CFO Commentary

June 17, 2021

Arthur J. Gallagher & Co.

Forward-Looking Statements

Cautionary Statement Regarding Forward-Looking Statements

This CFO Commentary contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for our brokerage and risk management segments, 2021 estimates, as applicable, of the impact of foreign currency on EPS and revenues, integration costs, workforce and lease termination costs, adjusted EBITDAC margin, amortization, depreciation, change in estimated earnout payables, acquisition rollover revenues, the adjusted effective tax rate, earnings from continuing operations attributable to noncontrolling interests and the weighted average multiple paid for acquisitions. These forward-looking statements may also include, for our corporate segment, estimates of the net earnings attributable to controlling interests impact of various items, including interest and banking costs, Gallagher's clean energy investments, acquisition costs and corporate expenses. We also make forward-looking statements relating to our clean energy investments, including the low and high ranges of potential 2021 annual after-tax earnings of the various clean energy plants, Chem-Mod royalty income, net of noncontrolling interests, and net after-tax cash flows from our clean energy investments, including the low and high ranges of potential results in 2021 and 2022.

Actual results may differ materially from the estimates set forth herein. The ongoing economic impact of COVID-19 is a major source of uncertainty impacting these estimates. 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. Statements regarding our clean energy investments and future effective tax rates could be materially impacted by various other risks and uncertainties, including uncertainties related to political and regulatory developments, such as potential actions by Congress or challenges by the IRS eliminating or reducing the availability of tax credits under IRC Section 45 retroactively and/or going forward which could be influenced by the priorities of the current president's administration and a Democratic-led Congress; the potential for divergent business objectives by co-investors and other stakeholders; plant operational risks, including supply-chain risks; sustainability concerns of shareholders or other stakeholder groups; utilities' future use of, or demand for, coal; the market price of coal; the costs of moving a clean coal plant; intellectual property litigation risks; and environmental risks. The after-tax cash flows from our clean energy investments depend upon us generating sufficient taxable income in the U.S., which could be materially affected by the factors described below for our other forward-looking statements. The other forward-looking statements referred to above could be materially impacted by various risks and uncertainties including litigation and regulatory liability; changes in the economy (for example, due to COVID-19, climate risks, trade wars, political violence and unrest in the U.S. or other countries, or Brexit) or premium rates; changes in our acquisition pipeline and number of completed acquisitions; changes in our competitive position; changes in accounting standards; and fluctuations in global exchange rates. All of these risks and uncertainties could be aggravated further by the COVID-19 crisis.

In addition, on page 8, we make forward-looking statements regarding our agreement to acquire certain Willis Towers Watson plc brokerage operations, which 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. Important factors that could cause actual results to differ materially from these 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) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (d) 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; (e) 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; (f) 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; (g) conditions imposed in order to obtain required regulatory approvals; (h) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

  1. diversion of management's attention from ongoing business operations and opportunities; (j) the inability to retain certain key employees of the acquired operations or the Company; (k) risks associated with increased leverage from the proposed transaction; (l) competitive responses to the proposed transaction; (m) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; (n) that financial information subsequently presented for the acquired business in our subsequent public filings may be different from that presented herein; and (o) 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.

Please refer to Gallagher's filings with the SEC, including Item 1A, "Risk Factors," of its most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, for a 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.

Page 2

Arthur J. Gallagher & Co.

Non-GAAP Measures

Information Regarding Non-GAAP Measures

In this CFO Commentary, we have provided information regarding Adjusted EBITDAC Margin (for the brokerage and risk management segments) and Adjusted Net Earnings Attributable to Controlling Interests (for the corporate segment) presented on a forward-looking and historical basis. Adjusted EBITDAC Margin is Adjusted EBITDAC divided by Adjusted Revenue (EBITDAC, Revenue (for the brokerage segment), and Revenue before Reimbursements (for the risk management segment), respectively, adjusted to exclude the impact of net gains realized on divestitures and costs relating to existing businesses, acquisition integration costs, workforce related charges, lease termination related charges, acquisition related adjustments (which in the first quarter of 2020, excluded certain COVID-19 adjustments related to changed estimates of future revenues), the period-over-period impact of foreign currency translation, and, for the corporate segment, acquisition integration costs are related to certain of our larger acquisitions outside the scope of our usual tuck-in strategy, and income tax related adjustments, as defined on page 5, note 5 and note 6 (relating to Brexit)). EBITDAC is net earnings before interest, income taxes, depreciation, October 26, 2017

