8-K
Arthur J. Gallagher & Co. false 0000354190 0000354190 2021-05-12 2021-05-12

 

 

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

Date of Report (Date of earliest event reported): May 12, 2021

 

 

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
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (630) 773-3800

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $1.00 par value   AJG   New York Stock Exchange

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 1.01.

Entry into a Material Definitive Agreement.

Purchase Agreement

On May 12, 2021, Arthur J. Gallagher & Co. (the “Company”) entered into a Security and Asset Purchase Agreement (the “Purchase Agreement”), by and among the Company, Aon plc (the “Seller”) and Willis Towers Watson plc (“Willis”). Pursuant to the Purchase Agreement, the Company will acquire certain Willis reinsurance, specialty and retail brokerage operations for a gross purchase price of $3.57 billion (the “Purchase Price”) (the “Transaction”). The Company expects to fund the Purchase Price using a combination of long-term debt, short-term borrowings, free cash and common equity.

The Transaction is part of a proposed regulatory remedy for the pending combination of Aon plc and Willis Towers Watson plc (the “Aon Willis Transaction”) and, as such, its completion is dependent upon receipt of regulatory clearances permitting the completion of the Aon Willis Transaction. Completion of the Aon Willis Transaction depends upon antitrust clearance in a number of jurisdictions, including Australia, the European Union, New Zealand, Singapore and the United States. Completion of the Transaction and the Aon Willis Transaction are also subject to certain other customary closing conditions. In certain circumstances, the Company may be required to purchase additional operations of Willis or the Seller to the extent necessary for obtaining regulatory clearances relating to the Aon Willis Transaction.

The Seller and the Company have made customary representations, warranties and covenants in the Purchase Agreement, including, among others, post-closing covenants with respect to non-competition and non-solicitation of customers and key employees.

The Purchase Agreement also contains customary indemnification rights for transactions of this type of each of the Seller and the Company, including with respect to breaches of representations, warranties or covenants and certain other specified matters. Certain of the indemnification obligations of each party are subject to deductible amounts and caps and other limitations on liability.

The Purchase Agreement contains customary closing conditions and is expected to close in 2021. In certain circumstances, the parties can extend the closing date to March 31, 2022, in which case certain fees and expense reimbursements will be payable by the Seller to the Company.

The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purpose of the Purchase Agreement and were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, as well as by information contained in the parties’ filings made with the U.S. Securities and Exchange Commission, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Purchase Agreement is described in this filing only to provide investors with information regarding the terms of the Purchase Agreement as agreed among the contracting parties, and not to provide investors with any other factual information regarding the parties or their respective businesses. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.

Information Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “contemplate,” “forecast,” “project,” “intend,” “plan,” “potential,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “see,” “should,” “will” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements regarding the acquisition described in this report or exhibits to this report include, but are not limited to, statements regarding expected benefits of the proposed transaction, the expected consideration to be paid in the proposed transaction, the expected revenue, EPS (including non-GAAP variations thereof), and EBITDAC impacts of the proposed transaction, the size and status of the combined organization within various jurisdictions, required regulatory approvals, the expected timing of the completion of the proposed transaction, expected duration and costs of integration, and the anticipated financing of the proposed transaction.

Readers are cautioned against relying on any 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 (a) risks related to the integration of the acquired operations, businesses and assets into our company; (b) the possibility that the proposed transaction is not completed when expected or at all because required regulatory approvals (for either the Transaction or the Aon Willis Transaction) are not received or other conditions to the closing are not satisfied on a timely basis or at all; (c) the risk that the financing required to fund the proposed transaction is not obtained on the terms anticipated or at all; (d) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (e) the possibility that the anticipated benefits of the proposed transaction, including cost savings and expected synergies, are not realized when expected or at all, including as a result of the impact of, or issues arising from, the integration of the acquired operations into our company; (f) the possibility that our estimates of lost revenue in the acquired operations from breakage due to departing key brokers and other employees and the loss of clients are incorrect and actual lost revenue is greater than expected; (g) the increased legal and regulatory complexity of entering additional geographic markets, including the risks associated with the labor and employment law frameworks in certain countries where the Company does not currently operate; (h) conditions imposed in order to obtain required regulatory approvals; (i) uncertainties in the global economy and equity and credit markets and their potential impact on the Company’s ability to finance the proposed transaction on acceptable terms, at favorable pricing, in a timely manner, or at all; (j) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (k) diversion of management’s attention from ongoing business operations and opportunities; (l) the inability to retain certain key employees of the acquired operations or the Company; (m) risks associated with increased leverage from the proposed transaction; (n) competitive responses to the proposed transaction; (o) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; (p) that financial information subsequently presented for the acquired business in our subsequent public filings may be different from that presented herein and (q) additional factors discussed in the section entitled “Information Concerning Forward-Looking Statements” in the Company’s Quarterly Report on Form 10-Q for the

quarterly period ended March 31, 2021 and “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The COVID-19 pandemic currently amplifies, and in the future could continue to amplify, the risks, uncertainties and assumptions, reflected in such forward looking statements and risk factors.

