GALLAGHER ARTHUR J & CO (Form: 10-Q, Received: 04/24/2014 09:46:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2014

¨	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.)

Two Pierce Place, Itasca, Illinois 60143-3141

(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 x 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 x No ¨

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


Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
(Do not check if a smaller reporting company)

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

The number of outstanding shares of the registrant’s common stock, $1.00 par value, as of April 17, 2014 was approximately 157,096,000.

Arthur J. Gallagher & Co.

Index


			Page No.
Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited):

		Consolidated Statement of Earnings for the Three-month Periods Ended March 31, 2014 and 2013		3

		Consolidated Statement of Comprehensive Earnings for the Three-month Periods Ended March 31, 2014 and 2013		4

		Consolidated Balance Sheet at March 31, 2014 and December 31, 2013		5

		Consolidated Statement of Cash Flows for the Three-month Periods Ended March 31, 2014 and 2013		6

		Consolidated Statement of Stockholders’ Equity for the Three-month Period Ended March 31, 2014		7

		Notes to March 31, 2014 Consolidated Financial Statements		8-27

		Report of Independent Registered Public Accounting Firm		28

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29-49

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		50-51

	Item 4.	Controls and Procedures		51

Part II.	Other Information

	Item 1.A.	Risk Factors		51-52

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		52-53

	Item 6.	Exhibits		54

	Signature			55

	Exhibit Index			56

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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 March 31,
	2014			2013
Commissions	$	411.5		$	326.8
Fees		257.2			239.7
Supplemental commissions		25.4			17.3
Contingent commissions		32.2			22.5
Investment income		1.3			1.3
Gains on books of business sales		1.0			0.4
Revenues from clean coal activities		166.4			57.0
Other net revenues		20.0			9.1

Total revenues		915.0			674.1

Compensation		466.3			383.9
Operating		157.2			133.8
Cost of revenues from clean coal activities		171.0			58.1
Interest		16.2			11.2
Depreciation		14.8			10.8
Amortization		38.1			29.6
Change in estimated acquisition earnout payables		5.1			4.4

Total expenses		868.7			631.8

Earnings before income taxes		46.3			42.3
Provision (benefit) for income taxes		(3.0	)		1.8

Net earnings	$	49.3		$	40.5

Basic net earnings per share	$	0.37		$	0.32
Diluted net earnings per share		0.36			0.32
Dividends declared per common share		0.36			0.35

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 March 31,
	2014		2013
Net earnings	$	49.3	$	40.5
Change in pension liability, net of taxes		0.2		1.1
Foreign currency translation		8.8		(23.1	)
Change in fair value of derivative investments, net of taxes		0.5		(0.2	)

Comprehensive earnings	$	58.8	$	18.3

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Balance Sheet

(In millions)


	March 31, 2014		December 31, 2013
	(Unaudited)
Cash and cash equivalents	$	739.2	$	298.1
Restricted cash		915.9		1,027.4
Premiums and fees receivable		1,253.4		1,288.8
Other current assets		289.5		261.3

Total current assets		3,198.0		2,875.6
Fixed assets - net		165.9		160.4
Deferred income taxes		292.9		279.8
Other noncurrent assets		383.0		320.7
Goodwill - net		2,142.0		2,145.2
Amortizable intangible assets - net		1,093.8		1,078.8

Total assets	$	7,275.6	$	6,860.5

Premiums payable to insurance and reinsurance companies	$	1,974.7	$	2,154.7
Accrued compensation and other accrued liabilities		471.9		370.6
Unearned fees		86.6		84.5
Other current liabilities		33.0		44.5
Corporate related borrowings - current		467.4		630.5

Total current liabilities		3,033.6		3,284.8
Corporate related borrowings - noncurrent		1,425.0		825.0
Other noncurrent liabilities		672.8		665.2

Total liabilities		5,131.4		4,775.0

Stockholders’ equity:
Common stock - issued and outstanding 135.1 shares in 2014 and 133.6 shares in 2013		135.1		133.6
Capital in excess of par value		1,405.3		1,358.1
Retained earnings		596.9		596.4
Accumulated other comprehensive earnings (loss)		6.9		(2.6	)

Total stockholders’ equity		2,144.2		2,085.5

Total liabilities and stockholders’ equity	$	7,275.6	$	6,860.5

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Cash Flows

(Unaudited - in millions)


