted *		3,308.2	2,820.6	1,034.4	796.8	1,436.6	1,123.8	3.97	3.59

Risk Management, as reported		373.4	352.8	41.1	39.3	71.5	70.5	0.16	0.18
	Net (gains) losses on divestitures	(0.2)	0.2	(0.1)	0.1	(0.2)	0.2	-	-
	Acquisition integration	-	-	1.1	0.5	1.6	0.7	-	-
	Workforce and lease termination	-	-	2.3	0.9	3.2	1.2	0.01	-
	Acquisition related adjustments	-	-	0.3	0.1	0.4	0.1	-	-
	Amortization of intangible assets	-	-	4.2	4.5	-	-	0.02	0.02
	Levelized foreign currency
	translation	-	(1.5)	-	0.1	-	-	-	-

Risk Management, as adjusted *		373.2	351.5	48.9	45.5	76.5	72.7	0.19	0.20

Corporate, as reported		0.4	0.4	(148.3)	(79.2)	(122.2)	(62.7)	(0.57)	(0.36)
	Transaction-related costs	-	-	20.0	2.7	23.1	3.2	0.08	0.02

Corporate, as adjusted *		0.4	0.4	(128.3)	(76.5)	(99.1)	(59.5)	(0.49)	(0.34)

Total Company, as reported		$ 3,688.4	$ 3,218.1	$ 708.9	$ 612.7	$ 1,300.3	$ 1,056.5	$ 2.72	$ 2.74

Total Company, as adjusted *		$ 3,681.8	$ 3,172.5	$ 955.0	$ 765.8	$ 1,414.0	$ 1,137.0	$ 3.67	$ 3.45

Total Brokerage & Risk
	Management, as reported	$ 3,688.0	$ 3,217.7	$ 857.2	$ 691.9	$ 1,422.5	$ 1,119.2	$ 3.29	$ 3.10

Total Brokerage & Risk
	Management, as adjusted *	$ 3,681.4	$ 3,172.1	$ 1,083.3	$ 842.3	$ 1,513.1	$ 1,196.5	$ 4.16	$ 3.79

For first quarter 2025, the pretax impact of the Brokerage segment adjustments totals $292.0 million, mostly due to non‑cash period expenses related to intangible amortization, with a corresponding adjustment to the provision for income taxes of $73.7 million relating to these items. For first quarter 2025, the pretax impact of the Risk Management segment adjustments totals $10.7 million, with a corresponding adjustment to the provision for income taxes of $2.9 million relating to these items. For first quarter 2025, the pretax impact of the Corporate segment adjustments totals $23.1 million, with a corresponding adjustment to the benefit for income taxes of $3.1 million relating to these items. A detailed reconciliation of the 2025 and 2024 provision (benefit) for income taxes is shown on pages 12 and 13.

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"We had a fantastic first quarter" said J. Patrick Gallagher, Jr., Chairman and CEO. "Our core brokerage and risk management segments combined to deliver 14% revenue growth, including organic revenue growth of 9%. Our first quarter net earnings margin increased 175 basis points to 23.0%, our adjusted EBITDAC margin increased 338 basis points to 41.1%, and adjusted EBITDAC grew year-over-year by 26%, the 20^th consecutive quarter of double-digit growth.

"We also completed 11 new mergers in the quarter with approximately $100 million of estimated annualized revenue. And in early April, we completed the acquisition of Woodruff Sawyer, adding more than $250 million of estimated annual revenue.

"Overall, the global P/C insurance market continues to behave rationally with carriers looking to grow in lines and geographies where there is an acceptable return and seeking rate increases where it's needed to generate an appropriate underwriting profit. Thus, we continue to see a bifurcation between commercial property and casualty renewal premium changes, with property declining 2% and casualty increasing 8% during first quarter 2025. Exposure changes, including mid-term policy endorsements, continue to be positive, and we have yet to see any meaningful changes in our customers' business activity from tariffs or the broader geopolitical environment.

"Our talented production staff has the expertise, the tools, the data and the service capabilities to guide clients and prospects in the current environment. I am very excited about 2025 and beyond."

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

Organic Revenues (Non-GAAP)		1st Q 2025	1st Q 2024

Base Commissions and Fees
Commissions and fees, as reported		$ 2,869.4	$ 2,600.3
Less commissions and fees from acquisitions		(90.6)	(26.0)
Less divested operations		-	(11.5)
Levelized foreign currency translation		-	(16.7)

Organic base commissions and fees		$ 2,778.8	$ 2,546.1

Organic change in base commissions and fees		9.1 %

Supplemental Revenues
Supplemental revenues, as reported		$ 113.9	$ 93.9
Less supplemental revenues from acquisitions		(0.1)	-
Levelized foreign currency translation		-	(0.3)

Organic supplemental revenues		$ 113.8	$ 93.6

Organic change in supplemental revenues		21.6 %

Contingent Revenues
Contingent revenues, as reported		$ 92.9	$ 86.0
Less contingent revenues from acquisitions		(1.3)	-
Levelized foreign currency translation		-	(0.4)