Any forward-looking statement made by the Company in this report speaks only as of the date on which it is made. Except as required by applicable law, the Company does not undertake to update the information included herein.

 

Item 7.01.

Regulation FD Disclosure.

On May 12, 2021, the Company issued a press release announcing the Transaction. A copy of the press release announcing the Transaction is furnished herewith as Exhibit 99.1, and is incorporated herein by reference. An investor presentation in connection with the webcast conference call discussed below will be available on the Company’s website at: http://www.ajg.com under “Investor Relations.”

Note: Information in this report (including the exhibits) furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, unless such incorporation by reference is specifically referenced therein.

 

Item 9.01

Financial Statements and Exhibits.

 

  99.1      Press release, dated May 12, 2021, issued by Arthur J. Gallagher & Co. regarding the Transaction.

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: May 12, 2021      

/s/ WALTER D. BAY

     

Walter D. Bay

Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

NEWS RELEASE    

Arthur J. Gallagher & Co. Announces Agreement To Acquire

Certain Willis Towers Watson plc

Reinsurance, Specialty And Retail Brokerage Operations

Rolling Meadows, IL, May 12, 2021 — Arthur J. Gallagher & Co. (NYSE: AJG) today announced an agreement to acquire certain Willis Towers Watson plc reinsurance, specialty and retail brokerage operations as part of a proposed regulatory remedy for the pending Aon plc and Willis Towers Watson plc combination. The transaction is expected to close during the second half of 2021.

“This acquisition will accelerate our long-term strategy by significantly expanding our global value proposition in reinsurance, broadening our retail brokerage footprint and strengthening key niches and specialty brokerage offerings,” said J. Patrick Gallagher, Jr., Chairman, President and CEO. “The powerful combination of expertise, geographic reach and scale that this acquisition presents will greatly enhance our offerings to clients and prospects, while also providing significant value for our colleagues, carrier partners and shareholders. Most importantly, I look forward to welcoming more than 6,000 new colleagues to our growing Gallagher family of professionals.”

Benefits of the acquisition are expected to include:

 

  •  

Expanded global value proposition within reinsurance brokerage

 

  •  

Broadened global footprint in retail property casualty and health & benefits brokerage

 

  •  

Increased depth in key niches and specialty operations such as energy, construction, cyber, space, and aerospace products

 

  •  

A comprehensive suite of analytics capabilities including catastrophe modeling, dynamic financial analysis, rating agency analysis and capital modeling

 

  •  

Stronger relationships with major insurance carriers and new relationships with middle market and large account retail clients

 

  •  

Added platforms for future tuck-in acquisitions

Acquired Operations

The combined operations, which include certain of Willis Re’s treaty and facultative reinsurance brokerage operations, as well as certain U.K. specialty, European and North American brokerage operations, generated $1.3 billion of estimated pro forma revenue and $357 million of estimated pro forma EBITDAC, in each case for the year ended December 31, 2020. These pro forma 2020 estimates incorporate potential revenue breakage (as defined below), as well as normalization of operating expenses and additional necessary investments.

Reinsurance Brokerage

The reinsurance brokerage operations, which include both treaty and facultative reinsurance,    generated approximately $750 million of estimated pro forma revenue for the year ended December 31, 2020. The business represents over 750 insurance and reinsurance company clients, across more than 25 countries, and places over $11.5 billion of premium annually.

United Kingdom / European Brokerage

The U.K. and European brokerage operations generated approximately $500 million of estimated pro forma revenue for the year ended December 31, 2020. European retail brokerage includes certain operations in Germany, Netherlands, Spain and France, including the vast majority of French insurance broker, Gras Savoye. Specialty operations in the U.K principally include cyber, space and aerospace products.