	Three-month period ended March 31,
	2014			2013
Cash flows from operating activities:
Net earnings	$	49.3		$	40.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net gain on investments and other		(21.0	)		(9.6	)
Depreciation and amortization		52.9			40.4
Change in estimated acquisition earnout payables		5.1			4.4
Amortization of deferred compensation and restricted stock		4.8			2.2
Stock-based and other noncash compensation expense		2.4			0.9
Effect of changes in foreign exchange rates		(0.2	)		(0.2	)
Net change in restricted cash		117.8			33.2
Net change in premiums receivable		47.8			22.6
Net change in premiums payable		(195.1	)		(35.6	)
Net change in other current assets		(20.6	)		(51.4	)
Net change in accrued compensation and other accrued liabilities		111.1			41.9
Net change in fees receivable/unearned fees		(6.7	)		(7.7	)
Net change in income taxes payable		(5.6	)		(2.0	)
Net change in deferred income taxes		(16.1	)		(7.4	)
Net change in other noncurrent assets and liabilities		(49.8	)		(21.0	)

Net cash provided by operating activities		76.1			51.2

Cash flows from investing activities:
Net additions to fixed assets		(19.8	)		(9.3	)
Cash paid for acquisitions, net of cash acquired		(23.6	)		(18.6	)
Net proceeds from sales of operations/books of business		2.0			0.4
Net funding of investment transactions		(3.1	)		(5.3	)

Net cash used by investing activities		(44.5	)		(32.8	)

Cash flows from financing activities:
Proceeds from issuance of common stock		18.1			27.0
Tax impact from issuance of common stock		3.8			4.0
Dividends paid		(49.3	)		(44.2	)
Borrowings on line of credit facility		367.4			18.0
Repayments on line of credit facility		(530.5	)		(97.0	)
Borrowings of corporate related long-term debt		600.0			—

Net cash provided (used) by financing activities		409.5			(92.2	)

Effect of changes in foreign exchange rates on cash and cash equivalents		—			(4.3	)

Net increase (decrease) in cash and cash equivalents		441.1			(78.1	)
Cash and cash equivalents at beginning of period		298.1			302.1

Cash and cash equivalents at end of period	$	739.2		$	224.0

Supplemental disclosures of cash flow information:
Interest paid	$	19.5		$	17.6
Income taxes paid		15.2			9.8

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Stockholders’ Equity

(Unaudited - in millions)


	Common Stock				Capital in Excess of			Retained Earnings			Accumulated Other Comprehensive Earnings
	Shares		Amount		Par Value			Retained Earnings			(Loss)			Total
Balance at December 31, 2013		133.6	$	133.6	$	1,358.1		$	596.4		$	(2.6	)	$	2,085.5
Net earnings		—		—		—			49.3			—			49.3
Change in pension liability, net of taxes of $0.1 million		—		—		—			—			0.2			0.2
Foreign currency translation		—		—		—			—			8.8			8.8
Change in fair value of derivative instruments, net of taxes of $0.3 million		—		—		—			—			0.5			0.5
Compensation expense related to stock option plan grants		—		—		1.3			—			—			1.3
Tax impact from issuance of common stock		—		—		3.8			—			—			3.8
Common stock issued in:
Eleven purchase transactions		0.7		0.7		33.2			—			—			33.9
Stock option plans		0.6		0.6		15.4			—			—			16.0
Employee stock purchase plan		0.1		0.1		2.0			—			—			2.1
Deferred compensation and restricted stock		0.1		0.1		(9.6	)		—			—			(9.5	)
Other compensation expense		—		—		1.1			—			—			1.1
Cash dividends declared on common stock		—		—		—			(48.8	)		—			(48.8	)

Balance at March 31, 2014		135.1	$	135.1	$	1,405.3		$	596.9		$	6.9		$	2,144.2

See notes to consolidated financial statements.

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Notes to March 31, 2014 Consolidated Financial Statements (Unaudited)

1. 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 operating 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 investment portfolio, which includes invested cash and restricted funds, as well as clean energy and other investments. We are headquartered in Itasca, Illinois, have operations in 25 countries and offer client-service capabilities in more than 140 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. We believe the disclosures are adequate to make the information presented not misleading. 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, 2013 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, 2013.

Certain reclassifications have been made to the amounts reported in the prior year’s unaudited consolidated financial statements in order to conform to the current year presentation.

In the preparation of our unaudited consolidated financial statements as of March 31, 2014, 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.

2. Effect of New Accounting Pronouncements

Presentation of Unrecognized Tax Benefits

In July 2013, the Financial Accounting Standards Board (which we refer to as the FASB) issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which provides explicit guidance on the presentation of certain unrecognized tax benefits in the financial statements that did not previously exist. The ASU provides that a liability related to an unrecognized tax benefit would be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In that case, the liability associated with the unrecognized tax benefit is presented in the financial statements as a reduction to the related deferred tax asset. In situations in which a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit will be presented in the financial statements as a liability and will not be combined with deferred tax assets. This new guidance was effective for annual and interim periods beginning after December 15, 2013. Management adopted the new guidance effective January 1, 2014. The impact of the new guidance upon adoption was not material to our 2014 consolidated financial statements.