amortization and the change in estimated acquisition earnout payables. Adjusted Net Earnings Attributable to Controlling Interests is net earnings attributable to controlling interests adjusted to exclude pre-acquisition costs and income tax related adjustments, as defined on page 5, notes 4 through 6. Management believes that both Adjusted EBITDAC Margin and Adjusted Net Earnings Attributable to Controlling Interests are meaningful indicators of our operating performance. The adjustments made to each measure are intended to improve the comparability of our results between periods by eliminating the impact of items that have a high degree of variability.

We have not reconciled the forward-looking Adjusted EBITDAC Margin information to the most directly comparable GAAP measure because certain material items that impact this measure, including the timing and exact amount of highly variable elements of revenue (such as acquired revenue), gains from the sales of books of business and divestitures and acquisition related adjustments, have not yet occurred or are out of management's control or cannot be reasonably predicted. Accordingly, a reconciliation of forward-looking Adjusted EBITDAC Margin to the corresponding GAAP measure is not available without unreasonable effort. Please see our most recent earnings release and page 5 of this CFO Commentary for reconciliations of historical non-GAAP information to the closest GAAP information. The non-GAAP information provided in this CFO Commentary should be used in addition to, but not as a substitute for, GAAP information.

Page 3

ARTHUR J. GALLAGHER & CO. - CFO COMMENTARY - JUNE 17, 2021

This communication is subject to, and you are urged to carefully read, the cautions set forth at the beginning of this communication.

All estimates, unless specifically stated otherwise, do not contemplate the May 12, 2021 announced acquisition of certain Willis Towers Watson plc brokerage operations.

BROKERAGE SEGMENT

ACTUAL

ESTIMATES ON

APRIL 29, 2021

Q1 2021

Quarterly 2021

Full Year 2021

ESTIMATES ON

JUNE 17, 2021

Quarterly 2021

Full Year 2021

Q2: $0.04

Foreign Currency Impact on Earnings Per Share (shown as an adjustment to prior year numbers)

Foreign Currency Impact on Revenues

(shown as an adjustment to prior year numbers)

Integration Costs Per Share

Workforce & Lease Termination Costs Per Share

Adjusted EBITDAC Margin

Amortization - Recurring

Depreciation - Recurring

Change in Estimated Earnout Payable - Recurring

$0.03

$39.1 million

$0.02

$0.03

39.2%

$99 million pretax

$20 million pretax

$9 million pretax

Q2 & Q3: $0.03

Approx. $0.09

Q4: very little impact

Q2: $45 million

Approx. $124 million

Q3 & Q4: $20 million

nep

nep

nep

nep

Full year organic < 4%, difficult to expand full year margin Full year organic > 4%, possible to expand full year margin

$101 million pretax (1)

$402 million pretax (1)

$21 million pretax

$83 million pretax

$9 million pretax

$36 million pretax

Q3: $0.02

Approx. $0.09

Q4: very little impact

Q2: $50 million

Approx. $139 million

Q3 & Q4: $25 million

nep

nep

nep

nep

Full year organic < 4%, difficult to expand full year margin Full year organic > 4%, possible to expand full year margin

$101 million pretax (1)

$402 million pretax (1)

$21 million pretax

$83 million pretax

$9 million pretax

$36 million pretax

Rollover Revenues from Acquisitions

Adjusted Effective Tax Rate

Earnings from continuing operations attributable to noncontrolling interests

---------------------------------------------------------------------------------