North American Brokerage

The North American brokerage operations generated approximately $50 million of estimated pro forma revenue for the year ended December 31, 2020. This includes certain property/casualty brokerage business from predominantly middle-market and large-account clients located in select markets such as San Francisco, Houston and Bermuda, across niches such as construction and energy.

Key Transaction Terms

Under the agreement, Gallagher will acquire the combined operations for gross consideration of $3.57 billion. Gallagher expects to finance the transaction using a combination of long-term debt, short-term borrowings, free cash and common equity. The final funding contemplates Gallagher maintaining its investment grade debt rating.

Integration is expected to take approximately 3 years with total non-recurring integration costs estimated to be approximately $350 million. After giving effect to these assumptions and pro forma results discussed above, the acquired operations would have been approximately 9% to 11% accretive to Gallagher’s 2020 adjusted GAAP EPS excluding earnings from clean energy investments (see table for 2020 non-GAAP reconciliation).

Other Acquisition Transaction Information

The transaction is subject to European Commission, U.S. Department of Justice and other regulatory approvals, including regulatory approvals related to the pending Aon plc and Willis Towers Watson plc combination and the proposed remedy.

More information, including a presentation outlining the transaction, can be found on the company’s website at www.ajg.com. The estimates provided in this release and the presentation on the company’s website, may be updated before the transaction closes as more information becomes available.

Conference Call Information

In conjunction with this announcement, J. Patrick Gallagher, Jr., Chairman, President and CEO, will host a conference call on Wednesday, May 12, 2021 at 9:00 am ET/ 8:00 am CT. The conference call will be broadcast live through Gallagher’s website at www.ajg.com and a conference call replay will be available on the company’s website approximately one hour after the broadcast. The replay can be accessed by going to Investor Relations and clicking on Archived Presentations.

Breakage – Refers to Gallagher’s estimate of revenues and associated expenses reported in the acquired operations’ 2020 financial statements that has been lost since December 31, 2020 plus an estimate for clients that may not renew before the transaction closes and during the integration period and the departure of key brokers and other employees.

Other Cost Adjustments—In addition, specific costs have been identified as adjustments to the acquired operations’ 2020 financial statements in order to better reflect Gallagher’s estimate of pro forma EBITDAC. Specifically, these cost adjustments include the normalization of operating expenses to reflect the extraordinary impact of the COVID-19 pandemic in 2020 and additional investments in operations attributed to the target business based on the estimated costs to provide specific services from the center.

Advisors

Morgan Stanley & Co. LLC and BofA Securities acted as financial advisorS and Sidley Austin LLP acted as legal advisor to Gallagher on this transaction.

About Arthur J. Gallagher & Co.

Arthur J. Gallagher & Co. (NYSE:AJG), a global insurance brokerage, risk management and consulting services firm, is headquartered in Rolling Meadows, Illinois. The company has operations in 56 countries and offers client service capabilities in more than 150 countries around the world through a network of correspondent brokers and consultants.

Information Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to expectations or forecasts of future events and use words such as “anticipate,” “believe,” “estimate,” “expect,” “contemplate,” “forecast,” “project,” “intend,” “plan,” “potential,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “see,” “should,” “will” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Examples of forward-looking statements regarding the acquisition described in this press release include, but are not limited to, statements regarding expected benefits of the proposed transaction, the expected consideration to be paid in the proposed transaction, the expected revenue, EPS (including adjusted EPS excluding clean energy), and EBITDAC impacts of the proposed transaction, the size and status of the combined organization within various jurisdictions, required regulatory approvals, the expected timing of the completion of the proposed transaction, expected duration and cost of integration, and the anticipated financing of the proposed transaction.

Readers are cautioned against relying on any 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 (a) risks related to the integration of the acquired operations, businesses and assets into our company; (b) the possibility that the proposed transaction is not completed when expected or at all because required regulatory approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; (c) the risk that the financing required to fund the proposed transaction is not obtained on the terms anticipated or at all; (d) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (e) the possibility that the anticipated benefits of the proposed transaction, including cost savings and expected synergies, are not realized when expected or at all, including as a result of the impact of, or issues arising from, the integration of the acquired operations into our company; (f) the possibility that our estimates of lost revenue in the acquired operations from breakage due to departing key brokers and other employees and the loss of clients are incorrect and actual lost revenue is greater than expected; (g) the increased legal and regulatory complexity of entering additional geographic markets, including the risks associated with the labor and employment law frameworks in certain countries where Gallagher does not currently operate; (h) conditions imposed in order to obtain required regulatory approvals; (i) uncertainties in the global economy and equity and credit markets and their potential impact on Gallagher’s ability to finance the proposed transaction on acceptable terms, at favorable pricing, in a timely manner, or at all; (j) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (k) diversion of management’s attention from ongoing business operations and opportunities; (l) the inability to retain certain key employees of the acquired operations or Gallagher; (m) risks associated with increased leverage from the proposed transaction; (n) competitive responses to the proposed transaction; (o) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; (p) that financial information subsequently presented for the acquired business in our subsequent public filings may be different from that presented herein and (q) additional factors discussed in the section entitled “Information Concerning Forward-Looking Statements” in Gallagher’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and “Risk Factors” in Gallagher’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The COVID-19 pandemic currently amplifies, and in the future could continue to amplify, the risks, uncertainties and assumptions, reflected in such forward looking statements and risk factors.