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3. Business Combinations

During the three-month period ended March 31, 2014, 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)
Benefit Development Group, Inc. (BDG) February 1, 2014		46	$	2.0	$	0.7	$	—	$	0.1	$	0.6	$	3.4	$	2.0
Kent, Kent & Tingle (KKT) February 1, 2014		229		9.1		3.5		—		1.4		3.5		17.5		7.8
L&R Benefits, LLC (LR) March 1, 2014		115		5.3		1.8		—		0.1		1.0		8.2		6.0
Spataro Insurance Agency, Inc. (SIA) March 1, 2014		47		2.0		—		—		0.2		0.4		2.6		0.6
Tudor Risk Services, LLC (TRS) March 1, 2014		—		—		2.1		—		0.2		0.1		2.4		1.3
Four other acquisitions completed in 2014		78		3.3		5.4		—		0.3		0.6		9.6		3.5

		515	$	21.7	$	13.5	$	—	$	2.3	$	6.2	$	43.7	$	21.2

On April 1, 2014, we signed and closed on an agreement to acquire the Oval Group of Companies (which we refer to as Oval). Under the agreement, we agreed to purchase all of the outstanding equity of Oval for net cash consideration of approximately $331.0 million, which includes approximately $3.5 million held back and placed into escrow for three years as partial security for warranty obligations under the agreement and approximately $8.3 million held back and placed into escrow for approximately three months as partial security for adjustments to the acquired balance sheet. Oval was an independent commercial insurance broker operating out of 24 offices throughout the U.K., with over 1,000 employees.

On April 6, 2014, we signed an agreement to acquire the Wesfarmers Insurance Brokerage operations (which we refer to as the Wesfarmers transaction). The Wesfarmers transaction, which includes the OAMPS businesses in Australia and the U.K., Crombie Lockwood in New Zealand and the associated premium funding operations, is subject to regulatory approval and is expected to close during the second or third quarter of 2014. Under the agreement, we agreed to purchase all of the outstanding shares of these three operating companies for net cash consideration of approximately $933.0 million. The Wesfarmers Insurance Brokerage operations have approximately 1,700 employees operating out of more than 50 offices across Australia, New Zealand and the U.K. We entered into a A$400.0 million foreign currency derivative investment contract that we executed on April 16, 2014 in connection with the signing of the agreement to acquire the Wesfarmers Insurance Brokerage operations. The derivative investment contract will expire by June 16, 2014.

On April 16, 2014, we closed on a secondary public offering of our common stock whereby 21.85 million shares of our stock were issued for net proceeds, after underwriting discounts, of $911.9 million (excludes expenses related to this offering). We intend to use the net proceeds of the offering to fund a portion of our acquisition of the Wesfarmers Insurance Brokerage operations and, to the extent that any proceeds remain thereafter, or the acquisition is not completed, for the repayment of amounts borrowed under our line of credit to finance the acquisition of Oval and for general corporate purposes, including other acquisitions.

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

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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 10.0% for our 2014 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 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 8.5% to 9.0% for all of our 2014 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 each of the three-month periods ended March 31, 2014 and 2013, we recognized $3.3 million and $2.9 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 March 31, 2014 and 2013, we recognized $1.8 million and $1.5 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 twenty-one and seventeen acquisitions, respectively. The aggregate amount of maximum earnout obligations related to acquisitions made in 2009 and subsequent years was $460.2 million as of March 31, 2014, of which $156.8 million was recorded in our consolidated balance sheet as of March 31, 2014, 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 three-month period ended March 31, 2014 (in millions):


	BDG		KKT		LR		SIA		TRS		Four Other Acquisitions		Total
Cash	$	—	$	0.2	$	—	$	—	$	—	$	0.1	$	0.3
Other current assets		—		0.1		0.1		0.4		0.2		—		0.8
Fixed assets		—		—		—		—		—		—		—
Noncurrent assets		—		—		—		—		—		4.1		4.1
Goodwill		2.2		8.5		4.9		1.9		0.7		2.0		20.2
Expiration lists		1.1		8.4		3.0		1.2		1.5		3.2		18.4
Non-compete agreements		0.1		0.4		0.2		—		0.1		0.2		1.0

Total assets acquired		3.4		17.6		8.2		3.5		2.5		9.6		44.8

Current liabilities		—		0.1		—		0.4		0.1		—		0.6
Noncurrent liabilities		—		—		—		0.5		—		—		0.5

Total liabilities assumed		—		0.1		—		0.9		0.1		—		1.1

Total net assets acquired	$	3.4	$	17.5	$	8.2	$	2.6	$	2.4	$	9.6	$	43.7

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 $20.2 million, $18.4 million and $1.0 million, respectively, within the brokerage segment.

