Edgar Filing: GALLAGHER ARTHUR J & CO

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017

☐	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 1-09761

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)


Delaware		36-2151613
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2850 W. Golf Road, Rolling Meadows, Illinois 60008-4050
`(Address of principal executive offices) (Zip code)

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

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock, $1.00 par value, as of September 30, 2017 was approximately 180,799,000.

Arthur J. Gallagher & Co.

Index


			Page No.

Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited):

		Consolidated Statement of Earnings for the Three-month and Nine-month Periods Ended September 30, 2017 and 2016		3

		Consolidated Statement of Comprehensive Earnings for the Three-month and Nine-month Periods Ended September 30, 2017 and 2016		4

		Consolidated Balance Sheet at September 30, 2017 and December 31, 2016		5

		Consolidated Statement of Cash Flows for the Nine-month Periods Ended September 30, 2017 and 2016		6

		Consolidated Statement of Stockholders’ Equity for the Nine-month Period Ended September 30, 2017		7

		Notes to September 30, 2017 Consolidated Financial Statements		8-29

		Report of Independent Registered Public Accounting Firm		30

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31-60

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		60-62

	Item 4.	Controls and Procedures		62

Part II.	Other Information

	Item 1.	Legal Proceedings		62

	Item 1A.	Risk Factors.		62

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		63

	Item 5.	Other Information		64

	Item 6.	Exhibits		64

	Signature			65

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Part I - Financial Information

Item 1.

Financial Statements (Unaudited)

Arthur J. Gallagher & Co.

Consolidated Statement of Earnings

(Unaudited - in millions, except per share data)


	Three-month period ended September 30,						Nine-month period ended September 30,
	2017			2016			2017			2016
Commissions	$	662.6		$	612.9		$	1,943.3		$	1,842.3
Fees		422.4			375.0			1,203.8			1,087.8
Supplemental commissions		39.9			35.3			115.9			106.8
Contingent commissions		13.5			16.4			96.4			96.7
Investment income		14.9			13.6			39.3			36.4
Gains on books of business sales		0.6			1.1			3.1			4.7
Revenues from clean coal activities		430.6			429.3			1,158.8			1,036.0
Other net losses		—			(1.3	)		—			(0.9	)


Total revenues		1,584.5			1,482.3			4,560.6			4,209.8


Compensation		680.1			626.6			2,013.4			1,879.7
Operating		214.2			189.6			626.2			598.7
Cost of revenues from clean coal activities		451.4			449.7			1,215.4			1,079.1
Interest		31.4			28.5			92.9			81.5
Depreciation		30.5			25.7			90.2			76.4
Amortization		69.6			63.2			199.0			185.1
Change in estimated acquisition earnout payables		10.6			4.1			27.5			21.2


Total expenses		1,487.8			1,387.4			4,264.6			3,921.7


Earnings before income taxes		96.7			94.9			296.0			288.1
Benefit for income taxes		(41.1	)		(35.5	)		(90.0	)		(55.9	)

Net earnings		137.8			130.4			386.0			344.0
Net earnings attributable to noncontrolling interests		7.4			7.6			28.0			24.7

Net earnings attributable to controlling interests	$	130.4		$	122.8		$	358.0		$	319.3


Basic net earnings per share	$	0.72		$	0.69		$	1.99		$	1.80

Diluted net earnings per share		0.71			0.69			1.97			1.79

Dividends declared per common share		0.39			0.38			1.17			1.14

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Comprehensive Earnings

(Unaudited - in millions)


	Three-month period ended September 30,					Nine-month period ended September 30,
	2017		2016			2017		2016
Net earnings	$	137.8	$	130.4		$	386.0	$	344.0
Change in pension liability, net of taxes		1.1		0.8			3.7		4.4
Foreign currency translation		157.4		(19.6	)		249.7		(91.4	)
Change in fair value of derivative investments, net of taxes		2.9		1.8			11.7		(11.0	)


Comprehensive earnings		299.2		113.4			651.1		246.0
Comprehensive earnings attributable to noncontrolling interests		5.8		6.6			28.4		28.9


Comprehensive earnings attributable to controlling interests	$	293.4	$	106.8		$	622.7	$	217.1

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Balance Sheet

(In millions)


	September 30, 2017			December 31, 2016
	(Unaudited)
Cash and cash equivalents	$	564.9		$	545.5
Restricted cash		1,615.6			1,392.1
Premiums and fees receivable		2,227.3			1,844.8
Other current assets		679.6			633.7


Total current assets		5,087.4			4,416.1

Fixed assets - net		413.4			377.6
Deferred income taxes		918.4			796.5
Other noncurrent assets		559.6			504.3
Goodwill - net		4,160.4			3,767.8
Amortizable intangible assets - net		1,671.2			1,627.3


Total assets	$	12,810.4		$	11,489.6


Premiums payable to insurance and reinsurance companies	$	3,508.5		$	2,996.1
Accrued compensation and other accrued liabilities		768.1			772.1
Unearned fees		85.4			69.0
Other current liabilities		61.8			70.9
Premium financing debt		156.4			125.6
Corporate related borrowings - current		125.0			578.0


Total current liabilities		4,705.2			4,611.7

Corporate related borrowings - noncurrent		2,741.7			2,144.6
Other noncurrent liabilities		1,191.3			1,077.5


Total liabilities		8,638.2			7,833.8


Stockholders’ equity:
Common stock - issued and outstanding 180.8 shares in 2017 and 178.3 shares in 2016		180.8			178.3
Capital in excess of par value		3,366.0			3,265.5
Retained earnings		1,062.1			916.4
Accumulated other comprehensive loss		(498.9	)		(763.6	)


Stockholders’ equity attributable to controlling interests		4,110.0			3,596.6
Stockholders’ equity attributable to noncontrolling interests		62.2			59.2


Total stockholders’ equity		4,172.2			3,655.8


Total liabilities and stockholders’ equity	$	12,810.4		$	11,489.6

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Cash Flows

(Unaudited - in millions)


	Nine-month period ended September 30,
	2017			2016
Cash flows from operating activities:
Net earnings	$	386.0		$	344.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net gain on investments and other		(1.8	)		(4.6	)
Depreciation and amortization		289.2			261.5
Change in estimated acquisition earnout payables		27.5			21.2
Amortization of deferred compensation and restricted stock		25.4			21.6
Stock-based and other noncash compensation expense		12.9			10.9
Payments on acquisition earnouts in excess of original estimates		(23.1	)		(19.5	)
Effect of changes in foreign exchange rates		4.3			1.0
Net change in restricted cash		(134.1	)		(21.1	)
Net change in premiums receivable		(261.6	)		(26.7	)
Net change in premiums payable		198.7			88.4
Net change in other current assets		(25.0	)		(28.6	)
Net change in accrued compensation and other accrued liabilities		(30.7	)		(72.1	)
Net change in fees receivable/unearned fees		6.2			12.3
Net change in income taxes payable		(0.8	)		5.4
Net change in deferred income taxes		(133.2	)		(123.6	)
Net change in other noncurrent assets and liabilities		(11.6	)		(53.8	)
Unrealized foreign currency remeasurement gain (loss)		130.8			(47.4	)

Net cash provided by operating activities		459.1			368.9

Cash flows from investing activities:
Capital expenditures		(93.8	)		(138.8	)
Cash paid for acquisitions, net of cash acquired		(320.5	)		(147.0	)
Net proceeds from sales of operations/books of business		2.9			7.3
Net funding of investment transactions		(8.6	)		(22.3	)

Net cash used by investing activities		(420.0	)		(300.8	)

Cash flows from financing activities:
Payments on acquisition earnouts		(30.3	)		(41.7	)
Proceeds from issuance of common stock		50.2			36.8
Tax impact from issuance of common stock		—			4.8
Repurchases of common stock		—			(101.0	)
Payments to noncontrolling interests		(26.2	)		(32.8	)
Dividends paid		(211.6	)		(204.3	)
Net borrowings on premium financing debt facility		18.0			(10.9	)
Borrowings on line of credit facility		3,223.0			1,619.5
Repayments on line of credit facility		(3,426.0	)		(1,556.5	)
Net borrowings of corporate related long-term debt		348.0			276.0
Settlements on terminated interest rate swaps		8.3			—

Net cash used by financing activities		(46.6	)		(10.1	)

Effect of changes in foreign exchange rates on cash and cash equivalents		26.9			(6.6	)

Net increase in cash and cash equivalents		19.4			51.4
Cash and cash equivalents at beginning of period		545.5			480.4

Cash and cash equivalents at end of period	$	564.9		$	531.8

Supplemental disclosures of cash flow information:
Interest paid	$	90.3		$	82.5
Income taxes paid		49.0			52.2

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Stockholders’ Equity

(Unaudited - in millions)


											Accumulated
					Capital in						Other
	Common Stock				Excess of Par Value			Retained Earnings			Comprehensive Earnings (Loss)			Noncontrolling Interests			Total
	Shares		Amount		Excess of Par Value			Retained Earnings			Comprehensive Earnings (Loss)			Noncontrolling Interests			Total
Balance at December 31, 2016		178.3	$	178.3	$	3,265.5		$	916.4		$	(763.6	)	$	59.2		$	3,655.8
Net earnings		—		—		—			358.0			—			28.0			386.0
Purchase of subsidiary shares from noncontrolling interests		—		—		—			—			—			(0.8	)		(0.8	)
Dividends paid to noncontrolling interests		—		—		—			—			—			(24.6	)		(24.6	)
Change in pension liability, net of taxes of $2.5 million		—		—		—			—			3.7			—			3.7
Foreign currency translation		—		—		—			—			249.3			0.4			249.7
Change in fair value of derivative instruments, net of taxes of $2.3 million		—		—		—			—			11.7			—			11.7
Compensation expense related to stock option plan grants		—		—		12.9			—			—			—			12.9
Common stock issued in:
Ten purchase transactions		0.7		0.7		42.5			—			—			—			43.2
Stock option plans		1.2		1.2		33.9			—			—			—			35.1
Employee stock purchase plan		0.3		0.3		14.8			—			—			—			15.1
Deferred compensation and restricted stock		0.3		0.3		(3.6	)		—			—			—			(3.3	)
Cash dividends declared on common stock		—		—		—			(212.3	)		—			—			(212.3	)

Balance at September 30, 2017		180.8	$	180.8	$	3,366.0		$	1,062.1		$	(498.9	)	$	62.2		$	4,172.2

See notes to consolidated financial statements.

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Notes to September 30, 2017 Consolidated Financial Statements (Unaudited)

Nature of Operations and Basis of Presentation

Arthur J. Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us or the company, provide insurance brokerage and risk management services to a wide variety of commercial, industrial, institutional and governmental organizations through three reportable segments. Commission and fee revenue generated by the brokerage segment is primarily related to the negotiation and placement of insurance for our clients. Fee revenue generated by the risk management segment is primarily related to claims management, information management, risk control consulting (loss control) services and appraisals in the property/casualty market. Investment income and other revenue are generated from our premium financing operations and our investment portfolio, which includes invested cash and restricted funds, as well as clean energy and other investments. We are headquartered in Rolling Meadows, Illinois, have operations in 34 countries and offer client-service capabilities in more than 150 countries globally through a network of correspondent insurance brokers and consultants.

We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to such rules and regulations. The unaudited consolidated financial statements included herein are, in the opinion of management, prepared on a basis consistent with our audited consolidated financial statements for the year ended December 31, 2016, except as disclosed in Note 2, and include all normal recurring adjustments necessary for a fair presentation of the information set forth. The quarterly results of operations are not necessarily indicative of the results of operations to be reported for subsequent quarters or the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016. In the preparation of our unaudited consolidated financial statements as of September 30, 2017, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued, for potential recognition or disclosure therein.

Effect of New Accounting Pronouncements

Hedge Accounting

In August 2017, the Financial Accounting Standards Board (which we refer to as the FASB) issued Accounting Standards Update (which we refer to as ASU) No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new guidance amends the hedge accounting model in the current guidance to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. The new guidance requires revised tabular disclosures that focus on the effect of hedge accounting by income statement line and the disclosure of the cumulative basis adjustments to the hedged assets and liabilities in fair value hedges. Certain additional disclosures are also required for hedge relationships designated under the last-of-layer method. The current guidance that requires entities to disclose hedge ineffectiveness has been eliminated because this amount will no longer be separately measured. Under the new guidance, entities will apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach (i.e., with a cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date). The new guidance also provides transition relief to make it easier for entities to apply certain amendments to existing hedges (including fair value hedges) where the hedge documentation needs to be modified. The presentation and disclosure requirements will be applied prospectively. The new guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. Early adoption is permitted in any interim period or annual year before the effective date. If the guidance is early adopted in an interim period, any adjustments would be reflected as of the beginning of the fiscal year that includes that interim period. We are currently assessing the impact that adopting this new guidance will have on our consolidated financial statements.

Business Combinations

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The new guidance clarifies the definition of a business with the objective of adding information to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Management does not anticipate that this new guidance will have a material impact on our consolidated financial statements upon adoption.

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Intangibles - Goodwill and Other

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance eliminates Step 2 of the goodwill impairment test. Instead, the updated guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its carrying value, and recognizing a non-cash impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. The new guidance is effective beginning January 1, 2020, with early adoption permitted, and will be applied on a prospective basis. The new guidance currently has no impact on our consolidated financial statements; however, we will evaluate the impact of this updated guidance on future annual or interim goodwill impairment tests performed.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under this new accounting guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This new guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This new guidance is effective for first quarter 2019, and requires a modified retrospective adoption, with early adoption permitted. Under the modified retrospective approach, lessees are required to recognize and measure leases at the beginning of the earliest period presented. In addition, the modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset.

While we are continuing to assess all potential impacts of the new guidance, we anticipate this guidance will have an impact on our consolidated financial statements. We currently believe the most significant impact relates to our real estate operating leases and the related recognition of right-of-use assets and lease liabilities in both noncurrent assets and noncurrent liabilities in our consolidated balance sheet. See Note 13 to these unaudited consolidated financial statements for details on our current lease arrangements.

Stock Compensation

In May 2017 the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09). This new accounting guidance provides information about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for financial statements issued for annual reporting periods beginning after December 15, 2017 and interim periods within those years. Earlier application is permitted. We do not expect that the adoption of this new guidance will have a material impact on our consolidated financial statements as we historically have not made changes to the terms or conditions of an outstanding share-based payment award.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, (ASU 2016-09). This new accounting guidance requires that companies recognize the income tax effects of awards in the income statement when the awards vest or are settled, rather than recognizing the tax benefits in excess of compensation costs through stockholders’ equity. ASU 2016-09 provides that this requirement be applied prospectively. As it relates to forfeitures, the guidance allows for companies to choose whether to continue to estimate forfeitures or account for forfeitures as they occur. This new guidance was effective in first quarter 2017 and has been applied by us. Due to the adoption of the new guidance, we recognized the income tax benefit of stock based awards that vested or were settled in the three-month and nine-month periods ended September 30, 2017 of $1.8 million and $11.9 million, respectively, in our consolidated statement of earnings. The income tax benefit of stock based awards that vested or were settled in the three-month and nine-month periods ended September 30, 2016 were $1.7 million and $4.8 million, respectively, that was recognized in our consolidated stockholders’ equity. Additionally, our consolidated statement of cash flows now presents excess tax benefits as an operating activity, rather than as a financing activity, applied prospectively. Finally, we elected to continue to estimate forfeitures based on historical data and recognize forfeitures over the vesting period of the award.