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.

Non-GAAP Measures

This press release refers to EBITDAC and adjusted EPS excluding clean energy, measures not in accordance with, or an alternative to, the GAAP information provided herein. EBITDAC is defined as earnings from continuing operations before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn out payables. EBTIDAC with respect to the acquired business is prepared based on the unaudited financial and other information made available to Gallagher as well as management estimates. Gallagher

believes EBITDAC provides a meaningful representation of its operating performance and improves the comparability of results between periods by eliminating the impact of certain items that have a high degree of variability. The most directly comparable GAAP measure is earnings from continuing operations. Please see “Reconciliation of Non-GAAP Measures” on Gallagher’s website at www.ajg.com under “Investor Relations” for the purpose of this measure.

Adjusted EPS excluding Clean Energy is defined as net earnings, excluding the earnings and cost impacts of our clean energy investments, net of applicable taxes, presented on a per share basis. The impact of our clean energy investments is excluded from EPS excluding Clean Energy because upon the sunset of Section 45 tax credits at the end of 2021, our clean energy investments will no longer impact earnings, so we believe this measure is useful to investors to provide comparability between historical and future periods.

This press release is neither an offer to sell nor a solicitation of an offer to buy any security of Gallagher, nor shall there be any sale of a security in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Reconciliation of 2020 Adjusted EPS before Clean Energy Investments

 

     Full Year 2020  
     As Filed     Remove:                 As Adjusted  

dollars in $M

    AJG
Consolidated		     Clean Energy
Investments
Related		     AJG
Consolidated,
ex Clean Energy
Investments		     Non-GAAP
adjustments*		     AJG
Consolidated,
as adjusted, ex
Clean Energy
Investments		  

Brokerage & Risk Management revenues

      5,989       —         5,989       6       5,995  

Clean energy-related revenues

      863       (863 )      —         —         —    

Total Revenues

      6,852       (863 )      5,989       6       5,995  

Compensation & Operating

      4,336         4,336       (96 )      4,240  

Clean energy-related expenses

      919       (919 )      —           —    

Interest

      196         196         196  

Depreciation

      145       (22 )      123         123  

Amortization

      417         417       (6 )      411  

Change in estimated acquisition earnout payables

      (33 )        (33 )      (26 )      (59 ) 

Expenses

      5,981       (941 )      5,040       (129 )      4,911  

Earnings before income taxes

      871       78       949       134       1,083  

Provision (benefit) for income taxes

      13       182       194       31       226  

Net earnings

      858       (103 )      755       103       858  

Net earnings attributable to non-controlling interests

      39       (34 )      6       —         6  

Net earnings attributable to controlling interests

      819       (70 )      749       103       852  

Diluted net earnings per share

    $ 4.20       (0.36 )    $ 3.84       0.53     $ 4.37  

 

*

Please see the following table for detailed information regarding these non-GAAP adjustments

Reconciliation of 2020 Non—   GAAP Measures (Unaudited)

 

     Revenues
before
Reimbursements		      Cost of Revenues
from Consolidated
Clean Coal Facilities		      Compensation     Operating     Interest      Depreciation      Amortization     Estimated
Acquisition
Earnout
Payables		     (Loss)
Before Income
Taxes		  

Year Ended Dec 31, 2020

                       

Brokerage, as reported

    $ 5,167.1      $ —        $ 2,882.5     $ 687.2     $ —        $ 73.5      $ 411.3     $ (29.7 )    $ 1,142.3  

Net gains on divestitures

      5.8        —          —         —         —          —          —         —         5.8  