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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 3.0% and 8.0% to 10.0%, respectively, for our 2013 acquisitions, for which a valuation was performed in the three-month period ended March 31, 2014. 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 13.0% to 14.5% for our 2013 acquisitions, for which a valuation was performed in the three-month period ended March 31, 2014. 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, one to five years for non-compete agreements and three to fifteen 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 is 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. Based on the results of impairment reviews during the three-month periods ended March 31, 2014 and 2013, we wrote off $0.6 million and $1.8 million, respectively, of amortizable intangible assets related to the brokerage segment.

Of the $18.4 million of expiration lists and $1.0 million of non-compete agreements related to our acquisitions made during the three-month period ended March 31, 2014, $1.2 million and $0.1 million, respectively, is not expected to be deductible for income tax purposes. Accordingly, we recorded a deferred tax liability of $0.5 million, and a corresponding amount of goodwill, in the three-month period ended March 31, 2014 related to nondeductible amortizable intangible assets.

Our consolidated financial statements for the three-month period ended March 31, 2014 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, 2013 (in millions, except per share data):


	Three-month period ended March 31,
	2014		2013
Total revenues	$	916.8	$	677.8
Net earnings		49.5		40.9
Basic net earnings per share		0.37		0.32
Diluted net earnings per share		0.36		0.32

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, 2013, nor are they necessarily indicative of future operating results. Annualized revenues of the businesses acquired during the three-month period ended March 31, 2014 totaled approximately $17.8 million. For the three-month period ended March 31, 2014, total revenues and net earnings recorded in our unaudited consolidated statement of earnings related to our acquisitions made during the three-month period ended March 31, 2014 in the aggregate, were $2.2 million and $0.4 million, respectively.

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4. Intangible Assets

The carrying amount of goodwill at March 31, 2014 and December 31, 2013 allocated by domestic and foreign operations is as follows (in millions):


	Brokerage		Risk Management		Corporate		Total
At March 31, 2014
United States	$	1,485.1	$	20.2	$	—	$	1,505.3
United Kingdom		569.8		2.1		—		571.9
Other foreign, principally Australia and Canada		64.8		—		—		64.8

Total goodwill - net	$	2,119.7	$	22.3	$	—	$	2,142.0

At December 31, 2013
United States	$	1,449.6	$	20.2	$	—	$	1,469.8
United Kingdom		595.1		2.1		—		597.2
Other foreign, principally Australia and Canada		78.2		—		—		78.2

Total goodwill - net	$	2,122.9	$	22.3	$	—	$	2,145.2

The changes in the carrying amount of goodwill for the three-month period ended March 31, 2014 are as follows (in millions):


				Risk
	Brokerage			Management		Corporate		Total
Balance as of December 31, 2013	$	2,122.9		$	22.3	$	—	$	2,145.2
Goodwill acquired during the period		20.2			—		—		20.2
Goodwill adjustments due to appraisals and other acquisition adjustments		(28.9	)		—		—		(28.9	)
Goodwill written-off related to sales of business		(0.6	)		—		—		(0.6	)
Foreign currency translation adjustments during the period		6.1			—		—		6.1

Balance as of March 31, 2014	$	2,119.7		$	22.3	$	—	$	2,142.0

Major classes of amortizable intangible assets at March 31, 2014 and December 31, 2013 consist of the following (in millions):


	March 31,			December 31,
	2014			2013
Expiration lists	$	1,620.3		$	1,563.5
Accumulated amortization - expiration lists		(548.3	)		(511.3	)

		1,072.0			1,052.2

Non-compete agreements		33.1			37.3
Accumulated amortization - non-compete agreements		(26.3	)		(25.9	)

		6.8			11.4

Trade names		22.4			22.1
Accumulated amortization - trade names		(7.4	)		(6.9	)

		15.0			15.2

Net amortizable assets	$	1,093.8		$	1,078.8

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Estimated aggregate amortization expense for each of the next five years is as follows:


2014 (remaining nine months)	$	111.3
2015		143.7
2016		138.2
2017		130.1
2018		118.8

Total	$	642.1

5. Credit and Other Debt Agreements

Note Purchase Agreement - We are a party to an amended and restated note purchase agreement dated December 19, 2007, with certain accredited institutional investors, pursuant to which we issued and sold $100.0 million in aggregate principal amount of our 6.26% Senior Notes, Series A, due August 3, 2014 and $300.0 million in aggregate principal amount of our 6.44% Senior Notes, Series B, due August 3, 2017, in a private placement. These notes require semi-annual payments of interest that are due in February and August of each year.

We are a party to a note purchase agreement dated November 30, 2009, with certain accredited institutional investors, pursuant to which we issued and sold $150.0 million in aggregate principal amount of our 5.85% Senior Notes, Series C, due in three equal installments on November 30, 2016, November 30, 2018 and November 30, 2019, in a private placement. These notes require semi-annual payments of interest that are due in May and November of each year.