Organic contingent revenues		$ 91.6	$ 85.6

Organic change in contingent revenues		7.0 %

Total reported commissions, fees, supplemental
	revenues and contingent revenues	$ 3,076.2	$ 2,780.2
Less commissions, fees, supplemental revenues
	and contingent revenues from acquisitions	(92.0)	(26.0)
Less divested operations		-	(11.5)
Levelized foreign currency translation		-	(17.4)

Total organic commissions, fees, supplemental
	revenues and contingent revenues	$ 2,984.2	$ 2,725.3

Total organic change		9.5 %

Acquisition Activity	1st Q 2025	1st Q 2024

Number of acquisitions closed *	10	12
Estimated annualized revenues acquired (in millions)	$ 62.7	$ 69.2


*	In the first quarter of 2025 and 2024, Gallagher issued 49,000 and 357,000 shares, respectively, of its common stock directly to sellers in connection with tax-free exchange acquisitions.

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

Acquisition of AssuredPartners

As previously disclosed, on December 7, 2024, we agreed to acquire AssuredPartners for approximately $13.45 billion, subject to customary regulatory approvals, and standard closing conditions. On March 7, 2025, we received a request for additional information as part of the Hart-Scott-Rodino filing. We are actively responding to the request and expect that the transaction will close in the second half of 2025. We raised $8.5 billion of cash in our December 11, 2024 follow-on common stock offering and borrowed $5.0 billion of cash in our December 19, 2024 senior notes issuance (collectively the AssuredPartners Financing) to fund the transaction. On January 7, 2025, we received an additional $1.28 billion of cash due to the exercise by the underwriters of the overallotment provision related to the follow-on common stock offering.

Compensation Expense and Ratios			1st Q 2025	1st Q 2024

Compensation expense, as reported			$ 1,617.2	$ 1,476.8

Acquisition integration			(27.6)	(24.5)
Workforce and lease termination related charges			(16.5)	(10.4)
Acquisition related adjustments			(30.1)	(49.8)
Levelized foreign currency translation			-	(8.8)

Compensation expense, as adjusted			$ 1,543.0	$ 1,383.3

Reported compensation expense ratios using reported
	revenues on page 1	*	48.8 %	51.6 %
Adjusted compensation expense ratios using adjusted
	revenues on page 1	**	46.6 %	49.0 %


*	Reported first quarter 2025 compensation expense ratio was 2.8 pts lower than first quarter 2024. This ratio primarily benefited from higher revenues related to interest income earned on proceeds associated with the AssuredPartners Financing. This ratio also benefited from savings related to headcount controls and lower acquisition related adjustments, offset by higher workforce and lease termination costs.

**	Adjusted first quarter 2025 compensation expense ratio was 2.4 pts lower compared to first quarter 2024. This ratio primarily benefited from higher revenues related to interest income earned on proceeds associated with the AssuredPartners Financing. This ratio also benefited from savings related to headcount controls.

Operating Expense and Ratios			1st Q 2025	1st Q 2024

Operating expense, as reported			$ 346.4	$ 339.4

Acquisition integration			(16.4)	(24.2)
Workforce and lease termination related charges			(1.4)	(1.2)
Levelized foreign currency translation			-	(0.5)

Operating expense, as adjusted			$ 328.6	$ 313.5

Reported operating expense ratios using reported
	revenues on page 1	*	10.5 %	11.9 %
Adjusted operating expense ratios using adjusted
	revenues on page 1	**	9.9 %	11.1 %

*	Reported first quarter 2025 operating expense ratio was 1.4 pts lower than first quarter 2024. This ratio primarily benefited from lower travel and entertainment, technology, and integration costs, as well as savings in real estate expenses related to office consolidations. This ratio also benefited from higher revenues related to interest income earned on proceeds associated with the AssuredPartners Financing.

**	Adjusted first quarter 2025 operating expense ratio was 1.2 pts lower than first quarter 2024. This ratio was primarily benefited by lower travel and entertainment and technology costs, as well as savings in real estate expenses related to office consolidations. This ratio also benefited from higher revenues related to interest income earned on proceeds associated with the AssuredPartners Financing.

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

Net Earnings to Adjusted EBITDAC (Non-GAAP)			1st Q 2025	1st Q 2024

Net earnings, as reported			$ 816.1	$ 652.6
Provision for income taxes			283.0	223.5
Depreciation			32.9	32.8
Amortization			203.6	156.0
Change in estimated acquisition earnout payables			15.4	(16.2)

EBITDAC			1,351.0	1,048.7

Net (gains) on divestitures			(6.4)	(0.5)
Acquisition integration			44.0	48.7
Workforce and lease termination related charges			17.9	11.6
Acquisition related adjustments			30.1	23.8
Levelized foreign currency translation			-	(8.5)

EBITDAC, as adjusted			$ 1,436.6	$ 1,123.8

Net earnings margin, as reported using reported
	revenues on page 1	*	24.6 %	22.8 %
EBITDAC margin, as adjusted using adjusted
	revenues on page 1	*	43.4 %	39.8 %

*	First quarter 2025 adjusted EBITDAC margin would be 40.9% excluding approximately $143 million of interest income revenues earned on the proceeds received in December 2024 related to the AssuredPartners Financing.