Acquisition integration

      —          —          (14.9 )      (10.2 )      —          —          —         —         25.1  

Workforce and lease termination

      —          —          (35.7 )      (8.2 )      —          —          —         —         43.9  

Acquisition related adjustments

      —          —          (19.2 )      —         —          —          (6.2 )      (25.6 )      51.0  
  

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Brokerage, as adjusted

    $ 5,172.9      $ —        $ 2,812.7     $ 668.8     $ —        $ 73.5      $ 405.1     $ (55.3 )    $ 1,268.1  
  

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Risk Management, as reported

    $ 821.7      $ —        $ 517.5     $ 162.6     $ —        $ 49.4      $ 6.0     $ (3.2 )    $ 89.4  

Workforce and lease termination

      —          —          (7.5 )      (0.4 )      —          —          —         —         7.9  

Acquisition related adjustments

      —          —          —         —         —          —          (0.2 )      (0.4 )      0.6  
  

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Risk Management, as adjusted

    $ 821.7      $ —        $ 510.0     $ 162.2     $ —        $ 49.4      $ 5.8     $ (3.6 )    $ 97.9  
  

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

Corporate, as reported

    $ 863.1      $ 882.1      $ 66.5     $ 56.7     $ 196.4      $ 22.2      $ —       $ —       $ (360.8 ) 

Income tax related impact

      —          —          —         —         —          —          —         —         —    

Corporate, as adjusted

    $ 863.1      $ 882.1      $ 66.5     $ 56.7     $ 196.4      $ 22.2      $ —       $ —       $ (360.8 ) 
  

 

 

     

 

 

     

 

 

    

 

 

    

 

 

     

 

 

     

 

 

    

 

 

    

 

 

  

 

     (from above)                 Net Earnings      Net Earnings
(Loss)		        
     (Loss)
Before Income		     (Benefit)
for Income		     Net
Earnings		     Attributable to
Noncontrolling		      Attributable to
Controlling		     Earnings
(Loss)		  
     Taxes     Taxes     (Loss)     Interests      Interests     per Share  

Year Ended Dec 31, 2020

              

Brokerage, as reported

    $ 1,142.3     $ 276.3     $ 866.0     $ 4.9      $ 861.1     $ 4.42  

Net gains on divestitures

      5.8       1.1       4.7       —          4.7       0.02  

Acquisition integration

      25.1       5.8       19.3       —          19.3       0.10  

Workforce and lease termination

      43.9       9.9       34.0       —          34.0       0.17  

Acquisition related adjustments

      51.0       11.3       39.7       —          39.7       0.20  
  

 

 

    

 

 

    

 

 

    

 

 

     

 

 

    

 

 

  

Brokerage, as adjusted

    $ 1,268.1     $ 304.4     $ 963.7     $ 4.9      $ 958.8     $ 4.91  
  

 

 

    

 

 

    

 

 

    

 

 

     

 

 

    

 

 

  

Risk Management, as reported

    $ 89.4     $ 22.5     $ 66.9     $ —        $ 66.9     $ 0.34  

Workforce and lease termination

      7.9       1.9       6.0       —          6.0       0.04  

Acquisition related adjustments

      0.6       0.2       0.4       —          0.4       —    
  

 

 

    

 

 

    

 

 

    

 

 

     

 

 

    

 

 

  

Risk Management, as adjusted

    $ 97.9     $ 24.6     $ 73.3     $ —        $ 73.3     $ 0.38  
  

 

 

    

 

 

    

 

 

    

 

 

     

 

 

    

 

 

  

Corporate, as reported

    $ (360.8 )    $ (286.0 )    $ (74.8 )    $ 34.4      $ (109.2 )    $ (0.56 ) 

Income tax related impact

      —         1.1       (1.1 )      —          (1.1 )      (0.01 ) 

Corporate, as adjusted

    $ (360.8 )    $ (284.9 )    $ (75.9 )    $ 34.4      $ (110.3 )    $ (0.57 ) 
  

 

 

    

 

 

    

 

 

    

 

 

     

 

 

    

 

 

  

Investors:     

Ray Iardella                     

VP—Investor Relations                    

(630) 285-3661/ [email protected]

US Media:

Kelli Murray

Director Global Public Relations

(630) 277-0347/ [email protected]

UK Media:

Emma Banks

PR and Media Relations

+44(0) 207 204 6189 / [email protected]

Lynn Rouse

PR and Media Relations

+44 20 3425 3416 / [email protected]

# # #