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Cash Receipts and Cash Payments

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, (ASU 2016-15). The amendments in ASU 2016-15 address several specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC 230, Statement of Cash Flows. This new guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We early adopted this guidance in first quarter 2017.

The adoption of this guidance resulted in a change to our classification whereby contingent payments on acquisitions that are up to the acquisition date fair value have been presented in financing activities and those payments in excess of the acquisition date fair value have been presented in operating activities. Historically these payments have all been included in investing activities. Accordingly, in our September 30, 2016 consolidated statement of cash flows, we reclassified $19.5 million and $41.7 million of payments from investing activities to operating activities and financing activities, respectively, to conform to the current year presentation. The modifications can be seen in our statement of cash flows.

Income Taxes

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This new accounting guidance allows entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Current guidance does not allow recognition until the asset has been sold to an outside party. This new guidance is effective beginning January 1, 2018 and is to be applied on a modified retrospective basis. Early adoption is permitted. Management does not anticipate that this new guidance will have a material impact on our consolidated financial statements upon adoption.

Restricted Cash

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This new accounting guidance addresses the classification and presentation of changes in restricted cash on the statement of cash flows under Topic 230, Statement of Cash Flows. This guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for all entities. The adoption of this new guidance will change the presentation in our consolidated statement of cash flows as it will require us to show the changes in the total of cash, cash equivalents and restricted cash in the statement of cash flows.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of the new accounting guidance is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Amendments to ASC Topic 340, Other Assets and Deferred Costs, require the capitalization of costs to obtain and costs to fulfill customer contracts, which are currently expensed as incurred. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance is effective for us in first quarter 2018, and early adoption is permitted beginning in first quarter 2017. Two methods of transition are permitted upon adoption; full retrospective and modified retrospective. Under the full retrospective method, prior periods would be restated under the new revenue standard, providing a comparable view across all periods presented. Under the modified retrospective method, prior periods would not be restated. Rather, revenues and other disclosures for pre-2018 periods would be provided in the notes to the financial statements as previously reported under the current revenue standard. We will adopt this new guidance in first quarter 2018 and we currently anticipate adopting the new guidance using the full retrospective method to restate each prior reporting period presented.

A full assessment to determine the impacts of the new accounting standard has been performed. We are currently implementing new accounting and operational processes which are a result of the new guidance and are analyzing the impact of these changes. We anticipate this standard will have a material impact on individual lines in our consolidated financial statements, but we do not expect it will have as material an impact on our results of operations on an annual basis. The primary impacts of the new standard to our product and service lines are anticipated to be as follows:

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Brokerage segment

Revenue - We currently recognize revenue for certain of our brokerage activities, such as installments on agency bill, direct bill and contingent commission revenue, over a period of time either due to the transfer of value to our customers or as the remuneration becomes determinable. Under the new guidance, these revenues will be substantially recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer. Conversely under the new guidance we may need to defer certain revenues to reflect delivery of services over the contract period. As a result, revenue from certain arrangements will be recognized in earlier periods under the new guidance in comparison to our current accounting policies, and others will be recognized in later periods. The net effect of all of these changes on the timing and amount of revenue recognized will be a net increase in revenue recognized for our annual reporting periods with a shift in the timing of revenue recognized in the interim periods to the first quarter from the other three quarters.

The primary reason for the increase in the amount of revenue recognized relates to our employee benefits business. Historically we have recognized this revenue throughout the contract period as underlying client exposure units became certain. Under the new guidance, the full year revenue under each of these contracts will be estimated at the effective date of the underlying policies resulting in acceleration of revenue recognized, with a reassessment at each reporting date. This also will cause a shift in the timing of revenue recognized in the interim periods as a majority of these annual contracts incept in the first quarter. Partially offsetting this interim impact will be the recognition of contingent commissions related to all of our brokerage business as these revenues will be estimated and accrued throughout the year as the underlying business is placed with the insurance carriers rather than our historical recognition where the majority of these were recognized in the first quarter, typically when we received cash or the related policy detail or other carrier specific information from the insurance carrier.

Expense - The assets recognized for the costs to obtain and/or fulfill a contract will be amortized on a systematic basis that is consistent with the transfer of the services to which the asset relates. For the vast majority of our contracts, the renewal period is one year or less and renewal costs are commensurate with the initial contract, thus we plan to apply a practical expedient and recognize the costs of obtaining a contract as an expense when incurred. We are quantifying and analyzing the impact of the costs to fulfill a contract. We do not expect the net impact on an annual basis of deferring and amortizing these costs to be material, but it will have an impact on the timing of expenses recognized in the interim periods.

Risk management segment

Revenue - Under the new guidance, when we have the obligation to adjust claims until closure and are compensated on a per claim basis, we will recognize the full amount of the claim revenue upon notification of the claim and defer certain revenues to reflect delivery of services over the claim handling period. When our obligation is to provide claims services throughout a contract period, we will recognize revenue ratably across that contract period. As such, we anticipate the net impact of the new guidance will require more initial revenue deferral and recognition over a longer period of time than under our current accounting policies.

Expense - The assets recognized for the costs to obtain and/or to fulfill a contract will be amortized on a systematic basis that is consistent with the transfer of the services to which the asset relates. We do not believe we have material costs to obtain and we are quantifying the impact of our costs to fulfill. We do not expect the net impact of deferring and amortizing these costs to obtain or to fulfill to be material on our annual or interim reporting periods.

Corporate segment

We expect that the timing related to recognition of revenue in our corporate segment will remain substantially unchanged. We do not expect a material impact on our annual after tax earnings, but we do expect a material change in the emergence of our after tax earnings in the interim quarterly periods as income tax credits are recognized based on our quarterly consolidated pre-tax earnings patterns.

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Business Combinations

During the nine-month period ended September 30, 2017, we acquired substantially all of the net assets of the following firms in exchange for our common stock and/or cash. These acquisitions have been accounted for using the acquisition method for recording business combinations (in millions, except share data):


Name and Effective Date of Acquisition	Common Shares Issued		Common Share Value		Cash Paid		Accrued Liability		Escrow Deposited		Recorded Earnout Payable		Total Recorded Purchase Price		Maximum Potential Earnout Payable
	(000s)
Construction Risk Solutions, LLC (CRS) January 1, 2017		—	$	—	$	27.9	$	—	$	3.1	$	4.4	$	35.4	$	10.0
Hill, Chesson & Woody (HCW) January 1, 2017		—		—		34.8		—		0.7		15.9		51.4		24.4
Presidio Group, Inc. (PG) January 1, 2017		—		—		41.8		—		4.8		7.0		53.6		15.0
Commercial Insurance Brokers (CIB) April 1, 2017		—		—		17.7		—		2.0		0.8		20.5		3.6
Williams - Mannny Insurance Group (WMI) May 1, 2017		170		9.8		28.2		—		2.0		5.4		45.4		11.5
GPL Assurance Inc. (GPL) August 1, 2017		—		—		37.8		—		4.2		4.3		46.3		8.0
Lutgert Insurance (LI) September 1, 2017		—		—		25.2		—		1.3		4.4		30.9		10.2
Twenty-three other acquisitions completed in 2017		245		12.3		86.7		—		7.3		27.2		133.5		64.2

		415	$	22.1	$	300.1	$	—	$	25.4	$	69.4	$	417.0	$	146.9

On September 20, 2017, we signed a definitive agreement to acquire substantially all the assets of DiBrina Group headquartered in Sudbury, Ontario, Canada, for approximately $42.8 million of cash consideration plus a maximum potential earnout of approximately $24.0 million. The transaction was subject to customary closing conditions and closed on October 4, 2017.

Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the applicable acquisition. We record escrow deposits that are returned to us as a result of adjustments to net assets acquired as reductions of goodwill when the escrows are settled. The maximum potential earnout payables disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. We will record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our consolidated statement of earnings when incurred. The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. Revenue growth rates generally ranged from 5.0% to 17.0% for our 2017 acquisitions. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. We then discounted these

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payments to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entity to achieve the targets. These discount rates generally ranged from 7.5% to 9.0% for all of our 2017 acquisitions. Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations.

During the three-month periods ended September 30, 2017 and 2016, we recognized $4.9 million and $4.3 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During the nine-month periods ended September 30, 2017 and 2016, we recognized $15.2 million and $12.5 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. In addition, during the three-month periods ended September 30, 2017 and 2016, we recognized $5.7 million of expense and $0.2 million of income, respectively, related to net adjustments in the estimated fair value of earnout obligations in connection with revised projections of future performance for 31 and 27 acquisitions, respectively. In addition, during the nine-month periods ended September 30, 2017 and 2016, we recognized $12.3 million and $8.7 million of expense, respectively, related to net adjustments in the estimated fair value of earnout obligations in connection with revised projections of future performance for 89 and 77 acquisitions, respectively. The aggregate amount of maximum earnout obligations related to acquisitions was $563.9 million as of September 30, 2017, of which $274.3 million was recorded in our consolidated balance sheet as of September 30, 2017, based on the estimated fair value of the expected future payments to be made.

The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in the nine-month period ended September 30, 2017 (in millions):


	CRS		HCW		PG		CIB		WMI		GPL		LI		Twenty-three Other Acquisitions		Total
Cash	$	—	$	—	$	—	$	0.1	$	0.3	$	0.4	$	0.2	$	5.4	$	6.4
Other current assets		3.6		2.1		2.4		3.6		1.8		13.6		1.2		7.7		36.0
Fixed assets		—		—		0.5		0.1		0.2		1.0		0.6		1.2		3.6
Noncurrent assets		—		0.2		—		—		—		—		—		—		0.2
Goodwill		20.3		29.9		25.6		11.7		26.1		27.1		15.0		72.4		228.1
Expiration lists		14.6		19.2		27.9		9.0		18.5		21.1		14.8		63.8		188.9
Non-compete agreements		0.1		0.1		0.1		—		0.1		0.5		0.1		1.8		2.8


Total assets acquired		38.6		51.5		56.5		24.5		47.0		63.7		31.9		152.3		466.0


Current liabilities		3.2		0.1		2.9		4.0		1.6		11.6		1.0		9.9		34.3
Noncurrent liabilities		—		—		—		—		—		5.8		—		8.9		14.7


Total liabilities assumed		3.2		0.1		2.9		4.0		1.6		17.4		1.0		18.8		49.0


Total net assets acquired	$	35.4	$	51.4	$	53.6	$	20.5	$	45.4	$	46.3	$	30.9	$	133.5	$	417.0

Among other things, these acquisitions allow us to expand into desirable geographic locations, further extend our presence in the retail and wholesale insurance brokerage services and risk management industries and increase the volume of general services currently provided. The excess of the purchase price over the estimated fair value of the tangible net assets acquired at the acquisition date was allocated to goodwill, expiration lists and non-compete agreements in the amounts of $228.1 million, $188.9 million and $2.8 million, respectively, within the brokerage and risk management segments.

Provisional estimates of fair value are established at the time of each acquisition and are subsequently reviewed within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. The fair value of the tangible assets and liabilities for each applicable acquisition at the acquisition date approximated their carrying values. The fair value of expiration lists was established using the excess earnings method, which is an income approach based on estimated financial projections developed by management for each acquired entity using market participant assumptions. Revenue growth and attrition rates generally ranged from 2.0% to 3.3% and 5.0% to 10.0%,

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respectively, for our 2016 and 2017 acquisitions for which valuations were performed in 2017. We estimate the fair value as the present value of the benefits anticipated from ownership of the subject customer list in excess of returns required on the investment in contributory assets necessary to realize those benefits. The rate used to discount the net benefits was based on a risk-adjusted rate that takes into consideration market-based rates of return and reflects the risk of the asset relative to the acquired business. These discount rates generally ranged from 12.0% to 14.0% for our 2016 and 2017 acquisitions for which valuations were performed in 2017. The fair value of non-compete agreements was established using the profit differential method, which is an income approach based on estimated financial projections developed by management for the acquired company using market participant assumptions and various non-compete scenarios.

Expiration lists, non-compete agreements and trade names related to our acquisitions are amortized using the straight-line method over their estimated useful lives (three to fifteen years for expiration lists, three to five years for non-compete agreements and three to five years for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We review all of our intangible assets for impairment periodically (at least annually) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing intangible assets, if the fair value were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Based on the results of impairment reviews during the three-month and nine-month periods ended September 30, 2017, we wrote off $4.5 million and $6.2 million, respectively, of amortizable intangible assets related to the brokerage segment. Based on the results of impairment reviews during the three-month and nine-month periods ended September 30, 2016, we wrote off $1.5 million and $1.8 million, respectively, of amortizable intangible assets related to the brokerage segment.

Of the $188.9 million of expiration lists and $2.8 million of non-compete agreements related to our acquisitions made during the nine-month period ended September 30, 2017, $49.8 million and $2.0 million, respectively, is not expected to be deductible for income tax purposes. Accordingly, we recorded a deferred tax liability of $13.7 million, and a corresponding amount of goodwill, in the nine-month period ended September 30, 2017, related to nondeductible amortizable intangible assets.

Our consolidated financial statements for the nine-month period ended September 30, 2017 include the operations of the acquired entities from their respective acquisition dates. The following is a summary of the unaudited pro forma historical results, as if these entities had been acquired at January 1, 2016 (in millions, except per share data):


	Three-month period ended September 30,				Nine-month period ended September 30,
	2017		2016		2017		2016
Total revenues	$	1,589.3	$	1,517.5	$	4,600.0	$	4,317.2
Net earnings attributable to controlling interests		130.1		123.4		359.8		320.4
Basic net earnings per share		0.72		0.69		2.00		1.80
Diluted net earnings per share		0.71		0.69		1.98		1.79

The unaudited pro forma results above have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had these acquisitions occurred at January 1, 2016, nor are they necessarily indicative of future operating results. Annualized revenues of entities acquired during the nine-month period ended September 30, 2017 totaled approximately $143.0 million. For the nine-month period ended September 30, 2017, total revenues and net earnings recorded in our unaudited consolidated statement of earnings related to our acquisitions made during the nine-month period ended September 30, 2017 in the aggregate, were $69.2 million and $2.4 million, respectively.