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

Organic Revenues (Non-GAAP)	1st Q 2025	1st Q 2024

Fees	$ 362.9	$ 341.9
International performance bonus fees	1.7	2.6

Fees as reported	364.6	344.5

Less fees from acquisitions	(10.3)	-
Less divested operations	-	(2.0)
Levelized foreign currency translation	-	(1.5)

Organic fees	$ 354.3	$ 341.0

Organic change in fees	3.9 %

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

Compensation Expense and Ratios			1st Q 2025	1st Q 2024

Compensation expense, as reported			$ 231.1	$ 213.9

Acquisition integration			(0.5)	(0.6)
Workforce and lease termination related charges			(2.8)	(0.8)
Acquisition related adjustments			(0.4)	(0.1)
Levelized foreign currency translation			-	(1.2)

Compensation expense, as adjusted			$ 227.4	$ 211.2

Reported compensation expense ratios using reported
	revenues (before reimbursements) on page 1	*	61.9 %	60.6 %

Adjusted compensation expense ratios using adjusted
	revenues (before reimbursements) on page 1	**	60.9 %	60.1 %


*	Reported first quarter 2025 compensation expense ratio was 1.3 pts higher than first quarter 2024. This ratio was primarily impacted by higher employee benefit and workforce and lease termination costs, partially offset by savings in temporary help.

**	Adjusted first quarter 2025 compensation expense ratio was 0.8 pts higher than first quarter 2024. This ratio was primarily impacted by higher employee benefit costs, partially offset by savings in temporary help.

Operating Expense and Ratios			1st Q 2025	1st Q 2024

Operating expense, as reported			$ 70.8	$ 68.4

Acquisition integration			(1.1)	(0.1)
Workforce and lease termination related charges			(0.4)	(0.4)
Levelized foreign currency translation			-	(0.3)

Operating expense, as adjusted			$ 69.3	$ 67.6

Reported operating expense ratios using reported
	revenues (before reimbursements) on page 1	*	19.0 %	19.4 %

Adjusted operating expense ratios using reported
	revenues (before reimbursements) on page 1	**	18.6 %	19.2 %

*	Reported first quarter 2025 operating expense ratio was 0.4 pts lower than first quarter 2024. This ratio primarily benefited from savings in client-related expenses, partially offset by increased technology and integration costs.

**	Adjusted first quarter 2025 operating expense ratio was 0.6 pts lower than first quarter 2024. This ratio primarily benefited from savings in client-related expenses, partially offset by increased technology costs.

Net Earnings to Adjusted EBITDAC (Non-GAAP)		1st Q 2025	1st Q 2024

Net earnings, as reported		$ 41.1	$ 39.3
Provision for income taxes		14.8	13.9
Depreciation		9.5	10.9
Amortization		5.7	6.3
Change in estimated acquisition earnout payables		0.4	0.1

EBITDAC		71.5	70.5

Net (gains) losses on divestitures		(0.2)	0.2
Acquisition integration		1.6	0.7
Workforce and lease termination related charges		3.2	1.2
Acquisition related adjustments		0.4	0.1
Levelized foreign currency translation		-	-

EBITDAC, as adjusted		$ 76.5	$ 72.7

Net earnings margin, as reported using reported
	revenues (before reimbursements) on page 1	11.0 %	11.1 %

EBITDAC margin, as adjusted using adjusted
	revenues (before reimbursements) on page 1	20.5 %	20.7 %

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Corporate Segment Reported GAAP Information (dollars in millions):

		2025			2024
			Net Earnings			Net Earnings
			(Loss)			(Loss)
		Income	Attributable to		Income	Attributable to
	Pretax	Tax	Controlling	Pretax	Tax	Controlling
1st Quarter	Loss	Benefit	Interests	Loss	Benefit	Interests
Components of Corporate Segment, as reported

Interest and banking costs	$ (159.5)	$ 41.5	$ (118.0)	$ (93.1)	$ 24.2	$ (68.9)
Clean energy related	(1.8)	0.5	(1.3)	(1.9)	0.5	(1.4)
Acquisition costs (1)	(26.4)	3.4	(23.0)	(4.7)	0.8	(3.9)
Corporate (2)	(94.6)	88.6	(6.0)	(56.9)	51.9	(5.0)
		-			-
Reported 1st Quarter	(282.3)	134.0	(148.3)	(156.6)	77.4	(79.2)

Adjustments

Transaction-related costs (1)	23.1	(3.1)	20.0	3.2	(0.5)	2.7
	-	-	-	-	-	-
Components of Corporate Segment, as adjusted
Interest and banking costs	(159.5)	41.5	(118.0)	(93.1)	24.2	(68.9)
Clean energy related	(1.8)	0.5	(1.3)	(1.9)	0.5	(1.4)
Acquisition costs	(3.3)	0.3	(3.0)	(1.5)	0.3	(1.2)
Corporate (2)	(94.6)	88.6	(6.0)	(56.9)	51.9	(5.0)

Adjusted 1st Quarter	$ (259.2)	$ 130.9	$ (128.3)	$ (153.4)	$ 76.9	$ (76.5)


(1)	Gallagher incurred transaction-related costs, which include legal, consulting, employee compensation and other professional fees associated with completed, future and terminated acquisitions. Adjustments primarily relate to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations, the acquisitions of Buck, Cadence Insurance, Eastern Insurance Group, all of which closed in 2023, Woodruff Sawyer, which closed on April 10, 2025, and the pending acquisition of AssuredPartners.