We are a party to a note purchase agreement dated February 10, 2011, with certain accredited institutional investors, pursuant to which we issued and sold $75.0 million in aggregate principal amount of our 5.18% Senior Notes, Series D, due February 10, 2021 and $50.0 million in aggregate principal amount of our 5.49% Senior Notes, Series E, due February 10, 2023, in a private placement. These notes require semi-annual payments of interest that are due in February and August of each year.

We are a party to a note purchase agreement dated July 10, 2012, with certain accredited institutional investors, pursuant to which we issued and sold $50.0 million in aggregate principal amount of our 3.99% Senior Notes, Series F, due July 10, 2020, in a private placement. These notes require semi-annual payments of interest that are due in January and July of each year.

We are a party to a note purchase agreement dated June 14, 2013, with certain accredited institutional investors, pursuant to which we issued and sold $200.0 million in aggregate principal amount of our 3.69% Senior Notes, Series G, due June 14, 2022, in a private placement. These notes require semi-annual payments of interest that are due in June and December of each year.

We are a party to a note purchase agreement dated December 20, 2013, with certain accredited institutional investors, pursuant to which we issued and sold $325.0 million in aggregate principal amount of our 4.58% Senior Notes, Series H, due February 27, 2024, $175.0 million in aggregate principal amount of our 4.73% Senior Notes, Series I, due February 27, 2026 and $100.0 million in aggregate principal amount of our 4.98% Senior Notes, Series J, due February 27, 2029. These notes require semi-annual payments of interest that are due in February and August of each year. The funding of this note purchase agreement occurred on February 27, 2014. We incurred approximately $1.4 million of debt acquisition costs that was capitalized and will be amortized on a pro rata basis over the life of the debt.

Under the terms of the note purchase agreements, we may redeem the notes at any time, in whole or in part, at 100% of the principal amount of such notes being redeemed, together with accrued and unpaid interest and a “make-whole amount.” The “make-whole amount” is derived from a net present value computation of the remaining scheduled payments of principal and interest using a discount rate based on U.S. Treasury yields plus 0.5% and is designed to compensate the purchasers of the notes for their investment risk in the event prevailing interest rates at the time of prepayment are less favorable than the interest rates under the notes. We do not currently intend to prepay any of the notes.

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The note purchase agreements contain customary provisions for transactions of this type, including representations and warranties regarding us and our subsidiaries and various financial covenants, including covenants that require us to maintain specified financial ratios. We were in compliance with these covenants as of March 31, 2014. The note purchase agreements also provide customary events of default, generally with corresponding grace periods, including, without limitation, payment defaults with respect to the notes, covenant defaults, cross-defaults to other agreements evidencing our or our subsidiaries’ indebtedness, certain judgments against us or our subsidiaries and events of bankruptcy involving us or our material subsidiaries.

The notes issued under the note purchase agreements are senior unsecured obligations of ours and rank equal in right of payment with our Credit Agreement discussed below.

Credit Agreement - On September 19, 2013, we entered into a $600.0 million unsecured multicurrency credit agreement (which we refer to as the Credit Agreement), which expires on September 19, 2018, with a group of fifteen financial institutions. The Credit Agreement provides for a revolving credit commitment of up to $600.0 million, of which up to $75.0 million may be used for issuances of standby or commercial letters of credit and up to $50.0 million may be used for the making of swing loans, as defined in the Credit Agreement. We may from time to time request, subject to certain conditions, an increase in the revolving credit commitment up to a maximum aggregate revolving credit commitment of $850.0 million.

The Credit Agreement provides that we may elect that each borrowing in U.S. dollars be either base rate loans or Eurocurrency loans, as defined in the Credit Agreement. All loans denominated in currencies other than U.S. dollars will be Eurocurrency loans. Interest rates on base rate loans and outstanding drawings on letters of credit in U.S. dollars under the Credit Agreement are based on the base rate, as defined in the Credit Agreement. Interest rates on Eurocurrency loans or outstanding drawings on letters of credit in currencies other than U.S. dollars are based on an adjusted London Interbank Offered Rate (which we refer to as LIBOR), as defined in the Credit Agreement, plus a margin of 0.85%, 0.95%, 1.05%, 1.25% or 1.45%, depending on the financial leverage ratio we maintain. Interest rates on swing loans are based, at our election, on either the base rate, as defined in the Credit Agreement, or such alternate rate as may be quoted by the lead lender. The annual facility fee related to the Credit Agreement is 0.15%, 0.175%, 0.20%, 0.25% or 0.30% of the used and unused portions of the revolving credit commitment, depending on the financial leverage ratio we maintain. In connection with entering into the Credit Agreement, we incurred approximately $2.1 million of debt acquisition costs that were capitalized and will be amortized on a pro rata basis over the term of the Credit Agreement.