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Other Current Assets

Major classes of other current assets consist of the following (in millions):


	September 30, 2017		December 31, 2016

Premium finance advances and loans	$	292.5	$	241.2
Accrued supplemental, direct bill and other receivables		172.4		177.2
Refined coal production related receivables		125.7		136.9
Prepaid expenses		89.0		78.4

Total other current assets	$	679.6	$	633.7

The premium finance loans represent short-term loans which we make to many of our brokerage related clients and other non-brokerage clients to finance their premiums paid to insurance carriers. These premium finance loans are primarily generated by three Australian and New Zealand premium finance subsidiaries. Financing receivables are carried at amortized cost. Given that these receivables carry a fairly rapid delinquency period of only seven days post payment date, and that contractually the majority of the underlying insurance policies will be cancelled within one month of the payment due date in normal course, there historically has been a minimal risk of not receiving payment, and therefore we do not maintain any significant allowance for losses against this balance.

Intangible Assets

The carrying amount of goodwill at September 30, 2017 and December 31, 2016 allocated by domestic and foreign operations is as follows (in millions):


At September 30, 2017	Brokerage		Risk Management		Corporate		Total

United States	$	2,285.5	$	25.8	$	—	$	2,311.3
United Kingdom		738.3		7.3		—		745.6
Canada		345.9		—		—		345.9
Australia		427.8		—		—		427.8
New Zealand		216.8		9.9		—		226.7
Other foreign		100.2		—		2.9		103.1

Total goodwill - net	$	4,114.5	$	43.0	$	2.9	$	4,160.4


At December 31, 2016

United States	$	2,115.0	$	23.5	$	—	$	2,138.5
United Kingdom		662.2		4.3		—		666.5
Canada		292.2		—		—		292.2
Australia		382.7		—		—		382.7
New Zealand		205.0		0.3		—		205.3
Other foreign		79.8		—		2.8		82.6


Total goodwill - net	$	3,736.9	$	28.1	$	2.8	$	3,767.8

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The changes in the carrying amount of goodwill for the nine-month period ended September 30, 2017 are as follows (in millions):


	Brokerage		Risk Management		Corporate		Total

Balance as of December 31, 2016	$	3,736.9	$	28.1	$	2.8	$	3,767.8
Goodwill acquired during the period		214.0		14.1		—		228.1
Goodwill adjustments due to appraisals and other acquisition adjustments		14.4		—		—		14.4
Foreign currency translation adjustments during the period		149.2		0.8		0.1		150.1


Balance as of September 30, 2017	$	4,114.5	$	43.0	$	2.9	$	4,160.4

Major classes of amortizable intangible assets at September 30, 2017 and December 31, 2016 consist of the following (in millions):


	September 30,			December 31,
	2017			2016

Expiration lists	$	3,025.8		$	2,757.6
Accumulated amortization - expiration lists		(1,365.9	)		(1,143.0	)

		1,659.9			1,614.6

Non-compete agreements		53.3			49.3
Accumulated amortization - non-compete agreements		(45.7	)		(42.1	)

		7.6			7.2

Trade names		26.2			24.0
Accumulated amortization - trade names		(22.5	)		(18.5	)

		3.7			5.5

Net amortizable assets	$	1,671.2		$	1,627.3


Estimated aggregate amortization expense for each of the next five years is as follows:
2017 (remaining three months)	$	65.4
2018		253.8
2019		239.5
2020		222.8
2021		198.7


Total	$	980.2

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Credit and Other Debt Agreements

The following is a summary of our corporate and other debt (in millions):


	September 30, 2017			December 31, 2016
Note Purchase Agreements:
Semi-annual payments of interest, fixed rate of 6.44%, balloon due August 3, 2017	$	—		$	300.0
Semi-annual payments of interest, fixed rate of 2.80%, balloon due June 24, 2018		50.0			50.0
Semi-annual payments of interest, fixed rate of 5.85%, $50 million due November 30, 2018 and November 30, 2019		100.0			100.0
Semi-annual payments of interest, fixed rate of 3.20%, balloon due June 24, 2019		50.0			50.0
Semi-annual payments of interest, fixed rate of 3.48%, balloon due June 24, 2020		50.0			50.0
Semi-annual payments of interest, fixed rate of 3.99%, balloon due July 10, 2020		50.0			50.0
Semi-annual payments of interest, fixed rate of 5.18%, balloon due February 10, 2021		75.0			75.0
Semi-annual payments of interest, fixed rate of 3.69%, balloon due June 14, 2022		200.0			200.0
Semi-annual payments of interest, fixed rate of 5.49%, balloon due February 10, 2023		50.0			50.0
Semi-annual payments of interest, fixed rate of 4.13%, balloon due June 24, 2023		200.0			200.0
Quarterly payments of interest, floating rate of 90 day LIBOR plus 1.65%, balloon due August 2, 2023		50.0			—
Semi-annual payments of interest, fixed rate of 4.58%, balloon due February 27, 2024		325.0			325.0
Semi-annual payments of interest, fixed rate of 4.31%, balloon due June 24, 2025		200.0			200.0
Semi-annual payments of interest, fixed rate of 4.73%, balloon due February 27, 2026		175.0			175.0
Semi-annual payments of interest, fixed rate of 4.40%, balloon due June 2, 2026		175.0			175.0
Semi-annual payments of interest, fixed rate of 4.36%, balloon due June 24, 2026		150.0			150.0
Semi-annual payments of interest, fixed rate of 4.09%, balloon due June 27, 2027		125.0			—
Semi-annual payments of interest, fixed rate of 4.09%, balloon due August 2, 2027		125.0			—
Semi-annual payments of interest, fixed rate of 4.14%, balloon due August 4, 2027		98.0			—
Semi-annual payments of interest, fixed rate of 3.46%, balloon due December 1, 2027		100.0			100.0
Semi-annual payments of interest, fixed rate of 4.55%, balloon due June 2, 2028		75.0			75.0
Semi-annual payments of interest, fixed rate of 4.98%, balloon due February 27, 2029		100.0			100.0
Semi-annual payments of interest, fixed rate of 4.19%, balloon due June 27, 2029		50.0			—
Semi-annual payments of interest, fixed rate of 4.19%, balloon due August 2, 2029		50.0			—
Semi-annual payments of interest, fixed rate of 4.70%, balloon due June 2, 2031		25.0			25.0
Semi-annual payments of interest, fixed rate of 4.34%, balloon due June 27, 2032		75.0			—
Semi-annual payments of interest, fixed rate of 4.34%, balloon due August 2, 2032		75.0			—


Total Note Purchase Agreements		2,798.0			2,450.0

Credit Agreement:
Periodic payments of interest and principal, prime or LIBOR plus up to 1.45%, expires April 8, 2021		75.0			278.0

Premium Financing Debt Facility - expires May 18, 2019:
Periodic payments of interest and principal, Interbank rates plus 1.05% for Facility B; plus 0.55% for Facilities C and D
Facility B
AUD denominated tranche		119.8			100.7
NZD denominated tranche		5.9			9.0
Facility C and D
AUD denominated tranche		19.8			5.6
NZD denominated tranche		10.9			10.3


Total Premium Financing Debt Facility		156.4			125.6


Total corporate and other debt		3,029.4			2,853.6

Less unamortized debt acquisition costs on Note Purchase Agreements		(6.3	)		(5.4	)


Net corporate and other debt	$	3,023.1		$	2,848.2

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On June 13, 2017, we announced that we planned to close offerings of $648.0 million aggregate principal amount of private placement senior unsecured notes (both fixed and floating rate). We funded $250.0 million on June 27, 2017, $300.0 million on August 2, 2017 and $98.0 million on August 4, 2017, which was used in part to repay our $300.0 million August 3, 2017 debt maturity. The weighted average maturity of the $598.0 million of senior fixed rate notes is 11.6 years and their weighted average interest rate is 4.04% after giving effect to hedging gains. The interest rate on the $50.0 million of floating rate notes would be 3.02% using three-month LIBOR on October 24, 2017. In 2016 and 2017, we entered into pre-issuance interest rate hedging transactions related to the $300.0 million August 3, 2017 maturity private placement. We realized a cash gain of approximately $8.3 million on the hedging transaction that will be recognized on a pro rata basis as a reduction in our reported interest expense over the life of the debt.

Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share data):


	Three-month period ended September 30,				Nine-month period ended September 30,
	2017		2016		2017		2016
Net earnings attributable to controlling interests	$	130.4	$	122.8	$	358.0	$	319.3

Weighted average number of common shares outstanding		180.5		177.6		179.8		177.4
Dilutive effect of stock options using the treasury stock method		2.0		0.9		1.8		0.8

Weighted average number of common and common equivalent shares outstanding		182.5		178.5		181.6		178.2

Basic net earnings per share	$	0.72	$	0.69	$	1.99	$	1.80

Diluted net earnings per share	$	0.71	$	0.69	$	1.97	$	1.79

Options to purchase 1.7 million and 4.5 million shares of common stock were outstanding at September 30, 2017 and 2016, respectively, but were not included in the computation of the dilutive effect of stock options for the three-month periods then ended. Options to purchase 1.2 million and 5.8 million shares of common stock were outstanding at September 30, 2017 and 2016, respectively, but were not included in the computation of the dilutive effect of stock options for the nine-month periods then ended. These stock options were excluded from the computation because the options’ exercise prices were greater than the average market price of our common shares during the respective period, and therefore, would be anti-dilutive to earnings per share under the treasury stock method.

Stock Option Plans

On May 16, 2017, our stockholders approved the Arthur J. Gallagher 2017 Long-Term Incentive Plan (which we refer to as the LTIP), which replaced our previous stockholder-approved Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan. The LTIP term began May 16, 2017 and terminates on the date of the annual meeting of stockholders in 2027, unless terminated earlier by our board of directors. All of our officers, employees and non-employee directors are eligible to receive awards under the LTIP. The compensation committee of our board of directors determines the participants under the LTIP. The LTIP provides for non-qualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units and performance units, any or all of which may be made contingent upon the achievement of performance criteria. Subject to the LTIP limits, the compensation committee has the discretionary authority to determine the size of an award.

Shares of our common stock available for issuance under the LTIP include authorized and unissued shares of common stock or authorized and issued shares of common stock reacquired and held as treasury shares or otherwise, or a combination thereof. The number of available shares will be reduced by the aggregate number of shares that become subject to outstanding awards granted under the LTIP. To the extent that shares subject to an outstanding award granted under the LTIP or prior equity plans are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the settlement of such award in cash, then such shares will again be available for grant under the LTIP.

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The maximum number of shares available under the LTIP for restricted stock, restricted stock unit awards and performance unit awards settled with stock (i.e., all awards other than stock options and stock appreciation rights) is 4.0 million at September 30, 2017. To the extent necessary to be qualified performance-based compensation under Section 162(m) of the Internal Revenue Code (which we refer to as the IRC): (i) the maximum number of shares with respect to which options or stock appreciation rights or a combination thereof that may be granted during any calendar year to any person is 200,000; (ii) the maximum number of shares with respect to which awards other than options or stock appreciate rights that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code and are denominated in shares of common stock that may be earned pursuant to such awards granted during any calendar year to any person under the LTIP will be 200,000; and (iii) the maximum amount that may be payable with respect to all awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code and are denominated in cash granted during any calendar year to any person under the LTIP is $5.0 million.

The LTIP provides for the grant of stock options, which may be either tax-qualified incentive stock options or non-qualified options and stock appreciation rights. The compensation committee determines the period for the exercise of a non-qualified stock option, tax-qualified incentive stock option or stock appreciation right, provided that no option can be exercised later than seven years after its date of grant. The exercise price of a non-qualified stock option or tax-qualified incentive stock option and the base price of a stock appreciation right cannot be less than 100% of the fair market value of a share of our common stock on the date of grant, provided that the base price of a stock appreciation right granted in tandem with an option will be the exercise price of the related option.

Upon exercise, the option exercise price may be paid in cash, by the delivery of previously owned shares of our common stock, through a net-exercise arrangement, or through a broker-assisted cashless exercise arrangement. The compensation committee determines all of the terms relating to the exercise, cancellation or other disposition of an option or stock appreciation right upon a termination of employment, whether by reason of disability, retirement, death or any other reason. Stock option and stock appreciation right awards under the LTIP are non-transferable.

On March 16, 2017, the compensation committee granted 1,650,400 options under the 2014 LTIP to our officers and key employees that become exercisable at the rate of 34%, 33% and 33% on the anniversary date of the grant in 2020, 2021 and 2022, respectively. On March 17, 2016, the compensation committee granted 2,576,700 options under the 2014 LTIP to our officers and key employees that become exercisable at the rate of 34%, 33% and 33% on the anniversary date of the grant in 2019, 2020 and 2021, respectively. The 2017 and 2016 options expire seven years from the date of grant, or earlier in the event of certain terminations of employment. For certain of our executive officers age 55 or older, stock options awarded in 2017 and 2016 are no longer subject to forfeiture upon such officers’ departure from the company after two years from the date of grant.

During the three-month periods ended September 30, 2017 and 2016, we recognized $4.4 million and $3.8 million, respectively, of compensation expense related to our stock option grants. During the nine-month periods ended September 30, 2017 and 2016, we recognized $12.9 million and $10.9 million, respectively, of compensation expense related to our stock option grants.

For purposes of expense recognition, the estimated fair values of the stock option grants are amortized to expense over the options’ vesting period. We estimated the fair value of stock options at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:


	2017			2016
Expected dividend yield		2.8	%		3.0	%
Expected risk-free interest rate		2.3	%		1.6	%
Volatility		27.2	%		27.7	%
Expected life (in years)		5.0			5.5

Option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. Because our employee and director stock options have characteristics significantly different from those of traded options, and because changes in the selective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee and non-employee director stock options. The weighted average fair value per option for all options granted during the nine-month periods ended September 30, 2017 and 2016, as determined on the grant date using the Black-Scholes option pricing model, was $11.42 and $8.45, respectively.

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The following is a summary of our stock option activity and related information for 2017 (in millions, except exercise price and year data):


	Nine-month period ended September 30, 2017
						Weighted
						Average
				Weighted		Remaining
	Shares			Average		Contractual		Aggregate
	Under			Exercise		Term		Intrinsic
	Option			Price		(in years)		Value
Beginning balance		10.3		$	41.40
Granted		1.6			56.85
Exercised		(1.2	)		32.58
Forfeited or canceled		—			—

Ending balance		10.7		$	44.83		4.16	$	179.4

Exercisable at end of period		2.7		$	37.76		1.98	$	63.7

Ending vested and expected to vest		10.5		$	44.75		4.13	$	177.0

Options with respect to 16.1 million shares (less any shares of restricted stock issued under the LTIP—see Note 10 to these unaudited consolidated financial statements) were available for grant under the LTIP at September 30, 2017.

The total intrinsic value of options exercised during the nine-month periods ended September 30, 2017 and 2016 was $28.3 million and $14.9 million, respectively. As of September 30, 2017, we had approximately $47.4 million of total unrecognized compensation expense related to nonvested options. We expect to recognize that cost over a weighted average period of approximately four years.