(2)	Corporate pretax loss includes a net unrealized foreign exchange remeasurement loss of $(23.0) million in first quarter 2025 and a net unrealized foreign exchange remeasurement gain of $0.6 million in first quarter 2024.

Interest and banking costs and debt - At March 31, 2025, Gallagher had $9,550.0 million of borrowings from public debt, $3,523.0 million of borrowings from private placements and no borrowings under its line of credit facility. In addition, Gallagher had $152.8 million outstanding under a revolving loan facility that provides funding for premium finance receivables, which are fully collateralized by the underlying premiums held by insurance carriers, and as such are excluded from its debt covenant computations, as applicable. As previously announced, on April 3, 2025, Gallagher entered into an amendment and restatement to its Credit Agreement, dated as of June 22, 2023. The amendment and restatement, among other things, extended the maturity date of the Credit Agreement from June 22, 2028 to April 3, 2030 and increased the commitment from $1,700.0 million to $2,500.0 million (including a $75.0 million letter of credit sub-facility and a $250.0 million Euro swingline sub-facility). Interest and banking costs in first quarter 2025 are higher than the same period in 2024 primarily due to the debt issuances that occurred in February 2024 and December 2024.

Clean energy related - For 2025, this consists of operating results related to Gallagher's investments in new clean energy projects.

Acquisition costs - Consists mostly of external professional fees and other due diligence costs related to acquisitions. On occasion, Gallagher enters into forward currency hedges for the purchase price of committed, but not yet funded, acquisitions with funding requirements in currencies other than the U.S. dollar. The gains or losses, if any, associated with these hedge transactions are also included in acquisition costs.

Corporate - Consists of overhead allocations mostly related to corporate staff compensation, other corporate level activities, and net unrealized foreign exchange remeasurement. In addition, it includes the tax expense related to the partial taxation of foreign earnings, nondeductible executive compensation and entertainment expenses, the tax benefit from the vesting of employee equity awards, as well as other permanent or discrete tax items not reflected in the provision for income taxes in the Brokerage and Risk Management segments.

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Income Taxes - Gallagher allocates the provision for income taxes to its Brokerage and Risk Management segments using the local country statutory rates. Gallagher's consolidated effective tax rate for the quarters ended March 31, 2025 and 2024 were 18.8% and 20.7%, respectively.

Webcast Conference Call - Gallagher will host a webcast conference call on Thursday, May 1, 2025 at 5:30 p.m. ET/4:30 p.m. CT. To listen to this call, please go to Arthur J. Gallagher & Co. - Events & Presentations (ajg.com). The call will be available for replay at such website for at least 90 days.

About Arthur J. Gallagher & Co.

Arthur J. Gallagher & Co., a global insurance brokerage, risk management and consulting services firm, is headquartered in Rolling Meadows, Illinois. Gallagher provides these services in approximately 130 countries around the world through its owned operations and a network of correspondent brokers and consultants.

Information Concerning Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipates," "believes," "contemplates," "see," "should," "could," "will," "estimates," "expects," "intends," "plans" and variations thereof and similar expressions, are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, anticipated future results or performance of any segment or Gallagher as a whole; expected timing of completion of the AssuredPartners acquisition; acquisition rollover revenues, including estimated rollover revenues particularly of acquisitions larger than usual tuck-in acquisitions, such as Woodruff Sawyer; statements regarding changes in its expenses in the next several quarters; future capital structure changes, including debt levels from time to time; the impact of foreign currency on its results; integration costs; workforce and lease termination costs; amortization of intangibles; depreciation; change in estimated earnout payables; effective tax rate; earnings from continuing operations attributable to noncontrolling interests; the premium rate environment and the state of insurance markets; and the economic environment.

Gallagher's actual results may differ materially from those contemplated by the forward-looking statements. Readers are therefore cautioned against relying on any of the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include global economic and geopolitical events, including, among others, fluctuations in interest and inflation rates; geo-economic fragmentation and protectionism such as tariffs, trade wars or similar governmental actions affecting the flows of goods, services or currency; potential U.S. government shutdowns or gridlock over increasing the U.S. debt ceiling; political violence and instability, such as the armed conflicts in Ukraine and the Middle East; its actual acquisition opportunities, including closing risks related to pending acquisitions, particularly those related to the acquisition of AssuredPartners; risks with respect to acquisitions larger than its usual tuck-in acquisitions, such as the acquisition of Buck, Cadence Insurance, Eastern Insurance Group, My Plan Manager, Woodruff Sawyer and the pending acquisition of AssuredPartners, including risks related to its ability to successfully integrate operations, the possibility that its assumptions may be inaccurate resulting in unforeseen obligations or liabilities and failure to realize the expected benefits of these acquisitions; damage to its reputation due to its failure to uphold its culture or negative perceptions or publicity, including as a result of amplifying effects that the Internet and social media may have on such perceptions; reputational issues related to its sustainability-related activities, including potential backlash against such activities, and compliance with increasingly complex climate-related regulations, such as risks related to "greenwashing" and "greenhushing"; cybersecurity-related risks; its ability to apply technology, data analytics and artificial intelligence effectively and potential increased costs resulting from such activities; risks associated with the use of artificial intelligence in its business operations, including regulatory, data privacy, cybersecurity, errors and omissions, intellectual property and competition risks; heightened competition for talent and increased compensation costs; disasters or other business interruptions, including with respect to its operations in India; risks related to its international operations, such as those related to regulatory, tax, sustainability, sanctions and anti-corruption compliance; changes to data privacy and protection laws and regulations; foreign exchange rates; changes in accounting standards; changes in premium rates and in insurance markets generally, including the impact of large natural events; tax, environmental or other compliance risks related to its legacy clean energy investments; its inability to receive dividends or other distributions from subsidiaries; and changes in the insurance brokerage industry's competitive landscape.