The terms of our Credit Agreement include various financial covenants, including covenants that require us to maintain specified financial ratios. We were in compliance with these covenants as of March 31, 2014. The Credit Agreement also includes customary events of default, with corresponding grace periods, including, without limitation, payment defaults, cross-defaults to other agreements evidencing indebtedness and bankruptcy-related defaults.

At March 31, 2014, $21.1 million of letters of credit (for which we had $9.0 million of liabilities recorded at March 31, 2014) were outstanding under the Credit Agreement. There were $367.4 million of borrowings outstanding under the Credit Agreement at March 31, 2014. Accordingly, as of March 31, 2014, $211.5 million remained available for potential borrowings under the Credit Agreement, of which $53.9 million may be in the form of additional letters of credit.

See Note 12 to these unaudited consolidated financial statements for additional discussion on our contractual obligations and commitments as of March 31, 2014.

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


	March 31,		December 31,
	2014		2013
Note Purchase Agreements:
Semi-annual payments of interest, fixed rate of 6.26%, balloon due 2014	$	100.0	$	100.0
Semi-annual payments of interest, fixed rate of 6.44%, balloon due 2017		300.0		300.0
Semi-annual payments of interest, fixed rate of 5.85%, $50 million due in 2016, 2018 and 2019		150.0		150.0
Semi-annual payments of interest, fixed rate of 5.18%, balloon due 2021		75.0		75.0
Semi-annual payments of interest, fixed rate of 5.49%, balloon due 2023		50.0		50.0
Semi-annual payments of interest, fixed rate of 3.99%, balloon due 2020		50.0		50.0
Semi-annual payments of interest, fixed rate of 3.69%, balloon due 2022		200.0		200.0
Semi-annual payments of interest, fixed rate of 4.58%, balloon due 2024		325.0		—
Semi-annual payments of interest, fixed rate of 4.73%, balloon due 2026		175.0		—
Semi-annual payments of interest, fixed rate of 4.98%, balloon due 2029		100.0		—

Total Note Purchase Agreements		1,525.0		925.0
Credit Agreement:
Periodic payments of interest and principal, prime or LIBOR plus up to 1.45%, expires September 19, 2018		367.4		530.5

	$	1,892.4	$	1,455.5

The fair value of the $1,525.0 million in debt under the note purchase agreements at March 31, 2014 was $1,605.1 million due to the long-term duration and fixed interest rates associated with these debt obligations. No active or observable market exists for our private placement long-term debt. Therefore, the estimated fair value of this debt is based on discounted future cash flows, which is a Level 3 fair value measurement, using current interest rates available for debt with similar terms and remaining maturities. To estimate an all-in interest rate for discounting, we obtain market quotes for notes with the same terms as ours, which we have deemed to be the closest approximation of current market rates. We have not adjusted this rate for risk profile changes, covenant issues or credit ratings changes. The estimated fair value of the $367.4 million of borrowings outstanding under our Credit Agreement approximates their carrying value due to their short-term duration and variable interest rates.

6. 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 March 31,
	2014		2013
Net earnings	$	49.3	$	40.5

Weighted average number of common shares outstanding		134.2		126.1
Dilutive effect of stock options using the treasury stock method		1.6		1.4

Weighted average number of common and common equivalent shares outstanding		135.8		127.5

Basic net earnings per share	$	0.37	$	0.32

Diluted net earnings per share	$	0.36	$	0.32

Options to purchase 0.4 million and 1.7 million shares of common stock were outstanding at March 31, 2014 and 2013, respectively, but were not included in the computation of the dilutive effect of stock options for the three-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.

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7. Stock Option Plans

Long-Term Incentive Plan

On May 10, 2011, our stockholders approved the Arthur J. Gallagher 2011 Long-Term Incentive Plan (which we refer to as the LTIP), which replaced our previous stockholder-approved Arthur J. Gallagher & Co. 2009 Long-Term Incentive Plan (which we refer to as the 2009 LTIP). The LTIP term began May 10, 2011 and terminates on the date of the annual meeting of stockholders that occurs during 2018, 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. A stock appreciation right entitles the holder to receive, upon exercise and subject to withholding taxes, cash or shares of our common stock (which may be restricted stock) with a value equal to the difference between the fair market value of our common stock on the exercise date and the base price of the stock appreciation right. 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 is 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 either the LTIP or the 2009 LTIP 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. Shares that are subject to a stock appreciation right and were not issued upon the net settlement or net exercise of such stock appreciation right, shares that are used to pay the exercise price of an option, delivered to or withheld by us to pay withholding taxes, and shares that are purchased on the open market with the proceeds of an option exercise, may not again be made available for issuance.