Other information regarding stock options outstanding and exercisable at September 30, 2017 is summarized as follows (in millions, except exercise price and year data):


					Options Outstanding						Options Exercisable
Range of Exercise Prices					Number Outstanding		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	23.76	-	$	39.17		2.7		1.77	$	36.12		2.1	$	35.44
	43.71	-		46.17		4.5		5.02		44.77		—		—
	46.87	-		55.94		1.9		3.49		46.94		0.6		46.87
	56.86	-		56.86		1.6		6.46		56.86		—		—

$	23.76	-	$	56.86		10.7		4.16	$	44.83		2.7	$	37.76

Deferred Compensation

We have a Deferred Equity Participation Plan (which we refer to as the DEPP), which is a non-qualified plan that generally provides for distributions to certain of our key executives when they reach age 62 (or the one-year anniversary of the date of the grant for participants over the age of 61 as of the grant date) or upon or after their actual retirement. Under the provisions of the DEPP, we typically contribute cash in an amount approved by the compensation committee to a rabbi trust on behalf of the executives participating in the DEPP, and instruct the trustee to acquire a specified number of shares of our common stock on the open market or in privately negotiated transactions based on participant elections. Distributions under the DEPP may not normally be made until the participant reaches age 62 (or the one-year anniversary of the date of the grant for participants over the age of 61 as of the grant date) and are subject to forfeiture in the event of voluntary termination of employment prior to then. DEPP awards are generally made annually in the first quarter. In the second quarter of 2016, we made awards under sub-plans of the DEPP for certain production staff, which generally provide for vesting and/or distributions no sooner than five years from the date of awards, although certain awards vest and/or distribute after the earlier of fifteen years or the participant reaching age 65. All contributions to the plan (including sub-plans) deemed to be invested in shares of our common stock are distributed in the form of our common stock and all other distributions are paid in cash.

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Our common stock that is issued to or purchased by the rabbi trust as a contribution under the DEPP is valued at historical cost, which equals its fair market value at the date of grant or date of purchase. When common stock is issued, we record an unearned deferred compensation obligation as a reduction of capital in excess of par value in the accompanying consolidated balance sheet, which is amortized to compensation expense ratably over the vesting period of the participants. Future changes in the fair market value of our common stock owed to the participants do not have any impact on the amounts recorded in our consolidated financial statements.

In the first quarter of each of 2017 and 2016, the compensation committee approved $14.0 million and $10.1 million, respectively, of awards in the aggregate to certain key executives under the DEPP that were contributed to the rabbi trust in first quarter 2017 and 2016, respectively. We contributed cash to the rabbi trust and instructed the trustee to acquire a specified number of shares of our common stock on the open market to fund these 2017 and 2016 awards. During the three-month periods ended September 30, 2017 and 2016, we charged $2.6 million and $2.1 million, respectively, to compensation expense related to these awards. During the nine-month periods ended September 30, 2017 and 2016, we charged $7.0 million and $5.5 million, respectively, to compensation expense related to these awards.

In the first quarter of 2017 and in the second quarter of 2016, the compensation committee approved $4.0 million and $13.6 million, respectively, of awards under the sub-plans referred to above, which were contributed to the rabbi trust in first quarter 2017 and second quarter 2016, respectively. During the three-month periods ended September 30, 2017 and 2016, we charged $0.5 million and $0.4 million, respectively, to compensation expense related to these awards. During the nine-month period ended September 30, 2017 and 2016, we charged $1.4 million and $0.8 million, respectively, to compensation expense related to these awards. There were no distributions from the sub-plans during the nine-month period ended September 30, 2017.

At September 30, 2017 and December 31, 2016, we recorded $58.4 million (related to 2.7 million shares) and $46.8 million (related to 2.4 million shares), respectively, of unearned deferred compensation as a reduction of capital in excess of par value in the accompanying consolidated balance sheet. The total intrinsic value of our unvested equity based awards under the plan at September 30, 2017 and December 31, 2016 was $169.0 million and $125.5 million, respectively. During the nine-month period ended September 30, 2017, there were no distributions under the DEPP. During the nine-month period ended September 30, 2016, cash and equity awards with an aggregate fair value of $7.0 million were vested and distributed to executives under the Age 62 Plan.

We have a Deferred Cash Participation Plan (which we refer to as the DCPP), which is a non-qualified deferred compensation plan for certain key employees, other than executive officers, that generally provides for vesting and/or distributions no sooner than five years from the date of awards. Under the provisions of the DCPP, we typically contribute cash in an amount approved by compensation committee to the rabbi trust on behalf of the executives participating in the DCPP, and instruct the trustee to acquire a specified number of shares of our common stock on the open market or in privately negotiated transactions based on participant elections. In the first quarter of each of 2017 and 2016, the compensation committee approved $5.1 million and $3.1 million, respectively, of awards in the aggregate to certain key executives under the DCPP that were contributed to the rabbi trust in second quarter 2017 and 2016, respectively. During the three-month periods ended September 30, 2017 and 2016, we charged $0.7 million and $0.4 million, respectively, to compensation expense related to these awards. During the nine-month periods ended September 30, 2017 and 2016, we charged $1.8 million and $1.1 million, respectively, to compensation expense related to these awards. There were no distributions from the DCPP during the nine-month periods ended September 30, 2017 and 2016, respectively.

10.

Restricted Stock, Performance Share and Cash Awards

Restricted Stock Awards

As discussed in Note 8 to these unaudited consolidated financial statements, on May 16, 2017, our stockholders approved the LTIP, which replaced our previous stockholder-approved 2014 LTIP. The LTIP provides for the grant of a stock award either as restricted stock or as restricted stock units. In either case, the compensation committee may determine that the award will be subject to the attainment of performance measures over an established performance period. Stock awards and the related dividend equivalents are non-transferable and subject to forfeiture if the holder does not remain continuously employed with us during the applicable restriction period or, in the case of a performance-based award, if applicable performance measures are not attained. The compensation committee will determine all of the terms relating to the satisfaction of performance measures and the termination of a restriction period, or the forfeiture and cancellation of a restricted stock award upon a termination of employment, whether by reason of disability, retirement, death or any other reason.

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The agreements awarding restricted stock units under the LTIP will specify whether such awards may be settled in shares of our common stock, cash or a combination of shares and cash and whether the holder will be entitled to receive dividend equivalents, on a current or deferred basis, with respect to such award. Prior to the settlement of a restricted stock unit, the holder of a restricted stock unit will have no rights as a stockholder of the company. The maximum number of shares available under the LTIP for restricted stock, restricted stock units and performance unit awards settled with stock (i.e., all awards other than stock options and stock appreciation rights) is 4.0 million. At September 30, 2017, 4.0 million shares were available for grant under the LTIP for such awards.

In the first quarter of each of 2017 and 2016, we granted 477,500 and 466,600 restricted stock units, respectively, to employees under the LTIP, with an aggregate fair value of $26.8 million and $20.4 million, respectively, at the date of grant. These 2017 and 2016 awards of restricted stock units vest as follows: 477,500 units granted in first quarter 2017 and 466,600 units granted in first quarter 2016, vest in full based on continued employment through March 16, 2021 and March 11, 2020, respectively. For certain of our executive officers age 55 or older, restricted stock units awarded in 2017 and 2016 are not subject to forfeiture upon such officers’ departure from the company after two years from the date of grant.

We account for restricted stock awards at historical cost, which equals its fair market value at the date of grant, which is amortized to compensation expense ratably over the vesting period of the participants. Future changes in the fair value of our common stock that is owed to the participants do not have any impact on the amounts recorded in our consolidated financial statements. During the three-month periods ended September 30, 2017 and 2016, we recognized $4.7 million and $4.2 million, respectively, to compensation expense related to restricted stock unit awards granted in 2007 through 2017. During the nine-month periods ended September 30, 2017 and 2016, we recognized $15.2 million and $14.2 million, respectively, to compensation expense related to restricted stock unit awards granted in 2007 through 2017. The total intrinsic value of unvested restricted stock units at September 30, 2017 and 2016 was $107.6 million and $79.7 million, respectively. During the nine-month periods ended September 30, 2017 and 2016, equity awards (including accrued dividends) with an aggregate fair value of $23.3 million and $14.2 million was vested and distributed to employees under this plan.

Performance Share Awards

On March 16, 2017 and March 17, 2016, pursuant to the LTIP, the compensation committee approved 86,250 and 72,900, respectively of provisional performance unit awards, with an aggregate fair value of $4.9 million and $3.2 million, respectively, for future grants to our officers. Each performance unit award was equivalent to the value of one share of our common stock on the date such provisional award was approved. In 2016, these awards were subject to a one-year performance period based on our financial performance and a two-year vesting period. The 2017 awards are subject to a three-year performance period that begins on January 1, 2017, and vest on the three-year anniversary of the date of grant (March 16, 2020). For the 2017 awards, at the discretion of the compensation committee and determined based on our performance, the eligible officer will be granted a percentage of the provisional performance unit award based on a new performance measure, growth in adjusted EBITDAC per share. Granted units for the 2017 provisional awards will fully vest based on continuous employment through March 16, 2020 and will be settled in shares of our common stock on a one-for-one basis as soon as practicable thereafter. For certain of our executive officers age 55 or older, awards granted in 2017 and 2016 are no longer subject to forfeiture upon such officers’ departure from the company after two years from the date of grant.

Cash Awards

On March 16, 2017, pursuant to our Performance Unit Program (which we refer to as the Program), the compensation committee approved provisional cash awards of $14.3 million in the aggregate for future grants to our officers and key employees that are denominated in units (255,000 units in the aggregate), each of which was equivalent to the value of one share of our common stock on the date the provisional award was approved. The Program consists of a one-year performance period based on our financial performance and a two-year vesting period. At the discretion of the compensation committee and determined based on our performance, the eligible officer or key employee will be granted a percentage of the provisional cash award units that equates to the EBITAC growth achieved (as defined in the Program). At the end of the performance period, eligible participants will be granted a number of units based on achievement of the performance goal and subject to approval by the compensation committee. Granted units for the 2017 provisional award will fully vest based on continuous employment through January 1, 2020. The ultimate award value will be equal to the trailing twelve-month price of our common stock on December 31, 2019, multiplied by the number of units subject to the award, but limited to between 0.5 and 1.5 times the original value of the units determined as of the grant date. The fair value of the awarded units will be paid out in cash as soon as practicable in 2020. If an eligible employee leaves us prior to the vesting date, the entire award will be forfeited. We did not recognize any compensation expense during the nine-month period ended September 30, 2017 related to the 2017 provisional award under the Program.

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On March 17, 2016, pursuant to the Program, the compensation committee approved provisional cash awards of $17.4 million in the aggregate for future grant to our officers and key employees that are denominated in units (397,000 units in the aggregate), each of which was equivalent to the value of one share of our common stock on the date the provisional awards were approved. Terms of the 2016 provisional awards were similar to the terms of the 2017 provisional awards. Based on our performance for 2016, we granted 383,000 units under the Program in first quarter 2017 that will fully vest on January 1, 2019. During the three-month period ended September 30, 2017, we recognized $2.6 million to compensation expense related to these awards. During the nine-month period ended September 30, 2017, we recognized $7.9 million to compensation expense related to these awards. We did not recognize any compensation expense during 2016 related to the 2016 awards.

On March 11, 2015, pursuant to the Program, the compensation committee approved provisional cash awards of $14.6 million in the aggregate for future grant to our officers and key employees that are denominated in units (315,000 units in the aggregate), each of which was equivalent to the value of one share of our common stock on the date the provisional awards were approved. Terms of the 2015 provisional awards were similar to the terms of the 2016 provisional awards. Based on our performance for 2015, we granted 294,000 units under the Program in first quarter 2016 that will fully vest on January 1, 2018. During the three-month periods ended September 30, 2017 and 2016, we recognized $2.0 million and $1.7 million, respectively, to compensation expense related to these awards. During the nine-month periods ended September 30, 2017 and 2016, we recognized $7.0 million and $4.9 million, respectively, to compensation expense related to these awards.

On March 12, 2014, pursuant to the Program, the compensation committee approved provisional cash awards of $10.8 million in the aggregate for future grant to our officers and key employees that are denominated in units (229,000 units in the aggregate), each of which was equivalent to the value of one share of our common stock on the date the provisional awards were approved. Terms of the 2014 provisional awards were similar to the terms of the 2015 provisional awards. Based on our performance for 2014, we granted 220,000 units under the Program in first quarter 2015 that fully vested on January 1, 2017. During the three-month period ended September 30, 2016, we recognized $1.2 million, to compensation expense related to these awards. During the nine-month period ended September 30, 2016, we recognized $3.1 million, to compensation expense related to these awards.

During the nine-month period ended September 30, 2017, cash awards related to the 2014 provisional award with an aggregate fair value of $9.3 million (199,000 units in the aggregate) were vested and distributed to employees under the Program. During the nine-month period ended September 30, 2016, cash awards related to the 2013 provisional award with an aggregate fair value of $11.2 million (245,500 units in the aggregate) were vested and distributed to employees under the Program.

11.

Investments

The following is a summary of our investments, included in other noncurrent assets in the consolidated balance sheet, and the related funding commitments (in millions):


	September 30, 2017				December 31,
			Funding		2016
	Assets		Commitments		Assets
Chem-Mod LLC	$	4.0	$	—	$	4.0
Chem-Mod International LLC		2.0		—		2.0
Clean-coal investments:
Controlling interest in six limited liability companies that own fourteen 2009 Era Clean Coal Plants		11.5		—		14.3
Non-controlling interest in one limited liability company that owns one 2011 Era Clean Coal Plant		0.6		—		0.7
Controlling interest in seventeen limited liability companies that own nineteen 2011 Era Clean Coal Plants		62.2		—		69.0
Other investments		3.7		0.4		3.7


Total investments	$	84.0	$	0.4	$	93.7

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12.

Derivatives and Hedging Activity

We are exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, we enter into various derivative instruments that reduce these risks by creating offsetting exposures. We generally do not enter into derivative transactions for trading or speculative purposes.

Foreign Exchange Risk Management

We are exposed to foreign exchange risk when we earn revenues, pay expenses, or enter into monetary intercompany transfers denominated in a currency that differs from our functional currency, or other transactions that are denominated in a currency other than our functional currency. We use foreign exchange derivatives, typically forward contracts and options, to reduce our overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years.

Interest Rate Risk Management

We enter into various long-term debt agreements. We use interest rate derivatives, typically swaps, to reduce our exposure to the effects of interest rate fluctuations on the forecasted interest rates for up to two years into the future.

We have not received or pledged any collateral related to derivative arrangements at September 30, 2017.