Please refer to Gallagher's filings with the Securities and Exchange Commission, including Item 1A, "Risk Factors," of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its subsequently filed Quarterly Reports on Form 10-Q for a more detailed discussion of these and other factors that could impact its forward-looking statements. Any forward-looking statement made by Gallagher in this press release speaks only as of the date on which it is made. Except as required by applicable law, Gallagher does not undertake to update the information included herein or the corresponding earnings release posted on Gallagher's website.

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Information Regarding Non-GAAP Measures

In addition to reporting financial results in accordance with GAAP, this press release provides information regarding EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share, as adjusted (adjusted EPS), adjusted revenue, adjusted compensation and operating expenses, adjusted compensation expense ratio, adjusted operating expense ratio and organic revenue. These measures are not in accordance with, or an alternative to, the GAAP information provided in this press release. Gallagher's management believes that these presentations provide useful information to management, analysts and investors regarding financial and business trends relating to Gallagher's results of operations and financial condition or because they provide investors with measures that its chief operating decision maker uses when reviewing Gallagher's performance. See further below for definitions and additional reasons each of these measures is useful to investors. Gallagher's industry peers may provide similar supplemental non-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, Gallagher makes determinations regarding certain elements of executive officer incentive compensation, performance share awards and annual cash incentive awards, partly on the basis of measures related to adjusted EBITDAC.

Adjusted Non-GAAP presentation - Gallagher believes that the adjusted non-GAAP presentations of the current and prior period information presented in this earnings release provide stockholders and other interested persons with useful information regarding certain financial metrics of Gallagher that may assist such persons in analyzing Gallagher's operating results as they develop a future earnings outlook for Gallagher. The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period. See pages 14 and 15 for a reconciliation of the adjustments made to income taxes.

Adjusted measures - Revenues (for the Brokerage segment), revenues before reimbursements (for the Risk Management segment), net earnings, compensation expense and operating expense, respectively, each adjusted to exclude the following, as applicable:
- Net gains (losses) on divestitures, which are primarily net proceeds received related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.
- Acquisition integration costs, which include costs related to certain large acquisitions (including the acquisitions of the Willis Towers Watson treaty reinsurance brokerage operations, Buck, Cadence Insurance, Eastern Insurance Group and My Plan Manager), outside the scope of the usual tuck-in strategy, not expected to occur on an ongoing basis in the future once Gallagher fully assimilates the applicable acquisition. These costs are typically associated with redundant workforce, compensation expense related to amortization of certain retention bonus arrangements, extra lease space, duplicate services and external costs incurred to assimilate the acquisition into its IT related systems.
- Transaction-related costs, which are associated with completed, future and terminated acquisitions. Costs primarily relate to the acquisitions of the Willis Towers Watson treaty reinsurance brokerage operations, Buck, Cadence Insurance, Eastern Insurance Group and Woodruff Sawyer, which closed on April 10, 2025, and the pending acquisition of AssuredPartners. These include costs related to regulatory filings, legal and accounting services, insurance and incentive compensation.
- Workforce related charges, which primarily include severance costs (either accrued or paid) related to employee terminations and other costs associated with redundant workforce.
- Lease termination related charges, which primarily include costs related to terminations of real estate leases and abandonment of leased space.
- Acquisition related adjustments principally relate to changes in estimated acquisition earnout payables adjustments and acquisition related compensation charges. In addition, from time to time may include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-ups and other balance sheet adjustments made after the closing date; the net impact of these on first quarter 2024 results was approximately $26 million of revenues and approximately $28 million of compensation expense.
- Amortization of intangible assets, which reflects the amortization of customer/expiration lists, non-compete agreements, trade names and other intangible assets acquired through Gallagher's merger and acquisition strategy, the impact to amortization expense of acquisition valuation adjustments to these assets as well as non-cash impairment charges.
- The impact of foreign currency translation, as applicable. The amounts excluded with respect to foreign currency translation are calculated by applying current year foreign exchange rates to the same period in the prior year.
- Effective income tax rate impact, which levelizes the prior year for the change in current year tax rates.