See table on page 6

24.0%

-------------------------

23% to 25% ------------------------

$1.8 million

Approx. $2 million

Approx. $8 million

---------------------------------------------------------------------------------

-------------------------

23% to 25% ------------------------

Approx. $2 million

Approx. $8 million

RISK MANAGEMENT SEGMENT

Foreign Currency Impact on Earnings Per Share (shown as an adjustment to prior year numbers)

Foreign Currency Impact on Revenues

(shown as an adjustment to prior year numbers)

Workforce & Lease Termination Costs Per Share

Adjusted EBITDAC Margin (before reimbursements)

Amortization - Recurring

Depreciation - Recurring

Adjusted Effective Tax Rate

OTHER

$0.00

very little impact

very little impact

very little impact

very little impact

$6.3 million

Q2: $5 million

Approx. $15 million

Q2: $5 million

Approx. $15 million

Q3 & Q4: $2 million

Q3 & Q4: $2 million

$0.00

nep

nep

nep

nep

18.4%

Full year margin > 18%

Full year margin > 19%

$2 million pretax

$2 million pretax

$8 million pretax

$2 million pretax

$8 million pretax

$12 million pretax

$12 million pretax

$48 million pretax

$12 million pretax

$48 million pretax

25.4%

------------------------

24% to 26% -----------------------

------------------------

24% to 26% -----------------------

Weighted Average Multiple of EBITDAC for Acquisition Pricing

8.5x (2)--------------------------

8.0x to 9.0x --------------------------

-------------------------- 8.0x to 9.0x --------------------------

Notes

Yellow highlighted rows will be presented as adjustments to GAAP earnings.

All estimates related to foreign currency are based on June 16, 2021 exchange rates.

  1. As we complete more acquisitions, for every dollar we spend, increase amortization by about 1% of the purchase price per quarter. In addition, interest expense will increase if the acquisition was financed, in whole or part, with debt.
  2. Reflects the weighted average multiple excluding two larger mergers completed during first quarter 2021.

nep = no estimate provided

Page 4

ARTHUR J. GALLAGHER & CO. - CFO COMMENTARY - JUNE 17, 2021

This communication is subject to, and you are urged to carefully read, the cautions set forth at the beginning of this communication.

All estimates, unless specifically stated otherwise, do not contemplate the May 12, 2021 announced acquisition of certain Willis Towers Watson plc brokerage operations.

CORPORATE SEGMENT

2020

2021

2021 ESTIMATES

2021 ESTIMATES

RECONCILIATION OF REPORTED TO ADJUSTED

RECONCILIATION OF REPORTED TO ADJUSTED

ON APRIL 29, 2021

ON JUNE 17, 2021

Net Earnings

Net Earnings

Net Earnings (Loss)

Net Earnings (Loss)

Pretax

Income Tax

(Loss) Attributable

Pretax

Income Tax

(Loss) Attributable

Attributable to

Attributable to

Earnings

Benefit

to Controlling

Earnings

Benefit

to Controlling

Controlling Interests

Controlling Interests

(Loss)

(Expense)

Interests

(Loss)

(Expense)

Interests

Range Low to High

Range Low to High

1st Quarter

$

(51.8)

$

13.0

$

(38.8)

$

(49.2)

$

12.3

$

(36.9)

Interest and banking costs

Clean‐energy related (1)

(23.9)

76.4

52.5

(29.0)

62.4

33.4

Acquisition costs

(2.7)

0.2

(2.5)

(1.5)

0.1

(1.4)

Corporate (2)

(10.4)

15.7

5.3

(26.1)

32.5

6.4

Reported 1st quarter

$

(88.8)

$

105.3

$

16.5

$

(105.8)

$

107.3

$

1.5

2nd Quarter

$

(51.5)

$

12.9

$

(38.6)

$

(38.0)

$

(36.0)

$

(43.0)

$

(41.0)

Interest and banking costs (3)

Clean‐energy related (1)

(22.9)