The notional and fair values of derivative instruments are as follows at September 30, 2017 and December 31, 2016 (in millions):


	Notional Amount				Derivative Assets (1)				Derivative Liabilities (2)
	Sept 30, 2017		Dec 31, 2016		Sept 30, 2017		Dec 31, 2016		Sept 30, 2017		Dec 31, 2016

Derivatives accounted for as hedges:
Interest rate contracts	$	200.0	$	200.0	$	1.6	$	11.4	$	0.1	$	—
Foreign exchange contracts (3)		6.8		4.1		6.3		2.1		10.3		17.5

Total	$	206.8	$	204.1	$	7.9	$	13.5	$	10.4	$	17.5

(1)	Included within other current assets, $5.0 million and $12.5 million at September 30, 2017 and December 31, 2016, respectively, and other noncurrent assets, $2.9 million and $1.0 million at September 30, 2017 and December 31, 2016, respectively.

(2)	Included within other current liabilities, $9.0 million and $11.8 million at September 30, 2017 and December 31, 2016, respectively, and other noncurrent liabilities, $1.5 million and $5.7 million at September 30, 2017 and December 31, 2016, respectively.

(3)

Included within foreign exchange contracts at September 30, 2017 were $135.8 million of call options offset with $134.2 million of put options, and $54.9 million of buy forwards offset with $41.0 million of sell forwards. Included within foreign exchange contracts at December 31, 2016 were $78.3 million of call options offset with $78.3 million of put options, and $61.6 million of buy forwards offset with $57.5 million of sell forwards.

The amounts of derivative gains (losses) recognized in accumulated other comprehensive loss for the nine-month periods ended September 30, 2017 and 2016 were as follows (in millions):


	Commission			Compensation		Operating		Interest
	Revenue			Expense		Expense		Expense			Total
September 30, 2017
Cash flow hedges:
Interest rate contracts	$	—		$	—	$	—	$	(1.6	)	$	(1.6	)
Foreign exchange contracts		7.9			2.3		1.6		—			11.8

Total	$	7.9		$	2.3	$	1.6	$	(1.6	)	$	10.2


September 30, 2016
Cash flow hedges:
Interest rate contracts	$	—		$	—	$	—	$	(3.3	)	$	(3.3	)
Foreign exchange contracts		(17.3	)		0.7		0.5		—			(16.1	)

Total	$	(17.3	)	$	0.7	$	0.5	$	(3.3	)	$	(19.4	)

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The amounts of derivative gains (losses) reclassified from accumulated other comprehensive loss into income (effective portion) for the nine-month periods ended September 30, 2017 and 2016 were as follows (in millions):


	Commission			Compensation		Operating		Interest
	Revenue			Expense		Expense		Expense		Total
September 30, 2017
Cash flow hedges:
Interest rate contracts	$	—		$	—	$	—	$	—	$	—
Foreign exchange contracts		(7.6	)		1.1		0.8		—		(5.7	)

Total	$	(7.6	)	$	1.1	$	0.8	$	—	$	(5.7	)


September 30, 2016
Cash flow hedges:
Interest rate contracts	$	—		$	—	$	—	$	—	$	—
Foreign exchange contracts		(5.7	)		0.3		0.2		—		(5.2	)

Total	$	(5.7	)	$	0.3	$	0.2	$	—	$	(5.2	)

We estimate that approximately $0.1 million of pretax gain currently included within accumulated other comprehensive loss will be reclassified into earnings in the next twelve months. The amount of gain (loss) recognized in earnings on the ineffective portion of derivatives for nine-months ended September 30, 2017 and 2016 was $0.4 million and $0.4 million, respectively.

13.

Commitments, Contingencies and Off-Balance Sheet Arrangements

In connection with our investing and operating activities, we have entered into certain contractual obligations and commitments. Our future minimum cash payments, including interest, associated with our contractual obligations pursuant to the note purchase agreements, Credit Agreement, Premium Financing Debt Facility, operating leases and purchase commitments at September 30, 2017 were as follows (in millions):


	Payments Due by Period
Contractual Obligations	2017			2018			2019			2020			2021		Thereafter		Total
Note purchase agreements	$	—		$	100.0		$	100.0		$	100.0		$	75.0	$	2,423.0	$	2,798.0
Credit Agreement		75.0			—			—			—			—		—		75.0
Premium Financing Debt Facility		156.4			—			—			—			—		—		156.4
Interest on debt		34.3			119.8			115.1			110.7			105.7		468.7		954.3

Total debt obligations		265.7			219.8			215.1			210.7			180.7		2,891.7		3,983.7
Operating lease obligations		28.9			101.4			85.7			70.5			58.6		141.3		486.4
Less sublease arrangements		(0.7	)		(0.4	)		(0.1	)		(0.1	)		—		—		(1.3	)
Outstanding purchase obligations		19.2			35.9			19.2			7.7			2.2		—		84.2
Funding related to acquistion of DiBrina Group (see Note 3)		42.8			—			—			—			—		—		42.8

Total contractual obligations	$	355.9		$	356.7		$	319.9		$	288.8		$	241.5	$	3,033.0	$	4,595.8

The amounts presented in the table above may not necessarily reflect our actual future cash funding requirements, because the actual timing of future payments may vary from the stated contractual obligation. Outstanding purchase commitments in the table above include $0.7 million related to expenditures on our new corporate headquarters.

Note Purchase Agreements, Credit Agreement and Premium Financing Debt Facility - See Note 6 to our unaudited consolidated financial statements for a summary of the amounts outstanding under the note purchase agreements, the Credit Agreement and Premium Financing Debt Facility.

Operating Lease Obligations - Our corporate segment’s executive offices and certain subsidiary and branch facilities of our brokerage and risk management segments are located at 2850 Golf Road, Rolling Meadows, Illinois, where we have approximately 360,000 square feet of space and will accommodate approximately 2,000 employees at peak capacity. Our prior headquarters was located at Two Pierce Place, Itasca, Illinois, where we lease approximately 306,000 square feet of space, or approximately 60% of the building. The lease commitment on the Itasca property expires February 28, 2018. Relating to the development of our new corporate headquarters, we expect to receive property tax related credits under a tax-increment financing note from Rolling Meadows and an Illinois state Economic

- 25 -

Development for a Growing Economy (which we refer to as Edge) tax credit. Incentives from these two programs could total between $60.0 million and $80.0 million over a fifteen-year period.

We generally operate in leased premises at our other locations. Certain of these leases have options permitting renewals for additional periods. In addition to minimum fixed rentals, a number of leases contain annual escalation clauses which are generally related to increases in an inflation index.

We have leased certain office space to several non-affiliated tenants under operating sublease arrangements. In the normal course of business, we expect that certain of these leases will not be renewed or replaced. We adjust charges for real estate taxes and common area maintenance annually based on actual expenses, and we recognize the related revenues in the year in which the expenses are incurred. These amounts are not included in the minimum future rentals to be received in the contractual obligations table above.

Outstanding Purchase Obligations - We typically do not have a material amount of outstanding purchase obligations at any point in time. The amount disclosed in the contractual obligations table above represents the aggregate amount of unrecorded purchase obligations that we had outstanding at September 30, 2017. These obligations represent agreements to purchase goods or services that were executed in the normal course of business.

Off-Balance Sheet Commitments - Our total unrecorded commitments associated with outstanding letters of credit, financial guarantees and funding commitments as of September 30, 2017 were as follows (in millions):


	Amount of Commitment Expiration by Period												Total Amounts
Off-Balance Sheet Commitments	2017		2018		2019		2020		2021		Thereafter		Committed
Letters of credit	$	—	$	—	$	—	$	—	$	—	$	20.7	$	20.7
Financial guarantees		—		0.2		0.2		0.2		0.2		1.3		2.1
Funding commitments		—		—		—		—		—		0.4		0.4

Total commitments	$	—	$	0.2	$	0.2	$	0.2	$	0.2	$	22.4	$	23.2

Since commitments may expire unused, the amounts presented in the table above do not necessarily reflect our actual future cash funding requirements. See the Off-Balance Sheet Debt section below for a discussion of our letters of credit. All of the letters of credit represent multiple year commitments that have annual, automatic renewing provisions and are classified by the latest commitment date.

Since January 1, 2002, we have acquired 450 companies, all of which were accounted for using the acquisition method for recording business combinations. Substantially all of the purchase agreements related to these acquisitions contain provisions for potential earnout obligations. For all of our acquisitions made in the period from 2014 to 2017 that contain potential earnout obligations, such obligations are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration for the respective acquisition. The amounts recorded as earnout payables are primarily based upon estimated future operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date. The aggregate amount of the maximum earnout obligations related to these acquisitions was $563.9 million, of which $274.3 million was recorded in our consolidated balance sheet as of September 30, 2017 based on the estimated fair value of the expected future payments to be made.

Off-Balance Sheet Debt - Our unconsolidated investment portfolio includes investments in enterprises where our ownership interest is between 1% and 50%, in which management has determined that our level of influence and economic interest is not sufficient to require consolidation. As a result, these investments are accounted for under the equity method. None of these unconsolidated investments had any outstanding debt at September 30, 2017 or December 31, 2016 that was recourse to us.

At September 30, 2017, we had posted two letters of credit totaling $9.7 million, in the aggregate, related to our self-insurance deductibles, for which we had a recorded liability of $12.4 million. We have an equity investment in a rent-a-captive facility, which we use as a placement facility for certain of our insurance brokerage operations. At September 30, 2017, we had posted seven letters of credit totaling $6.3 million to allow certain of our captive operations to meet minimum statutory surplus requirements and for additional collateral related to premium and claim funds held in a fiduciary capacity, one letter of credit totaling $4.2 million to support our potential obligation under a client’s insurance program and one letter of credit totaling $0.5 million as a security deposit for a 2015 acquisition’s lease. These letters of credit have never been drawn upon.

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Litigation, Regulatory and Taxation Matters - We are a defendant in various legal actions incidental to the nature of our business including but not limited to matters related to employment practices, alleged breaches of non-compete or other restrictive covenants, theft of trade secrets, breaches of fiduciary duties and related causes of action. We are also periodically the subject of inquiries, investigations and reviews by regulatory and taxing authorities into various matters related to our business, including our operational, compliance and finance functions. Neither the outcomes of these matters nor their effect upon our business, financial condition or results of operations can be determined at this time.

In July 2014, we were named in a lawsuit that asserts that we and other defendants are liable for infringement of a patent held by Nalco Company. The complaint sought a judgment of infringement, damages, costs and attorneys’ fees, and injunctive relief. Along with other defendants, we disputed the allegation of infringement and have defended this matter vigorously. We filed a motion to dismiss the complaint on behalf of all defendants, alleging no infringement of Nalco’s intellectual property. This motion, and similar motions attacking amended complaints filed by Nalco, were granted. On April 20, 2016, the court dismissed Nalco’s complaints and disallowed any further opportunity to amend or refile. Nalco appealed this ruling to the Federal Circuit Court and we are expecting a ruling within the next few months. We continue to believe that the probability of a material loss is remote. However, litigation is inherently uncertain and it is not possible for us to predict the ultimate disposition of this proceeding.

Our micro-captive advisory services are under investigation by the Internal Revenue Service (IRS). Additionally, the IRS has initiated audits for the 2012 tax year of over 100 of the micro-captive insurance companies organized and/or managed by us. Among other matters, the IRS is investigating whether we have been acting as a tax shelter promoter in connection with these operations. While the IRS has not made specific allegations relating to our operations, if the IRS were to successfully assert that the micro-captives organized and/or managed by us do not meet the requirements of IRC Section 831(b), we could be held liable to pay monetary claims by the IRS and/or our micro-captive clients, and our future earnings from our micro-captive operations could be materially adversely affected, any of which events, could negatively impact the overall captive business and adversely affect our consolidated results of operations and financial condition. Due to the fact that the IRS has not made any allegation against us or completed its audits of our clients, we are not able to reasonably estimate the amount of any potential loss in connection with this investigation.

Contingent Liabilities - We purchase insurance to provide protection from errors and omissions (which we refer to as E&O) claims that may arise during the ordinary course of business. We currently retain the first $5.0 million of each and every E&O claim. Our E&O insurance provides aggregate coverage for E&O losses up to $175.0 million in excess of our retained amounts. We have historically maintained self-insurance reserves for the portion of our E&O exposure that is not insured. We periodically determine a range of possible reserve levels using actuarial techniques that rely heavily on projecting historical claim data into the future. Our E&O reserve in the September 30, 2017 unaudited consolidated balance sheet is above the lower end of the most recently determined actuarial range by $1.5 million and below the upper end of the actuarial range by $7.2 million. We can make no assurances that the historical claim data used to project the current reserve levels will be indicative of future claim activity. Thus, the E&O reserve level and corresponding actuarial range could change in the future as more information becomes known, which could materially impact the amounts reported and disclosed herein.

Tax-advantaged Investments No Longer Held - Between 1996 and 2007, we developed and then sold portions of our ownership in various energy related investments, many of which qualified for tax credits under IRC Section 29. We recorded tax benefits in connection with our ownership in these investments. At September 30, 2017, we had exposure on $108.2 million of previously earned tax credits. In 2004, 2007 and 2009, the IRS examined several of these investments and all examinations were closed without any changes being proposed by the IRS. However, any future adverse tax audits, administrative rulings or judicial decisions could disallow previously claimed tax credits. Because of the contingent nature of this exposure and our related assessment of its likelihood, no reserve has been recorded in our September 30, 2017 consolidated balance sheet related to this exposure.

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14.

Accumulated Other Comprehensive Earnings (Loss)

The after-tax components of our accumulated other comprehensive earnings (loss) attributable to controlling interests consist of the following:


				Foreign			Fair Value of			Accumulated
	Pension			Currency			Derivative			Comprehensive
	Liability			Translation			Investments			Earnings (Loss)
Balance as of December 31, 2016	$	(47.3	)	$	(709.2	)	$	(7.1	)	$	(763.6	)
Net change in period		3.7			249.3			11.7			264.7

Balance as of September 30, 2017	$	(43.6	)	$	(459.9	)	$	4.6		$	(498.9	)

The foreign currency translation during the nine-month period ended September 30, 2017 primarily relates to the net impact of changes in the value of the local currencies relative to the U.S. dollar for our operations in Australia, Canada, the Caribbean, India, New Zealand and the U.K.

During the nine-month periods ended September 30, 2017 and 2016, $4.1 million and $4.1 million, respectively, of expense related to the pension liability was reclassified from accumulated other comprehensive earnings (loss) to compensation expense in the statement of earnings. During the nine-month periods ended September 30, 2017 and 2016, $5.7 million and $5.2 million of expense, respectively, related to the fair value of derivative investments, was reclassified from accumulated other comprehensive earnings (loss) to the statement of earnings. During the nine-month periods ended September 30, 2017 and 2016, no amounts related to foreign currency translation were reclassified from accumulated other comprehensive earnings (loss) to the statement of earnings.

15.

Segment Information

We have three reportable segments: brokerage, risk management and corporate.

The brokerage segment is primarily comprised of our retail and wholesale insurance brokerage operations. The brokerage segment generates revenues through commissions paid by insurance underwriters and through fees charged to our clients. Our brokers, agents and administrators act as intermediaries between insurers and their customers and we do not generally assume underwriting risks.