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

Non-GAAP Earnings Measures

EBITDAC and EBITDAC margin - EBITDAC is net earnings before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables and EBITDAC margin is EBITDAC divided by total revenues (for the Brokerage segment) and revenues before reimbursements (for the Risk Management segment). These measures for the Brokerage and Risk Management segments provide a meaningful representation of Gallagher's operating performance for the overall business and provide a meaningful way to measure its financial performance on an ongoing basis.
EBITDAC, as Adjusted and EBITDAC Margin, as Adjusted - Adjusted EBITDAC is EBITDAC adjusted to exclude net gains on divestitures, acquisition integration costs, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, and the period-over-period impact of foreign currency translation, as applicable, and Adjusted EBITDAC margin is Adjusted EBITDAC divided by total adjusted revenues (defined above). These measures for the Brokerage and Risk Management segments provide a meaningful representation of Gallagher's operating performance and are also presented to improve the comparability of its results between periods by eliminating the impact of the items that have a high degree of variability.
EPS, as Adjusted and Net Earnings, as Adjusted - Adjusted net earnings have been adjusted to exclude the after-tax impact of net gains on divestitures, acquisition integration costs, the impact of foreign currency translation, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, amortization of intangible assets, and effective income tax rate impact, as applicable. Adjusted EPS is Adjusted Net Earnings divided by diluted weighted average shares outstanding. This measure provides a meaningful representation of Gallagher's operating performance (and as such should not be used as a measure of Gallagher's liquidity), and for the overall business is also presented to improve the comparability of its results between periods by eliminating the impact of the items that have a high degree of variability.

Organic Revenues (a non-GAAP measure) - For the Brokerage segment, organic change in base commission and fee revenues, supplemental revenues and contingent revenues exclude the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations, which include disposals of a business through sale or closure, run-off of a business and the restructuring and/or repricing of programs and products, in each year presented. These revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of Gallagher in both the current and prior period. In addition, organic change in base commission and fee revenues, supplemental revenues and contingent revenues excludes the period-over-period impact of foreign currency translation to improve the comparability of its results between periods. For the Risk Management segment, organic change in fee revenues excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations in each year presented. In addition, change in organic growth in fee revenues excludes the period-over-period impact of foreign currency translation to improve the comparability of its results between periods.

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

Reconciliation of Non-GAAP Information Presented to GAAP Measures - This press release includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on pages 10 and 11), for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on page 1), for organic revenue measures (on pages 2 and 4, respectively, for the Brokerage and Risk Management segments), for adjusted compensation and operating expenses and adjusted EBITDAC margin (on pages 3, 4 and 5, respectively, for the Brokerage and Risk Management segments).

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Arthur J. Gallagher & Co.
Reported Statement of Earnings and EBITDAC - 1st Quarter March 31,
(Unaudited - in millions except per share, percentage and workforce data)

		1st Q 2025	1st Q 2024
Brokerage Segment		Mar 31, 2025	Mar 31, 2024

Commissions		$ 2,249.2	$ 1,993.6
Fees		620.2	606.7
Supplemental revenues		113.9	93.9
Contingent revenues		92.9	86.0
Interest income, premium finance revenues and other income		238.4	84.7
	Total revenues	3,314.6	2,864.9

Compensation		1,617.2	1,476.8
Operating		346.4	339.4
Depreciation		32.9	32.8
Amortization		203.6	156.0
Change in estimated acquisition earnout payables		15.4	(16.2)
	Expenses	2,215.5	1,988.8

Earnings before income taxes		1,099.1	876.1
Provision for income taxes		283.0	223.5

Net earnings		816.1	652.6
Net earnings attributable to noncontrolling interests		4.5	4.3

Net earnings attributable to controlling interests		$ 811.6	$ 648.3

EBITDAC
Net earnings		$ 816.1	$ 652.6
Provision for income taxes		283.0	223.5
Depreciation		32.9	32.8
Amortization		203.6	156.0
Change in estimated acquisition earnout payables		15.4	(16.2)

EBITDAC		$ 1,351.0	$ 1,048.7


		1st Q 2025	1st Q 2024
Risk Management Segment		Mar 31, 2025	Mar 31, 2024

Fees		$ 364.6	$ 344.5
Interest income and other income		8.8	8.3
	Revenues before reimbursements	373.4	352.8
Reimbursements		39.0	38.6
	Total revenues	412.4	391.4

Compensation		231.1	213.9
Operating		70.8	68.4
Reimbursements		39.0	38.6
Depreciation		9.5	10.9
Amortization		5.7	6.3
Change in estimated acquisition earnout payables		0.4	0.1
	Expenses	356.5	338.2

Earnings before income taxes		55.9	53.2
Provision for income taxes		14.8	13.9

Net earnings		41.1	39.3
Net earnings attributable to noncontrolling interests		-	-

Net earnings attributable to controlling interests		$ 41.1	$ 39.3

EBITDAC
Net earnings		$ 41.1	$ 39.3
Provision for income taxes		14.8	13.9
Depreciation		9.5	10.9
Amortization		5.7	6.3
Change in estimated acquisition earnout payables		0.4	0.1

EBITDAC		$ 71.5	$ 70.5

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

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Arthur J. Gallagher & Co.
Reported Statement of Earnings and EBITDAC - 1st Quarter March 31,
(Unaudited - in millions except share and per share data)