27.9

5.0

12.0

16.0

14.0

17.0

Acquisition costs (4)

(1.4)

0.2

(1.2)

(3.0)

(2.0)

(14.0)

(11.0)

Corporate (2) (5)

(20.1)

10.0

(10.1)

(7.0)

(5.0)

(22.0)

(17.0)

Reported 2nd quarter

(95.9)

51.0

(44.9)

(36.0)

(27.0)

(65.0)

(52.0)

Pre‐acquisition costs (4)

(11.0)

(9.0)

Income tax related (5)

(13.0)

(10.0)

Total Adjustments

(24.0)

(19.0)

Interest and banking costs (3)

(51.5)

12.9

(38.6)

(38.0)

(36.0)

(43.0)

(41.0)

Clean‐energy related (1)

(22.9)

27.9

5.0

12.0

16.0

14.0

17.0

Acquisition costs

(1.4)

0.2

(1.2)

(3.0)

(2.0)

(3.0)

(2.0)

Corporate (2)

(20.1)

10.0

(10.1)

(7.0)

(5.0)

(9.0)

(7.0)

Adjusted 2nd quarter

$

(95.9)

$

51.0

$

(44.9)

$

(36.0)

$

(27.0)

$

(41.0)

$

(33.0)

3rd Quarter

$

(49.2)

$

12.3

$

(36.9)

$

(38.0)

$

(36.0)

$

(47.0)

$

(45.0)

Interest and banking costs (3)

Clean‐energy related (1)

(35.1)

39.5

4.4

12.0

16.0

12.0

16.0

Acquisition costs

(2.1)

0.2

(1.9)

(3.0)

(2.0)

(3.0)

(2.0)

Corporate (2) (5) (6)

(16.1)

2.5

(13.6)

(17.0)

(13.0)

(7.0)

(5.0)

Reported 3rd quarter

(102.5)

54.5

(48.0)

(46.0)

(35.0)

(45.0)

(36.0)

Pre‐acquisition costs (4)

nep

nep

Income tax related (6)

5.5

5.5

Total Adjustments

5.5

5.5

nep

nep

Interest and banking costs (3)

(49.2)

12.3

(36.9)

(38.0)

(36.0)

(47.0)

(45.0)

Clean‐energy related (1)

(35.1)

39.5

4.4

12.0

16.0

12.0

16.0

Acquisition costs

(2.1)

0.2

(1.9)

(3.0)

(2.0)

(3.0)

(2.0)

Corporate (2) (5)

(16.1)

8.0

(8.1)

(17.0)

(13.0)

(7.0)

(5.0)

Adjusted 3rd quarter

$

(102.5)

$

60.0

$

(42.5)

$

(46.0)

$

(35.0)

$

(45.0)

$

(36.0)

4th Quarter

$

(48.9)

$

12.2

$

(36.7)

$

(38.0)

$

(36.0)

$

(47.0)

$

(45.0)

Interest and banking costs (3)

Clean‐energy related (1)

(30.5)

38.4

7.9

13.0

15.0

11.0

14.0

Acquisition costs

(3.7)

0.4

(3.3)

(3.0)

(2.0)

(3.0)

(2.0)

Corporate (2) (6)

(24.9)

24.2

(0.7)

(7.0)

(5.0)

(7.0)

(5.0)

Reported 4th quarter

(108.0)

75.2

(32.8)

(35.0)

(28.0)

(46.0)

(38.0)

Pre‐acquisition costs (4)

nep

nep

Income tax related (6)

(6.6)

(6.6)

Total Adjustments

(6.6)

(6.6)

nep

nep

Interest and banking costs (3)

(48.9)

12.2

(36.7)

(38.0)

(36.0)

(47.0)

(45.0)

Clean‐energy related (1)

(30.5)

38.4

7.9

13.0

15.0

11.0

14.0

Acquisition costs

(3.7)

0.4

(3.3)

(3.0)

(2.0)

(3.0)

(2.0)

Corporate (2)

(24.9)

17.6

(7.3)