The risk management segment provides contract claim settlement and administration services for enterprises that choose to self-insure some or all of their property/casualty coverages and for insurance companies that choose to outsource some or all of their property/casualty claims departments. These operations also provide claims management, loss control consulting and insurance property appraisal services. Revenues are principally generated on a negotiated per-claim or per-service fee basis.

The corporate segment manages our clean energy and other investments. In addition, the corporate segment reports the financial information related to our debt, and certain corporate and acquisition-related activities.

Allocations of investment income and certain expenses are based on reasonable assumptions and estimates primarily using revenue, headcount and other information. We allocate the provision for income taxes to the brokerage and risk management segments using the local country statutory rates. Reported operating results by segment would change if different methods were applied.

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Financial information relating to our segments for the three-month and nine-month periods ended September 30, 2017 and 2016 is as follows (in millions):


	Three-month period						Nine-month period
	ended September 30,						ended September 30,
	2017			2016			2017			2016
Brokerage
Total revenues	$	953.7		$	877.6		$	2,830.3		$	2,642.2

Earnings before income taxes	$	161.6		$	149.1		$	491.8		$	427.3

Identifiable assets at September 30, 2017 and 2016							$	10,275.9		$	8,972.7

Risk Management
Total revenues	$	200.2		$	176.7		$	571.5		$	532.5

Earnings before income taxes	$	27.8		$	21.5		$	73.6		$	67.9

Identifiable assets at September 30, 2017 and 2016							$	733.0		$	679.6

Corporate
Total revenues	$	430.6		$	428.0		$	1,158.8		$	1,035.1

Loss before income taxes	$	(92.7	)	$	(75.7	)	$	(269.4	)	$	(207.1	)

Identifiable assets at September 30, 2017 and 2016							$	1,801.5		$	1,548.0

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Review by Independent Registered Public Accounting Firm

The interim consolidated financial statements at September 30, 2017 and for the three-month and nine-month periods ended September 30, 2017 and 2016 have been reviewed by Ernst & Young LLP, our independent registered public accounting firm, and their report is included herein.

Review Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Arthur J. Gallagher & Co.

We have reviewed the consolidated balance sheet of Arthur J. Gallagher & Co. as of September 30, 2017, and the related consolidated statements of earnings and comprehensive earnings for the three-month and nine-month periods ended September 30, 2017 and 2016, the consolidated statement of cash flows for the nine-month periods ended September 30, 2017 and 2016, and the consolidated statement of stockholders’ equity for the nine-month period ended September 30, 2017. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Arthur J. Gallagher & Co. as of December 31, 2016, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity, and cash flows for the year then ended, not presented herein, and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated February 10, 2017. In our opinion, the accompanying consolidated balance sheet of Arthur J. Gallagher & Co. as of December 31, 2016, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Ernst & Young LLP

Chicago, Illinois

October 30, 2017

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion and analysis that follows relates to our financial condition and results of operations for the nine-month period ended September 30, 2017. Readers should review this information in conjunction with the unaudited consolidated financial statements and notes included in Item 1 of Part I of this quarterly report on Form 10-Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our annual report on Form 10-K for the year ending December 31, 2016.

Information Concerning Forward-Looking Statements

This report contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations or forecasts of future events. 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. For example, we may use forward-looking statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; acquisition strategy; the expected impact of acquisitions and dispositions; the development and performance of our services and products; changes in the composition or level of our revenues or earnings; our cost structure and the outcome of cost-saving or restructuring initiatives; future capital expenditures; future debt levels and anticipated actions to be taken in connection with maturing debt; future debt to earnings ratios; the outcome of contingencies; dividend policy; pension obligations; cash flow and liquidity; capital structure and financial losses; future actions by regulators; the outcome of existing regulatory actions, investigations, reviews or litigation; the impact of changes in accounting rules; financial markets; interest rates; foreign exchange rates; matters relating to our operations; income taxes; expectations regarding our investments, including our clean energy investments; and integrating recent acquisitions. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors.

Potential factors that could impact results include:

•

Failure to successfully and cost-effectively integrate recently acquired businesses and their operations or fully realize synergies from such acquisitions in the expected time frame;

•

Volatility or declines in premiums or other adverse trends in the insurance industry;

•

An economic downturn;

•

Competitive pressures in each of our businesses;

•

Risks that could negatively affect the success of our acquisition strategy, including continuing consolidation in our industry and growing interest in acquiring insurance brokers on the part of private equity firms, which could make it more difficult to identify targets and could make them more expensive, the risk that we may not receive timely regulatory approval of desired transactions, execution risks, integration risks, the risk of post-acquisition deterioration leading to intangible asset impairment charges, and the risk we could incur or assume unanticipated regulatory liabilities such as those relating to violations of anti-corruption and sanctions laws;

•

Our failure to attract and retain experienced and qualified personnel;

•

Risks arising from our international operations, including the risks posed by political and economic uncertainty in certain countries (such as the risks posed by Brexit), risks related to maintaining regulatory and legal compliance across multiple jurisdictions (such as those relating to violations of anti-corruption, sanctions and privacy laws), and risks arising from the complexity of managing businesses across different time zones, geographies, cultures and legal regimes;

•

Risks particular to our risk management segment, including any slowing of the trend toward outsourcing claims administration, and of the concentration of large amounts of revenue with certain clients;

•

The lower level of predictability inherent in contingent and supplemental commissions versus standard commissions;

•

Sustained increases in the cost of employee benefits;

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•

Our failure to apply technology effectively in driving value for our clients through technology-based solutions, or failure to gain internal efficiencies and effective internal controls through the application of technology and related tools;

•

Our inability to recover successfully, including damage to our reputation and client relationships, should we experience a disaster, cybersecurity attack or other significant disruption to business continuity;

•

Damage to our reputation;

•

Our failure to comply with regulatory requirements, including those related to governance and control requirements in particular jurisdictions, international sanctions, or a change in regulations or enforcement policies that adversely affects our operations (for example, relating to insurance broker compensation methods or the failure of state and local governments to follow through on agreed-upon income tax credits or other tax related incentives, relating to our corporate headquarters);

•

Violations or alleged violations of the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010 or other anti-corruption laws and Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act, (which we refer to as FATCA);

•

The outcome of any existing or future investigation, review, regulatory action or litigation;

•

Our failure to adapt our services to changes resulting from the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act and any changes in such laws brought about by the current administration;

•

Unfavorable determinations related to contingencies and legal proceedings;

•

Improper disclosure of confidential, personal or proprietary data;

•

Significant changes in foreign exchange rates;

•

Changes to our financial presentation from new accounting estimates and assumptions (including as a result of the new lease and revenue recognition standards);

•

Risks related to our clean energy investments, including the risk of intellectual property claims, utilities switching from coal to natural gas, environmental and product liability claims, and environmental compliance costs;

•

Disallowance of Internal Revenue Code of 1986, as amended, (which we refer to as IRC) Section 29 or IRC Section 45 tax credits for us or our partners;

•

The risk that our outstanding debt adversely affects our financial flexibility and restrictions and limitations in the agreements and instruments governing our debt;

•

The risk we may not be able to receive dividends or other distributions from subsidiaries;

•

The risk of share ownership dilution when we issue common stock as consideration for acquisitions and for other reasons; and

•

Volatility of the price of our common stock.

Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of, and are based on information available to us on, the date of the applicable document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to update any such statements or release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risk factors referred to above. Our future performance and actual results may differ materially from those expressed in forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict. Forward-looking statements speak only as of the date that they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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A detailed discussion of the factors that could cause actual results to differ materially from our published expectations is contained under the heading “Risk Factors” in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and any other reports we file with the SEC in the future.

Information Regarding Non-GAAP Measures and Other

In the discussion and analysis of our results of operations that follows, in addition to reporting financial results in accordance with GAAP, we provide information regarding EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share, as adjusted (adjusted EPS) for the brokerage and risk management segments, adjusted revenues, adjusted compensation and operating expenses, adjusted compensation expense ratio, adjusted operating expense ratio and organic revenue measures for each operating segment. These measures are not in accordance with, or an alternative to, the GAAP information provided in this quarterly report on Form 10-Q. We believe that these presentations provide useful information to management, analysts and investors regarding financial and business trends relating to our results of operations and financial condition. Our 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 we provide should be used in addition to, but not as a substitute for, the GAAP information provided. As disclosed in our most recent Proxy Statement, beginning in first quarter 2017, we make determinations regarding certain elements of executive officer compensation, performance share awards and annual cash incentive awards, partly on the basis of measures related to adjusted EBITDAC. Certain reclassifications have been made to the prior-year amounts reported in this quarterly report on Form 10-Q in order to conform them to the current-year presentation.

Adjusted Non-GAAP presentation - We believe that the adjusted Non-GAAP presentations of the current and prior year information presented on the following pages provides stockholders and other interested persons with useful information regarding certain financial metrics that may assist such persons in analyzing our operating results as they develop a future earnings outlook for us. The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period.

•

Adjusted revenues and expenses - We define these measures as revenues, compensation expense and operating expense, respectively, each adjusted to exclude the following:

•

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

•

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

•

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

•

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

•

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

•

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

•

For the litigation settlement and home office lease termination/move adjustments for the corporate segment, see page 55 for a more detailed description of the nature of these adjustments.

•

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

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Non-GAAP Earnings Measures

We believe that the presentation of EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin and adjusted EPS for the brokerage and risk management segment, each as defined below, provides a meaningful representation of our operating performance. Adjusted EPS is a performance measure and should not be used as a measure of our liquidity. We also consider EBITDAC and EBITDAC margin as ways to measure financial performance on an ongoing basis. In addition, adjusted EBITDAC, adjusted EBITDAC margin and adjusted EPS for the brokerage and risk management segments are presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.

•

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. These measures for the brokerage and risk management segments provide a meaningful representation of our operating performance and, for the overall business, provide a meaningful way to measure its financial performance on an ongoing basis.

•

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

•

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

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

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

Reconciliation of Non-GAAP Information Presented to GAAP Measures - This quarterly report on Form 10-Q includes tabular reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted compensation expense and adjusted operating expense, EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share (as adjusted) and organic revenue measures.

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Other Information - Allocations of investment income and certain expenses are based on reasonable assumptions and estimates primarily using revenue, headcount and other information. We allocate the provision for income taxes to the brokerage and risk management segments using local statutory rates. As a result, the provision for income taxes for the corporate segment reflects the entire benefit to us of the IRC Section 45 credits produced, because that is the segment which generated the credits. The law that provides for IRC Section 45 credits substantially expires in December 2019 for our fourteen 2009 Era Plants and in December 2021 for our twenty 2011 Era Plants. We anticipate reporting an effective tax rate of approximately 34.0% to 36.0% in the brokerage segment and 36.0% to 38.0% in the risk management segment for the foreseeable future. Reported operating results by segment would change if different allocation methods were applied.

In the discussion that follows regarding our results of operations, we also provide the following ratios with respect to our operating results: pretax profit margin, compensation expense ratio and operating expense ratio. Pretax profit margin represents pretax earnings divided by total revenues. The compensation expense ratio is compensation expense divided by total revenues. The operating expense ratio is operating expense divided by total revenues.

Overview and Third Quarter 2017 Highlights

We are engaged in providing insurance brokerage and consulting services, and third-party property/casualty claims settlement and administration services to entities in the U.S. and abroad. In the nine-month period ended September 30, 2017, we generated approximately 70% of our revenues for the combined brokerage and risk management segments domestically and 30% internationally, primarily in Australia, Bermuda, Canada, the Caribbean, New Zealand and the U.K. We have three reportable segments: brokerage, risk management and corporate, which contributed approximately 62%, 13% and 25%, respectively, to revenues during the nine-month period ended September 30, 2017. Our major sources of operating revenues are commissions, fees and supplemental and contingent commissions from brokerage operations and fees from risk management operations. Investment income is generated from invested cash and fiduciary funds, clean energy and other investments, and interest income from premium financing.

We typically cite the Council of Insurance Agents and Brokers (which we refer to as CIAB) insurance pricing quarterly survey at this time as an indicator of the current insurance rate environment, but the third quarter 2017 survey had not been published as of the filing date of this report. We anticipate that the trends noted in the second quarter 2017 survey will likely be similar to what will be reported for third quarter 2017. The second quarter 2017 CIAB survey indicated that commercial property/casualty rates decreased by 2.8%, on average, across all lines. The first quarter 2017 CIAB survey indicated that commercial property/casualty rates decreased by 2.5%, on average, across all lines. In 2017, while we see retail property/casualty rates as a headwind, we do see property/casualty exposure growth offsetting this partially. We also see employment growth along with complexity and uncertainty surrounding the Affordable Care Act as tailwinds for our employee benefit units. In addition, our history of strong new business generation, solid retentions and enhanced value-added services for our carrier partners should all result in further organic growth opportunities around the world. Internationally, we see a similar property/casualty market in U.K. retail and Canada, more softening in London Specialty, but an improving market in Australia and New Zealand. Overall, we believe a modestly-down rate environment can be partially mitigated through exposure unit growth in certain lines and by our professionals demonstrating our expertise and high quality value added capabilities by strengthening our clients’ insurance portfolio in these times. Based on our experience, insurance carriers appear to be making rational pricing decisions. In lines and accounts where rate increases or decreases are warranted, the underwriters are pricing accordingly. As carriers reach their profitability targets in lines, rates may start to flatten. In summary, in this environment, rate decreased at a moderate pace, clients can still obtain coverage, businesses continue to stay in standard-line markets and there is adequate capacity in the insurance market. It is not clear whether the rate retraction will continue due to uncertainty of the current economic environment. The CIAB represents the leading domestic and international insurance brokers, who write approximately 85% of the commercial property/casualty premiums in the U.S.

Accounting Changes

Note 2 to our consolidated financial statements included in this report contains information regarding the potential impact a new revenue recognition accounting standard could have on our future financial presentation. This new standard will be effective for us in first quarter 2018. While we do not believe adoption of the new standard will have a material impact on the presentation of our consolidated results of operations on an annual basis, there could be a material impact on the presentation of our results in certain quarters due to timing changes in the recognition of certain revenue and expenses. As a result, we may experience a different “seasonality” in our quarterly results after adoption of the new standard, with a shift in the timing of revenue recognized from the second, third and fourth quarters to the first quarter.

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Summary of Financial Results - Three-Month Periods Ended September 30, 2017 and 2016

See the reconciliations of non-GAAP measures on page 37.