		1st Q 2025	1st Q 2024
Corporate Segment		Mar 31, 2025	Mar 31, 2024

Other income		$ 0.4	$ 0.4
	Total revenues	0.4	0.4

Compensation		49.4	35.2
Operating		73.2	27.9
Interest		158.4	92.2
Depreciation		1.7	1.7
	Expenses	282.7	157.0

Loss before income taxes		(282.3)	(156.6)
Benefit for income taxes		(134.0)	(77.4)

Net loss		(148.3)	(79.2)
Net loss attributable to noncontrolling interests		-	-

Net loss attributable to controlling interests		$ (148.3)	$ (79.2)

EBITDAC
Net loss		$ (148.3)	$ (79.2)
Benefit for income taxes		(134.0)	(77.4)
Interest		158.4	92.2
Depreciation		1.7	1.7

EBITDAC		$ (122.2)	$ (62.7)


		1st Q 2025	1st Q 2024
Total Company		Mar 31, 2025	Mar 31, 2024

Commissions		$ 2,249.2	$ 1,993.6
Fees		984.8	951.2
Supplemental revenues		113.9	93.9
Contingent revenues		92.9	86.0
Interest income, premium finance revenues and other income		247.6	93.4
	Revenues before reimbursements	3,688.4	3,218.1
Reimbursements		39.0	38.6
	Total revenues	3,727.4	3,256.7

Compensation		1,897.7	1,725.9
Operating		490.4	435.7
Reimbursements		39.0	38.6
Interest		158.4	92.2
Depreciation		44.1	45.4
Amortization		209.3	162.3
Change in estimated acquisition earnout payables		15.8	(16.1)
	Expenses	2,854.7	2,484.0

Earnings before income taxes		872.7	772.7
Provision for income taxes		163.8	160.0

Net earnings		708.9	612.7
Net earnings attributable to noncontrolling interests		4.5	4.3

Net earnings attributable to controlling interests		$ 704.4	$ 608.4

Diluted net earnings per share		$ 2.72	$ 2.74

Dividends declared per share		$ 0.65	$ 0.60

EBITDAC
Net earnings		$ 708.9	$ 612.7
Provision for income taxes		163.8	160.0
Interest		158.4	92.2
Depreciation		44.1	45.4
Amortization		209.3	162.3
Change in estimated acquisition earnout payables		15.8	(16.1)

EBITDAC		$ 1,300.3	$ 1,056.5

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

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Arthur J. Gallagher & Co.
Consolidated Balance Sheet
(Unaudited - in millions except per share data)

		Mar 31, 2025	Dec 31, 2024

Cash and cash equivalents		$ 16,691.8	$ 14,987.3
Fiduciary assets (includes fiduciary cash of $5,547.8 in 2025 and $5,481.3 in 2024)		31,769.3	24,712.1
Accounts receivable, net		4,520.2	3,895.9
Other current assets		457.8	518.0

	Total current assets	53,439.1	44,113.3

Fixed assets - net		647.3	650.3
Deferred income taxes (includes tax credit carryforwards of $711.3 in 2025 and $771.8 in 2024)		890.2	959.1
Other noncurrent assets		1,494.9	1,354.4
Right-of-use assets		377.3	377.8
Goodwill		12,714.7	12,270.2
Amortizable intangible assets - net		4,532.2	4,530.1

	Total assets	$ 74,095.7	$ 64,255.2

Fiduciary liabilities		$ 31,769.3	$ 24,712.1
Accrued compensation and other current liabilities		3,969.6	3,586.3
Deferred revenue - current		629.3	537.2
Premium financing debt		152.8	225.2
Corporate related borrowings - current		515.0	200.0

	Total current liabilities	37,036.0	29,260.8

Corporate related borrowings - noncurrent		12,419.8	12,731.9
Deferred revenue - noncurrent		66.3	67.1
Lease liabilities - noncurrent		326.3	328.1
Other noncurrent liabilities		1,893.6	1,687.7

	Total liabilities	51,742.0	44,075.6

Stockholders' equity:
Common stock - issued and outstanding		256.1	250.0
Capital in excess of par value		17,475.1	16,068.9
Retained earnings		5,522.9	4,985.7
Accumulated other comprehensive loss		(934.0)	(1,151.1)

Total controlling interests stockholders' equity		22,320.1	20,153.5
Noncontrolling interests		33.6	26.1

	Total stockholders' equity	22,353.7	20,179.6

	Total liabilities and stockholders' equity	$ 74,095.7	$ 64,255.2

Arthur J. Gallagher & Co.
Other Information
(Unaudited - data is rounded where indicated)

			1st Q Ended		4th Q Ended	1st Q Ended
OTHER INFORMATION			Mar 31, 2025		Dec 31, 2024	Mar 31, 2024

Basic weighted average shares outstanding (000s)			254,819		226,425	217,464
Diluted weighted average shares outstanding (000s)			259,421		231,059	221,957

Number of common shares outstanding at end of period (000s)		*	256,053	*	249,999	218,516

Workforce at end of period (includes acquisitions):
	Brokerage		43,120		42,091	39,989
	Risk Management		10,594		10,339	9,832
	Total Company		57,285		55,977	52,980

* Gallagher completed a follow on public offering of 30,357,143 shares of its common stock on December 11, 2024 and 4,553,571 shares of its common stock on January 7, 2025, intended to fund a portion of the pending acquisition of AssuredPartners.