(7.0)

(5.0)

(7.0)

(5.0)

Adjusted 4th quarter

$

(108.0)

$

68.6

$

(39.4)

$

(35.0)

$

(28.0)

$

(46.0)

$

(38.0)

Full Year

$

(201.4)

$

50.4

$

(151.0)

$

(150.9)

$

(144.9)

$

(173.9)

$

(167.9)

Interest and banking costs (3)

Clean‐energy related (1)

(112.4)

182.2

69.8

70.4

80.4

70.4

80.4

Acquisition costs (4)

(9.9)

1.0

(8.9)

(10.4)

(7.4)

(21.4)

(16.4)

Corporate (2) (5) (6)

(71.5)

52.4

(19.1)

(24.6)

(16.6)

(29.6)

(20.6)

Reported Full Year

(395.2)

286.0

(109.2)

(115.5)

(88.5)

(154.5)

(124.5)

Pre‐acquisition costs (4)

(11.0)

(9.0)

Income tax related (5) (6)

(1.1)

(1.1)

(13.0)

(10.0)

Total Adjustments

(1.1)

(1.1)

(24.0)

(19.0)

Interest and banking costs (3)

(201.4)

50.4

(151.0)

(150.9)

(144.9)

(173.9)

(167.9)

Clean‐energy related (1)

(112.4)

182.2

69.8

70.4

80.4

70.4

80.4

Acquisition costs

(9.9)

1.0

(8.9)

(10.4)

(7.4)

(10.4)

(7.4)

Corporate (2) (5)

(71.5)

51.3

(20.2)

(24.6)

(16.6)

(16.6)

(10.6)

Adjusted Full Year

$

(395.2)

$

284.9

$

(110.3)

$

(115.5)

$

(88.5)

$

(130.5)

$

(105.5)

nep = no estimate provided

Notes:

  1. 2021 quarterly estimates for clean energy net earnings reflect updated production estimates from our utility partners. Note that actual 2021 quarterly net earnings may differ materially from 2020 and our June 17, 2021 estimates. See further discussion of accounting for clean energy investments on the following page. Pretax earnings are presented net of amounts attributable to noncontrolling interests.
  2. Corporate pretax loss includes an estimated net unrealized foreign exchange remeasurement loss of approximately $2 million in second quarter 2021. The historical quarterly impact related to unrealized foreign exchange remeasurement is the following:

Unrealized FX

Period

2020

2021

1Q

$ 12.4

$ (4.1)

2Q

(5.1)

3Q

(2.6)

4Q

(5.0)

Total

$ (0.3)

  1. Second, third and fourth quarter 2021 estimates for interest and banking costs reflect interest expense associated with the $650 million of senior unsecured 10 year notes and $850 million of senior unsecured 30 year notes that closed on May 20, 2021. We estimate pre‐acquisition interest expense will decrease second quarter 2021 earnings per share by $0.02 (see page 8 for more details).
  2. On May 12, 2021, Gallagher announced an agreement to acquire certain Willis Towers Watson plc brokerage operations. Pre‐ acquisition transaction costs, which include legal, consulting and other professional fees associated with the due diligence and the acquisition purchase are estimated to result in second quarter 2021 after‐tax costs of $9 to $11 million. No estimate is being provided for additional costs to be incurred in subsequent quarters.
  3. On June 11, 2021, the UK's previously announced increase in the 2023 statutory corporate tax rate to 25% received Royal Assent. Accordingly, we expect to record a one‐time deferred‐tax revaluation charge of $10 to $13 million after‐tax in second quarter 2021. When preparing our April 29, 2021 commentary, we had assumed the proposed tax rate increase would receive Royal Assent during third quarter 2021.
  4. Full year 2020 impact of Brexit is $1.1 million. Initial estimated impact during third quarter 2020 of $5.5 million after tax. Revised guidance in fourth quarter of $6.6 million after tax.

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Arthur J.Gallagher & Co. published this content on 17 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2021 12:41:05 UTC.