(Dollars in millions, except per share data)	3rd Quarter 2017						3rd Quarter 2016						Change
	Reported			Adjusted			Reported			Adjusted			Reported			Adjusted
Brokerage Segment	GAAP			Non-GAAP			GAAP			Non-GAAP			GAAP			Non-GAAP
Revenues	$	953.7		$	953.1		$	877.6		$	883.5			9	%		8	%
Organic revenues				$	900.0					$	869.5						3.5	%
Net earnings	$	107.6					$	97.7						10	%
Net earnings margin		11.3	%					11.1	%					+15 bpts
Adjusted EBITDAC				$	266.2					$	246.3						8	%
Adjusted EBITDAC margin					27.9	%					27.9	%					+5 bpts
Diluted net earnings per share	$	0.59		$	0.67		$	0.55		$	0.61			7	%		10	%

Risk Management Segment
Revenues	$	200.2		$	200.2		$	176.7		$	177.7			13	%		13	%
Organic revenues				$	195.5					$	177.4						10.2	%
Net earnings	$	17.1					$	13.2						30	%
Net earnings margin		8.5	%					7.5	%					+107 bpts
Adjusted EBITDAC				$	35.8					$	30.0						19	%
Adjusted EBITDAC margin					17.9	%					16.9	%					+100 bpts
Diluted net earnings per share	$	0.09		$	0.09		$	0.07		$	0.08			29	%		13	%

Corporate Segment
Diluted net earnings per share	$	0.03		$	0.05		$	0.07		$	0.08			-57	%		-38	%

Total Company
Diluted net earnings per share	$	0.71		$	0.81		$	0.69		$	0.77			3	%		5	%

Summary of Financial Results - Nine-Month Periods Ended September 30, 2017 and 2016

See the reconciliations of non-GAAP measures on page 38.


(Dollars in millions, except per share data)	Nine Months 2017						Nine Months 2016						Change
	Reported			Adjusted			Reported			Adjusted			Reported			Adjusted
Brokerage Segment	GAAP			Non-GAAP			GAAP			Non-GAAP			GAAP			Non-GAAP
Revenues	$	2,830.3		$	2,827.2		$	2,642.2		$	2,609.2			7	%		8	%
Organic revenues				$	2,657.3					$	2,567.3						3.5	%
Net earnings	$	325.2					$	278.5						17	%
Net earnings margin		11.5	%					10.5	%					+95 bpts
Adjusted EBITDAC				$	791.1					$	715.1						11	%
Adjusted EBITDAC margin					28.0	%					27.4	%					+57 bpts
Diluted net earnings per share	$	1.75		$	1.93		$	1.54		$	1.75			14	%		10	%

Risk Management Segment
Revenues	$	571.5		$	571.5		$	532.5		$	533.3			7	%		7	%
Organic revenues				$	563.4					$	532.6						5.8	%
Net earnings	$	45.8					$	42.1						9	%
Net earnings margin		8.0	%					7.9	%					+10 bpts
Adjusted EBITDAC				$	99.1					$	91.7						8	%
Adjusted EBITDAC margin					17.3	%					17.2	%					+15 bpts
Diluted net earnings per share	$	0.25		$	0.25		$	0.23		$	0.24			9	%		4	%

Corporate Segment
Diluted net earnings (loss) per share	$	(0.03	)	$	0.06		$	0.02		$	0.08			-250	%		-25	%

Total Company
Diluted net earnings per share	$	1.97		$	2.24		$	1.79		$	2.07			10	%		8	%

- 36 -

In our corporate segment, net after-tax earnings from our clean energy investments were $38.3 million and $88.2 million in the three-month and nine-month periods ended September 30, 2017, respectively. Net after tax earnings from our clean energy investments were $39.3 million and $85.8 million in the three-month and nine-month periods ended September 30, 2016. We anticipate our clean energy investments to generate between $123.0 million and $129.0 million in net earnings in 2017. We expect to use the additional cash flow generated by these earnings to continue our mergers and acquisition strategy in our core brokerage and risk management operations.

The following provides information that management believes is helpful when comparing revenues, net earnings, EBITDAC and diluted net earnings per share for the three-month period ended September 30, 2017 with the same period in 2016. In addition, these tables provides reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share. Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 40 and 47, respectively, of this filing.

For the Three-Month Periods Ended September 30, Reported GAAP to Adjusted Non-GAAP Reconciliatio


																			Diluted Net
	Revenues						Net Earnings						EBITDAC						Earnings Per Share
Segment	2017			2016			2017			2016			2017			2016			2017		2016
	(in millions)						(in millions)						(in millions)
Brokerage, as reported	$	953.7		$	877.6		$	107.6		$	97.7		$	256.5		$	229.9		$	0.59	$	0.55
Gains on book sales		(0.6	)		(1.1	)		(0.4	)		(0.8	)		(0.6	)		(1.1	)		—		—
Acquisition integration		—			—			2.3			6.7			3.5			9.4			0.01		0.04
Workforce & lease termination		—			—			3.4			4.3			5.1			6.0			0.02		0.02
Acquisition related adjustments		—			—			8.3			1.3			1.7			0.6			0.05		—
U.K. statutory income tax rate change		—			—			—			(1.5	)		—			—			—		(0.01	)
Levelized foreign currency translation		—			7.0			—			0.7			—			1.5			—		0.01

Brokerage, as adjusted *		953.1			883.5			121.2			108.4			266.2			246.3			0.67		0.61

Risk Management, as reported		200.2			176.7			17.1			13.2			35.7			29.2			0.09		0.07
Workforce & lease termination		—			—			—			0.3			0.1			0.4			—		0.01
Acquisition related adjustments		—			—			(0.4	)		—			—			—			—		—
Levelized foreign currency translation		—			1.0			—			0.2			—			0.4			—		—

Risk Management, as adjusted *		200.2			177.7			16.7			13.7			35.8			30.0			0.09		0.08

Corporate, as reported		430.6			428.0			13.1			19.5			(53.4	)		(42.7	)		0.03		0.07
Litigation settlement		—			—			—			3.5			—			4.4			—		0.01
Home office lease termination/move		—			—			3.7			—			6.2			—			0.02		—

Corporate, as adjusted *		430.6			428.0			16.8			23.0			(47.2	)		(38.3	)		0.05		0.08

Total Company, as reported	$	1,584.5		$	1,482.3		$	137.8		$	130.4		$	238.8		$	216.4		$	0.71	$	0.69

Total Company, as adjusted *	$	1,583.9		$	1,489.2		$	154.7		$	145.1		$	254.8		$	238.0		$	0.81	$	0.77

Total Brokerage & Risk
Management, as reported	$	1,153.9		$	1,054.3		$	124.7		$	110.9		$	292.2		$	259.1		$	0.68	$	0.62

Total Brokerage & Risk
Management, as adjusted *	$	1,153.3		$	1,061.2		$	137.9		$	122.1		$	302.0		$	276.3		$	0.76	$	0.69

For the three-month period ended September 30, 2017, the net pretax impact of the brokerage segment adjustments totals $20.5 million, with a corresponding net adjustment to the provision for income taxes of $6.9 million relating to these items. The net pretax impact of the risk management segment adjustments totals ($0.5) million, with a corresponding adjustment to the benefit for income taxes of ($0.1) million relating to these items. The pretax impact of the corporate segment adjustment totals $6.2 million, with a corresponding adjustment to the provision for income taxes of $2.5 million relating to that item.

For the three-month period ended September 30, 2016, the net pretax impact of the brokerage segment adjustments totals $17.2 million, with a corresponding net adjustment to the provision for income taxes of $6.5 million relating to these items. The pretax impact of the risk management segment adjustment totals $0.7 million, with a corresponding adjustment to the provision for income taxes of $0.2 million relating to that item. The pretax impact of the corporate segment adjustment totals $4.4 million, with a corresponding adjustment to the provision for income taxes of $0.9 million relating to that item.

- 37 -

For the Nine-Month Periods Ended September 30, Reported GAAP to Adjusted Non-GAAP Reconciliation


	Revenues						Net Earnings						EBITDAC						Diluted Net Earnings Per Share
Segment	2017			2016			2017			2016			2017			2016			2017			2016
	(in millions)						(in millions)						(in millions)
Brokerage, as reported	$	2,830.3		$	2,642.2		$	325.2		$	278.5		$	762.4		$	674.4		$	1.75		$	1.54
Gains on book sales		(3.1	)		(4.7	)		(2.2	)		(3.3	)		(3.1	)		(4.7	)		(0.01	)		(0.02	)
Acquisition integration		—			—			6.6			25.1			9.7			35.5			0.04			0.14
Workforce & lease termination		—			—			9.8			8.6			14.4			12.1			0.05			0.05
Acquisition related adjustments		—			—			18.2			9.6			7.7			3.2			0.10			0.06
U.K. statutory income tax rate change		—			—			—			(1.5	)		—			—			—			(0.01	)
Levelized foreign currency translation		—			(28.3	)		—			(2.1	)		—			(5.4	)		—			(0.01	)

Brokerage, as adjusted *		2,827.2			2,609.2			357.6			314.9			791.1			715.1			1.93			1.75

Risk Management, as reported		571.5			532.5			45.8			42.1			98.5			89.9			0.25			0.23
Workforce & lease termination		—			—			0.3			0.9			0.6			1.3			—			0.01
Acquisition related adjustments		—			—			(0.4	)		—			—			—			—			—
Levelized foreign currency translation		—			0.8			—			0.2			—			0.5			—			—

Risk Management, as adjusted *		571.5			533.3			45.7			43.2			99.1			91.7			0.25			0.24

Corporate, as reported		1,158.8			1,035.1			15.0			23.4			(155.3	)		(112.0	)		(0.03	)		0.02
Litigation settlement		—			—			8.8			11.6			11.1			14.6			0.05			0.06
Home office lease termination/move		—			—			7.9			—			13.2			—			0.04			—

Corporate, as adjusted *		1,158.8			1,035.1			31.7			35.0			(131.0	)		(97.4	)		0.06			0.08

Total Company, as reported	$	4,560.6		$	4,209.8		$	386.0		$	344.0		$	705.6		$	652.3		$	1.97		$	1.79

Total Company, as adjusted *	$	4,557.5		$	4,177.6		$	435.0		$	393.1		$	759.2		$	709.4		$	2.24		$	2.07

Total Brokerage & Risk
Management, as reported	$	3,401.8		$	3,174.7		$	371.0		$	320.6		$	860.9		$	764.3		$	2.00		$	1.77

Total Brokerage & Risk
Management, as adjusted *	$	3,398.7		$	3,142.5		$	403.3		$	358.1		$	890.2		$	806.8		$	2.18		$	1.99

For the nine-month period ended September 30, 2017, the net pretax impact of the brokerage segment adjustments totals $47.8 million, with a corresponding net adjustment to the provision for income taxes of $15.4 million relating to these items. There was no net pretax impact of the risk management segment adjustments, with a corresponding adjustment to the provision for income taxes of $0.1 million relating to these items. The pretax impact of the corporate segment adjustment totals $24.3 million, with a corresponding adjustment to the provision for income taxes of $7.6 million relating to these items.

For the nine-month period ended September 30, 2016, the net pretax impact of the brokerage segment adjustments totals $53.6 million, with a corresponding net adjustment to the provision for income taxes of $17.2 million relating to these items. The pretax impact of the risk management segment adjustments totals $1.7 million, with a corresponding adjustment to the provision for income taxes of $0.6 million relating to these items. The pretax impact of the corporate segment adjustment totals $14.6 million, with a corresponding adjustment to the provision for income taxes of $3.0 million relating to that item.

- 38 -

Results of Operations

Brokerage

The brokerage segment accounted for 62% of our revenues during the nine-month period ended September 30, 2017. Our brokerage segment is primarily comprised of retail and wholesale brokerage operations. Our retail brokerage operations negotiate and place property/casualty, employer-provided health and welfare insurance and retirement solutions, principally for middle-market commercial, industrial, public entity, religious and not-for-profit entities. Many of our retail brokerage customers choose to place their insurance with insurance underwriters, while others choose to use alternative vehicles such as self-insurance pools, risk retention groups or captive insurance companies. Our wholesale brokerage operations assist our brokers and other unaffiliated brokers and agents in the placement of specialized, unique and hard-to-place insurance programs.

Our primary sources of compensation for our retail brokerage services are commissions paid by insurance companies, which are usually based upon a percentage of the premium paid by insureds, and brokerage and advisory fees paid directly by our clients. For wholesale brokerage services, we generally receive a share of the commission paid to the retail broker from the insurer. Commission rates are dependent on a number of factors, including the type of insurance, the particular insurance company underwriting the policy and whether we act as a retail or wholesale broker. Advisory fees are dependent on the extent and value of services we provide. In addition, under certain circumstances, both retail brokerage and wholesale brokerage services receive supplemental and contingent commissions. A supplemental commission is a commission paid by an insurance carrier that is above the base commissions paid, is determined by the insurance carrier and is established annually in advance of the contractual period based on historical performance criteria. A contingent commission is a commission paid by an insurance carrier based on the overall profit and/or volume of the business placed with that insurance carrier during a particular calendar year and is determined after the contractual period.

Litigation and Regulatory Matters - A portion of our brokerage business includes the development and management of “micro-captives,” through operations we acquired in 2010 in our acquisition of the assets of Tribeca Strategic Advisors (Tribeca). A “captive” is an insurance company that insures the risks of its owner, affiliates or a group of companies. Micro-captives are captive insurance companies that are subject to taxation only on net investment income under IRC Section 831(b). Our micro-captive advisory services are under investigation by the Internal Revenue Service (IRS). Additionally, the IRS has initiated audits for the 2012 tax year of over 100 of the micro-captive insurance companies organized and/or managed by us. Among other matters, the IRS is investigating whether we have been acting as a tax shelter promoter in connection with these operations. While the IRS has not made specific allegations relating to our operations or the pre-acquisition activities of Tribeca, if the IRS were to successfully assert that the micro-captives organized and/or managed by us do not meet the requirements of IRC Section 831(b), we could be subject to monetary claims by the IRS and/or our micro-captive clients, and our future earnings from our micro-captive operations could be materially adversely affected, any of which events could negatively impact the overall captive business and adversely affect our consolidated results of operations and financial condition. We may also experience lost earnings due to the negative effect of an extended IRS investigation on our clients’ and potential clients’ businesses. Annual renewals for micro-captive clients generally occur during the fourth quarter. Therefore, any negative impact from this investigation would likely have a disproportionate impact on fourth-quarter results. In the period from 2014 to 2016, our micro-captive operations contributed less than $3.5 million of net earnings and less than $5.0 million in EBITDAC to our consolidated results in any one year. Due to the fact that the IRS has not made any allegation against us or completed its audits of our clients, we are not able to reasonably estimate the amount of any potential loss in connection with this investigation.