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

(Unaudited - in millions except share and per share data)
				Net Earnings	Net Earnings
	Earnings	Provision		(Loss)	(Loss)	Diluted Net
	(Loss)	(Benefit)		Attributable to	Attributable to	Earnings
	Before Income	for Income	Net Earnings	Noncontrolling	Controlling	(Loss)
	Taxes	Taxes	(Loss)	Interests	Interests	per Share

1st Q Ended March 31, 2025
Brokerage, as reported	$ 1,099.1	$ 283.0	$ 816.1	$ 4.5	$ 811.6	$ 3.13

Net (gains) on divestitures	(6.4)	(1.6)	(4.8)	-	(4.8)	(0.02)
Acquisition integration	44.0	11.1	32.9	-	32.9	0.13
Workforce and lease termination	17.9	4.5	13.4	-	13.4	0.05
Acquisition related adjustments	32.9	8.3	24.6	-	24.6	0.09
Amortization of intangible assets	203.6	51.4	152.2	-	152.2	0.59

Brokerage, as adjusted	$ 1,391.1	$ 356.7	$ 1,034.4	$ 4.5	$ 1,029.9	$ 3.97

Risk Management, as reported	$ 55.9	$ 14.8	$ 41.1	$ -	$ 41.1	$ 0.16

Net (gains) on divestitures	(0.2)	(0.1)	(0.1)	-	(0.1)	-
Acquisition integration	1.6	0.5	1.1	-	1.1	-
Workforce and lease termination	3.2	0.9	2.3	-	2.3	0.01
Acquisition related adjustments	0.4	0.1	0.3	-	0.3	-
Amortization of intangible assets	5.7	1.5	4.2	-	4.2	0.02

Risk Management, as adjusted	$ 66.6	$ 17.7	$ 48.9	$ -	$ 48.9	$ 0.19

Corporate, as reported	$ (282.3)	$ (134.0)	$ (148.3)	$ -	$ (148.3)	$ (0.57)

Transaction-related costs	23.1	3.1	20.0	-	20.0	0.08

Corporate, as adjusted	$ (259.2)	$ (130.9)	$ (128.3)	$ -	$ (128.3)	$ (0.49)

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

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

(Unaudited - in millions except share and per share data)
				Net Earnings	Net Earnings
	Earnings	Provision		(Loss)	(Loss)	Diluted Net
	(Loss)	(Benefit)		Attributable to	Attributable to	Earnings
	Before Income	for Income	Net Earnings	Noncontrolling	Controlling	(Loss)
	Taxes	Taxes	(Loss)	Interests	Interests	per Share

1st Q Ended March 31, 2024
Brokerage, as reported	$ 876.1	$ 223.5	$ 652.6	$ 4.3	$ 648.3	$ 2.92

Net (gains) on divestitures	(0.5)	(0.1)	(0.4)	-	(0.4)	-
Acquisition integration	48.7	12.3	36.4	-	36.4	0.16
Workforce and lease termination	11.6	2.9	8.7	-	8.7	0.04
Acquisition related adjustments	(11.1)	(2.8)	(8.3)	(3.0)	(5.3)	(0.02)
Amortization of intangible assets	156.0	39.3	116.7	-	116.7	0.53
Effective income tax rate impact	-	2.6	(2.6)	-	(2.6)	(0.01)
Levelized foreign currency translation	(8.3)	(2.0)	(6.3)	-	(6.3)	(0.03)

Brokerage, as adjusted	$ 1,072.5	$ 275.7	$ 796.8	$ 1.3	$ 795.5	$ 3.59

Risk Management, as reported	$ 53.2	$ 13.9	$ 39.3	$ -	$ 39.3	$ 0.18

Net losses on divestitures	0.2	0.1	0.1	-	0.1	-
Acquisition integration	0.7	0.2	0.5	-	0.5	-
Workforce and lease termination	1.2	0.3	0.9	-	0.9	-
Acquisition related adjustments	0.1	-	0.1	-	0.1	-
Amortization of intangible assets	6.3	1.8	4.5	-	4.5	0.02
Levelized foreign currency translation	0.1	-	0.1	-	0.1	-

Risk Management, as adjusted	$ 61.8	$ 16.3	$ 45.5	$ -	$ 45.5	$ 0.20

Corporate, as reported	$ (156.6)	$ (77.4)	$ (79.2)	$ -	$ (79.2)	$ (0.36)

Transaction-related costs	3.2	0.5	2.7	-	2.7	0.02

Corporate, as adjusted	$ (153.4)	$ (76.9)	$ (76.5)	$ -	$ (76.5)	$ (0.34)


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

Contact:

Ray Iardella

Vice President - Investor Relations

630-285-3661 or ray_iardella@ajg.com

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SOURCE Arthur J. Gallagher & Co.

Acquisition Activity

1st Q 2025

1st Q 2024

Number of acquisitions closed

Estimated annualized revenues acquired (in millions)

Arthur J. Gallagher & Co. Announces First Quarter 2025 Financial Results