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 0.2 million at March 31, 2014. 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 fiscal year to any person is 200,000; (ii) the maximum number of shares with respect to which performance-based restricted stock or restricted stock units that may be granted during any fiscal year to any person is 100,000; and (iii) the maximum amount that may be payable with respect to performance units granted during any fiscal year to any person is $3.0 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 12, 2014, the compensation committee granted 1,923,000 options 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 2017, 2018 and 2019, respectively. On March 13, 2013, the compensation committee granted 1,665,000 options 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 2016, 2017 and 2018, respectively. The 2014 and 2013 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 2014 and 2013 are no longer subject to forfeiture upon such officers’ departure from the company after two years from the date of grant.

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Other Information

All of our stock option plans provide for the immediate vesting of all outstanding stock option grants in the event of a change in control of our company, as defined in the applicable plan documents.

During the three-month periods ended March 31, 2014 and 2013, we recognized $1.3 million and $0.9 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:


	2014			2013
Expected dividend yield		3.0	%		3.5	%
Expected risk-free interest rate		1.8	%		1.2	%
Volatility		28.9	%		29.6	%
Expected life (in years)		5.5			6.0

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 three-month periods ended March 31, 2014 and 2013, as determined on the grant date using the Black-Scholes option pricing model, was $9.66 and $7.51, respectively.

The following is a summary of our stock option activity and related information for 2014 (in millions, except exercise price and year data):


	Three-month period ended March 31, 2014
						Weighted
						Average
				Weighted		Remaining
	Shares			Average		Contractual		Aggregate
	Under			Exercise		Term		Intrinsic
	Option			Price		(in years)		Value
Beginning balance		8.3		$	31.35
Granted		1.9			46.87
Exercised		(0.5	)		29.29
Forfeited or canceled		—			—

Ending balance		9.7		$	34.57		4.23	$	125.6

Exercisable at end of period		3.9		$	27.46		2.10	$	78.0

Ending vested and expected to vest		9.5		$	34.42		4.19	$	124.6

Options with respect to 5.6 million shares (less any shares of restricted stock issued under the LTIP - see Note 9 to these unaudited consolidated financial statements) were available for grant under the LTIP at March 31, 2014.

The total intrinsic value of options exercised during the three-month periods ended March 31, 2014 and 2013 was $9.3 million and $10.4 million, respectively. As of March 31, 2014, we had approximately $37.2 million of total unrecognized compensation expense related to nonvested options. We expect to recognize that expense over a weighted average period of approximately four years.

- 17 -

Other information regarding stock options outstanding and exercisable at March 31, 2014 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
$ 10.58 - $ 27.25		2.7		2.30	$	25.84		2.2	$	25.83
27.35 - 30.95		2.0		2.30		29.79		1.6		29.58
31.24 - 35.95		1.4		4.85		35.62		0.1		32.34
39.17 - 39.17		1.7		5.95		39.17		—		—
46.87 - 46.87		1.9		6.95		46.87		—		—

$ 10.58 - $ 46.87		9.7		4.23	$	34.57		3.9	$	27.46

8. Deferred Compensation

We have a Deferred Equity Participation Plan (which we refer to as the Age 62 Plan), 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 Age 62 Plan, we typically contribute cash in an amount approved by compensation committee to the rabbi trust on behalf of the executives participating in the Age 62 Plan, 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 Age 62 Plan 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. All contributions to the plan 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.

Our common stock that is issued to or purchased by the rabbi trust as a contribution under the Age 62 Plan 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 or purchased, 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 2014 and 2013, the compensation committee approved $9.2 million and $8.0 million, respectively, of awards in the aggregate to certain key executives under the Age 62 Plan that were contributed to the rabbi trust in first quarter 2014 and second quarter 2013, 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 2014 and 2013 awards. During the three-month periods ended March 31, 2014 and 2013, we charged $1.4 million and $1.5 million, respectively, to compensation expense related to these awards.

At March 31, 2014 and December 31, 2013, we recorded $36.2 million (related to 2.3 million shares) and $26.3 million (related to 2.1 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 March 31, 2014 and December 31, 2013 was $107.1 million and $96.4 million, respectively. During the three-month period ended March 31, 2013, cash and equity awards with an aggregate fair value of $0.7 million were vested and distributed to executives under the Age 62 Plan. There were no distributions from the Age 62 Plan during the three-month period ended March 31, 2014.

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 distributions no sooner than five years from the date of awards, with full vesting after thirteen months 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 2014 and 2013, the compensation committee approved

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$2.9 million and $2.7 million, respectively, of awards in the aggregate to certain key executives under the DCPP that were contributed to the rabbi trust in first quarter 2014 and second quarter 2013, respectively. During the three-month periods ended March 31, 2014 and 2013, we charged $0.8 million and $0.2 million, respectively, to compensation expense related to these awards.

9. Restricted Stock, Performance Share and Cash Awards

Restricted Stock Awards

As discussed in Note 7 to these unaudited consolidated financial statements, on May 10, 2011, our stockholders approved the LTIP, which replaced our previous stockholder-approved 2009 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. The compensation committee may grant unrestricted shares of common stock or units representing the right to receive shares of common stock to employees who have attained age 62.