- 39 -

Financial information relating to our brokerage segment results for the three-month and nine-month periods ended September 30, 2017 as compared to the same periods in 2016, is as follows (in millions, except per share, percentages and workforce data):


	Three-month period									Nine-month period
	ended September 30,									ended September 30,
Statement of Earnings	2017			2016			Change			2017			2016			Change
Commissions	$	662.6		$	612.9		$	49.7		$	1,943.3		$	1,842.3		$	101.0
Fees		222.3			198.6			23.7			632.7			556.0			76.7
Supplemental commissions		39.9			35.3			4.6			115.9			106.8			9.1
Contingent commissions		13.5			16.4			(2.9	)		96.4			96.7			(0.3	)
Investment income		14.8			13.3			1.5			38.9			35.7			3.2
Gains realized on books of business sales		0.6			1.1			(0.5	)		3.1			4.7			(1.6	)

Total revenues		953.7			877.6			76.1			2,830.3			2,642.2			188.1

Compensation		548.4			504.0			44.4			1,621.7			1,515.1			106.6
Operating		148.8			143.7			5.1			446.2			452.7			(6.5	)
Depreciation		14.9			14.2			0.7			45.9			42.6			3.3
Amortization		68.9			62.5			6.4			196.9			183.3			13.6
Change in estimated acquisition earnout payables		11.1			4.1			7.0			27.8			21.2			6.6

Total expenses		792.1			728.5			63.6			2,338.5			2,214.9			123.6

Earnings before income taxes		161.6			149.1			12.5			491.8			427.3			64.5
Provision for income taxes		54.0			51.4			2.6			166.6			148.8			17.8

Net earnings		107.6			97.7			9.9			325.2			278.5			46.7
Net earnings (loss) attributable to noncontrolling interests		(0.3	)		(0.2	)		(0.1	)		7.1			4.1			3.0

Net earnings attributable to controlling interests	$	107.9		$	97.9		$	10.0		$	318.1		$	274.4		$	43.7

Diluted net earnings per share	$	0.59		$	0.55		$	0.04		$	1.75		$	1.54		$	0.21


Other Information
Change in diluted net earnings per share		7	%		25	%					14	%		24	%
Growth in revenues		9	%		5	%					7	%		7	%
Organic change in commissions and fees		4	%		2	%					3	%		3	%
Compensation expense ratio		58	%		57	%					57	%		57	%
Operating expense ratio		16	%		16	%					16	%		17	%
Effective income tax rate		33	%		34	%					34	%		35	%
Workforce at end of period (includes acquisitions)											19,715			18,539
Identifiable assets at September 30										$	10,275.9		$	8,972.7

EBITDAC
Net earnings	$	107.6		$	97.7		$	9.9		$	325.2		$	278.5		$	46.7
Provision for income taxes		54.0			51.4			2.6			166.6			148.8			17.8
Depreciation		14.9			14.2			0.7			45.9			42.6			3.3
Amortization		68.9			62.5			6.4			196.9			183.3			13.6
Change in estimated acquisition earnout payables		11.1			4.1			7.0			27.8			21.2			6.6


EBITDAC	$	256.5		$	229.9		$	26.6		$	762.4		$	674.4		$	88.0

- 40 -

The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three-month and nine-month periods ended September 30, 2017 to the same periods in 2016 (in millions):


	Three-month period ended September 30,									Nine-month period ended September 30,
	2017			2016			Change			2017			2016			Change
Net earnings, as reported	$	107.6		$	97.7			10.1	%	$	325.2		$	278.5			16.8	%
Provision for income taxes		54.0			51.4						166.6			148.8
Depreciation		14.9			14.2						45.9			42.6
Amortization		68.9			62.5						196.9			183.3
Change in estimated acquisition earnout payables		11.1			4.1						27.8			21.2

EBITDAC		256.5			229.9			11.6	%		762.4			674.4			13.1	%
Gains from books of business sales		(0.6	)		(1.1	)					(3.1	)		(4.7	)
Acquisition integration		3.5			9.4						9.7			35.5
Acquisition related adjustments		1.7			0.6						7.7			3.2
Workforce and lease termination related charges		5.1			6.0						14.4			12.1
Levelized foreign currency translation		—			1.5						—			(5.4	)

EBITDAC, as adjusted	$	266.2		$	246.3			8.1	%	$	791.1		$	715.1			10.6	%

Net earnings margin, as reported		11.3	%		11.1	%		+ 15 bpts			11.5	%		10.5	%		+95 bpts

EBITDAC margin, as adjusted		27.9	%		27.9	%		+ 5 bpts			28.0	%		27.4	%		+ 57 bpts

Reported revenues	$	953.7		$	877.6					$	2,830.3		$	2,642.2

Adjusted revenues - see pages 37 and 38	$	953.1		$	883.5					$	2,827.2		$	2,609.2

Acquisition integration costs include costs related to our July 2, 2014 acquisition of Noraxis Capital Corporation (which we refer to as Noraxis), our June 16, 2014 acquisition of the Crombie/OAMPS operations (which we refer to as Crombie/OAMPS), our April 1, 2014 acquisition of Oval Group of Companies (which we refer to as Oval), our November 14, 2013 acquisition of the Giles Group of Companies (which we refer to as Giles) and our August 1, 2015 acquisition of William Gallagher Associates Insurance Brokers (which we refer to as WGA) that are not expected to occur on an ongoing basis in the future once we fully assimilate these acquisitions. These costs relate to the on-boarding of employees, communication system conversion costs, related performance compensation, redundant workforce, extra lease space, duplicate services and external costs incurred to assimilate the acquired businesses with our IT related systems. The WGA integration costs in the three-month and nine-month periods ended September 30, 2017 totaled $0.4 million and $1.1 million, respectively, and were primarily related to retention and incentive compensation. The Crombie/OAMPS integration costs in the three-month and nine-month periods ended September 30, 2017 totaled $0.3 million and $1.1 million, respectively, and were primarily related to technology costs and incentive compensation. The Giles and Oval integration costs in the three-month and nine-month periods ended September 30, 2017 totaled $2.8 million and $7.5 million, respectively, and were primarily related to the consolidation of offices in the U.K., technology costs, branding and incentive compensation. The WGA integration costs in the three-month and nine-month periods ended September 30, 2016 totaled $2.0 million and $4.4 million, respectively, and were primarily related to retention and incentive compensation. The Noraxis integration costs in the three-month and nine-month periods ended September 30, 2016 totaled $0.7 million and $1.5 million, respectively, and were primarily related to the consolidation of offices, technology costs and incentive compensation. The Crombie/OAMPS integration costs in the three-month and nine-month periods ended September 30, 2016 totaled $0.9 million and $4.0 million, respectively, and were primarily related to technology costs and incentive compensation. The Giles and Oval integration costs in the three-month and nine-month periods ended September 30, 2016 totaled $5.8 million and $25.6 million, and were primarily related to the consolidation of offices in the U.K., technology costs, branding and incentive compensation. The prior period integration costs relate to the WGA, Noraxis, Crombie/OAMPS, Oval and Giles acquisitions. Integration costs related to these acquisitions for the full year 2017 are estimated to be less than a third of what they were in 2016.

- 41 -

Commissions and fees - The aggregate increase in base commissions and fees for the three-month period ended September 30, 2017 compared to the same period in 2016, was principally due to combination of revenues associated with acquisitions that were made in the twelve-month period ended September 30, 2017 ($37.1 million) and to organic growth. Commissions and fees in the three-month period ended September 30, 2017 included new business production of $99.0 million, which was offset by lost business and renewal rate decreases of $62.7 million. Organic growth in base commissions and fee revenues was 3.7% and 2.4% for the three-month periods ended September 30, 2017 and 2016, respectively.

The aggregate increase in base commissions and fees for the nine-month period ended September 30, 2017 compared to the same period in 2016, was principally due to combination of revenues associated with acquisitions that were made in the twelve-month period ended September 30, 2017 ($124.4 million) and to organic growth. Commissions and fees in the nine-month period ended September 30, 2017 included new business production of $273.5 million, which was offset by lost business and renewal rate decreases of $220.2 million. Organic growth in base commissions and fee revenues was 3.4% and 2.6% for the nine-month periods ended September 30, 2017 and 2016, respectively.

Items excluded from organic revenue computations yet impacting revenue comparisons for the three-month and nine-month periods ended September 30, 2017 and 2016 include the following (in millions):


	2017 Organic Revenue									2016 Organic Revenue
For the Three-Month Periods Ended September 30,	2017			2016			Change			2016			2015			Change
Base Commissions and Fees
Commission and fees, as reported	$	884.9		$	811.5			9.0	%	$	811.5		$	776.3			4.5	%
Less commission and fee revenues from acquisitions		(37.1	)		—						(38.4	)		—
Less disposed of operations		—			(0.1	)					—			(1.1	)
Levelized foreign currency translation		—			6.2						—			(20.3	)

Organic base commission and fees	$	847.8		$	817.6			3.7	%	$	773.1		$	754.9			2.4	%

Supplemental Commissions
Supplemental commissions, as reported	$	39.9		$	35.3			13.0	%	$	35.3		$	29.2			20.9	%
Less supplemental commissions from acquisitions		(0.2	)		—						(0.1	)		—
Less disposed of operations		—			(0.1	)					—			(0.2	)
Levelized foreign currency translation		—			0.2						—			(1.7	)

Organic supplemental commissions	$	39.7		$	35.4			12.2	%	$	35.2		$	27.3			28.9	%

Contingent Commissions
Contingent commissions, as reported	$	13.5		$	16.4			-17.7	%	$	16.4		$	14.5			13.1	%
Less contingent commissions from acquisitions		(1.0	)		—						(0.9	)		—
Less disposed of operations		—			—						—			(0.1	)
Levelized foreign currency translation		—			0.1						—			(0.1	)

Organic contingent commissions	$	12.5		$	16.5			-24.2	%	$	15.5		$	14.3			8.4	%

Total reported commissions, fees, supplemental commissions and contingent commissions	$	938.3		$	863.2			8.7	%	$	863.2		$	820.0			5.3	%
Less commission and fee revenues from acquisitions		(38.3	)		—						(39.4	)		—
Less disposed of operations		—			(0.2	)					—			(1.4	)
Levelized foreign currency translation		—			6.5						—			(22.1	)

Total organic commissions, fees, supplemental commissions and contingent commissions	$	900.0		$	869.5			3.5	%	$	823.8		$	796.5			3.4	%

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	2017 Organic Revenue									2016 Organic Revenue
For the Nine-Month Periods Ended September 30,	2017			2016			Change			2016			2015			Change
Base Commissions and Fees
Commission and fees, as reported	$	2,576.0		$	2,398.3			7.4	%	$	2,398.3		$	2,254.4			6.4	%
Less commission and fee revenues from acquisitions		(124.4	)		—						(139.3	)		—
Less disposed of operations		—			(1.5	)					—			(1.9	)
Levelized foreign currency translation		—			(26.2	)					—			(51.3	)

Organic base commission and fees	$	2,451.6		$	2,370.6			3.4	%	$	2,259.0		$	2,201.2			2.6	%

Supplemental Commissions
Supplemental commissions, as reported	$	115.9		$	106.8			8.5	%	$	106.8		$	90.9			17.5	%
Less supplemental commissions from acquisitions		(1.4	)		—						(1.4	)		—
Less disposed of operations		—			(0.5	)					—			(0.2	)
Levelized foreign currency translation		—			(2.7	)					—			(3.5	)

Organic supplemental commissions	$	114.5		$	103.6			10.5	%	$	105.4		$	87.2			20.9	%

Contingent Commissions
Contingent commissions, as reported	$	96.4		$	96.7			-0.3	%	$	96.7		$	81.8			18.2	%
Less contingent commissions from acquisitions		(5.2	)		—						(7.6	)		—
Less disposed of operations		—			(2.9	)					—			(0.1	)
Levelized foreign currency translation		—			(0.7	)					—			(0.6	)

Organic contingent commissions	$	91.2		$	93.1			-2.0	%	$	89.1		$	81.1			9.9	%

Total reported commissions, fees, supplemental commissions and contingent commissions	$	2,788.3		$	2,601.8			7.2	%	$	2,601.8		$	2,427.1			7.2	%
Less commission and fee revenues from acquisitions		(131.0	)		—						(148.3	)		—
Less disposed of operations		—			(4.9	)					—			(2.2	)
Levelized foreign currency translation		—			(29.6	)					—			(55.4	)

Total organic commissions, fees, supplemental commissions and contingent commissions	$	2,657.3		$	2,567.3			3.5	%	$	2,453.5		$	2,369.5			3.6	%

The following is a summary of brokerage segment acquisition activity for 2017 and 2016:


	Three-month period ended September 30,				Nine-month period ended September 30,
	2017		2016		2017		2016
Number of acquisitions closed		6		7		27		28

Estimated annualized revenues acquired (in millions)	$	36.9	$	27.4	$	129.7	$	97.8

Rollover revenues recognized in period from 2016 and Q1 and Q2 2017 acquisitions (in millions)	$	34.7			$	127.4
Portion of Q3 2017 acquisitions revenues recognized in period (in millions)		3.6				3.6

Total	$	38.3			$	131.0

We issued 259,000 shares, 252,000 shares and 257,000 shares of our common stock for tax-free exchange mergers in first, second and third quarters of 2017, respectively.

- 43 -

Supplemental and contingent commissions - Reported supplemental and contingent commission revenues recognized in 2017, 2016 and 2015 by quarter are as follows (in millions):


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		YTD
2017
Reported supplemental commissions	$	34.5	$	41.5	$	39.9			$	115.9
Reported contingent commissions		53.4		29.5		13.5				96.4

Reported supplemental and contingent commissions	$	87.9	$	71.0	$	53.4			$	212.3

2016
Reported supplemental commissions	$	32.9	$	38.6	$	35.3	$	40.2	$	147.0
Reported contingent commissions		55.2		25.1		16.4		10.5		107.2

Reported supplemental and contingent commissions	$	88.1	$	63.7	$	51.7	$	50.7	$	254.2

2015
Reported supplemental commissions	$	26.9	$	34.8	$	29.2	$	34.6	$	125.5
Reported contingent commissions		44.5		22.8		14.5		11.9		93.7

Reported supplemental and contingent commissions	$	71.4	$	57.6	$	43.7	$	46.5	$	219.2

Investment income and gains realized on books of business sales - Investment income primarily represents interest income earned on cash, cash equivalents and restricted funds and interest income from premium financing. Gains related to sales of books of business were $0.6 million and $1.1 million for the three-month periods ended September 30, 2017 and 2016, and $3.1 million and $4.7 million, respectively, for the nine-month periods ended September 30, 2017 and 2016. Investment income in the three-month and nine-month periods ended September 30, 2017 increased slightly compared to the same period in 2016. The increase in investment income in the three-month and nine-month periods ended September 30, 2017 compared to the same period in 2016 was primarily due to increases in interest income from our premium financing business and in interest income earned on client held funds in Australia and New Zealand.

Compensation expense - The following provides information that management believes is helpful when comparing compensation expense for the three-month and nine-month periods ended September 30, 2017 with the same periods in 2016 (in millions):


	Three-month period ended September 30,						Nine-month period ended September 30,
	2017			2016			2017			2016
Compensation expense, as reported	$	548.4		$	504.0		$	1,621.7		$	1,515.1
Acquisition integration		(3.0	)		(4.9	)		(6.7	)		(14.0	)
Workforce related charges