The agreements awarding restricted stock units 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 1.2 million. At March 31, 2014, 0.2 million shares were available for grant under the LTIP for such awards.

In the first quarter of each of 2014 and 2013, we granted 323,600 and 345,000 restricted stock units, respectively, to employees under the LTIP, with an aggregate fair value of $15.2 million and $13.5 million, respectively, at the date of grant. These 2014 and 2013 awards of restricted stock units vest as follows: 323,600 units granted in first quarter 2014 and 345,000 units granted in first quarter 2013, vest in full based on continued employment through March 12, 2018 and March 13, 2017, respectively. For certain of our executive officers age 55 or older, restricted stock units awarded in 2014 and 2013 are no longer 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 March 31, 2014 and 2013, we charged $2.6 million and $1.9 million, respectively, to compensation expense related to restricted stock unit awards granted in 2006 through 2014. The total intrinsic value of unvested restricted stock units at March 31, 2014 and 2013 was $59.8 million and $45.5 million, respectively. During the three-month periods ended March 31, 2014 and 2013, equity awards (including accrued dividends) with an aggregate fair value of $8.7 million and $7.7 million were vested and distributed to employees under this plan.

Performance Share Awards

On March 12, 2014, pursuant to the LTIP, the compensation committee approved provisional performance unit awards totaling 48,800 in the aggregate, with an aggregate fair value of $2.3 million, for future grants to our officers, each of which was equivalent to the value of one share of our common stock on the date the provisional award was approved. These awards are subject to 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 will be granted a percentage of the provisional performance unit award that equates to the EBITAC growth achieved (as specified in the applicable grant agreement). 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 2014 provisional award will fully vest based on continuous employment through January 1, 2017, and will be settled in shares of our common stock on a one-for-one basis as soon as practicable in 2017. For certain of our executive officers age 55 or older, awards granted in 2014 are no longer subject to forfeiture upon such officers’ departure from the company after two years from the date of grant. If an eligible employee leaves us prior to the vesting date, the entire award will be forfeited.

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Cash Awards

On March 12, 2014, pursuant to our Performance Unit Program (which we refer to as the Program), the compensation committee approved provisional cash awards of $10.8 million in the aggregate for future grants 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 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 2014 provisional award will fully vest based on continuous employment through January 1, 2017. For certain of our executive officers age 55 or older, awards granted under the Program in 2014 are no longer subject to forfeiture upon such officers’ departure from the company after two years from the date of the provisional award. The ultimate award value will be equal to the trailing twelve-month stock price on December 31, 2016, 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 2017. 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 three-month period ended March 31, 2014 related to the 2014 provisional award under the Program.

On March 13, 2013, pursuant to the Program, the compensation committee approved provisional cash awards of $10.5 million in the aggregate for future grant to our officers and key employees that are denominated in units (269,000 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. Terms of the 2013 provisional award were similar to the terms for the 2014 provisional award. Based on our performance for 2013, we granted 263,000 units under the Program in first quarter 2014 that will fully vest on January 1, 2016. During the three-month period ended March 31, 2014, we charged $1.5 million to compensation expense related to these awards. We did not recognize any compensation expense during 2013 related to the 2013 awards.

On March 16, 2012, pursuant to the Program, the compensation committee approved provisional cash awards of $13.1 million in the aggregate for future grant to our officers and key employees that are denominated in units (368,000 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. Terms of the 2012 provisional award were similar to the terms for the 2014 provisional award. Based on our performance for 2012, we granted 365,000 units under the Program in first quarter 2013 that will fully vest on January 1, 2015. During the three-month periods ended March 31, 2014 and 2013, we charged $2.7 million and 1.7 million, respectively, to compensation expense related to the 2012 awards.

On March 8, 2011, pursuant to the Program, the compensation committee approved provisional cash awards of $14.4 million in the aggregate for future grant to our officers and key employees that are denominated in units (464,000 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. Terms of the 2011 provisional award were similar to the terms for the 2014 provisional award. Based on our performance for 2011, we granted 432,000 units under the Program in first quarter 2012 that fully vested on January 1, 2014. During the three-month period ended March 31, 2013, we charged $2.0 million to compensation expense related to these awards. We did not recognize any compensation expense during 2014 related to the 2011 awards.

During the three-month period ended March 31, 2014, cash awards related to the 2011 provisional award with an aggregate fair value of $17.6 million (0.4 million units in the aggregate) were vested and distributed to employees under the Program.

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10. Retirement Plans

We have a noncontributory defined benefit pension plan that, prior to July 1, 2005, covered substantially all of our domestic employees who had attained a specified age and one year of employment. Benefits under the plan were based on years of service and salary history. In 2005, we amended our defined benefit pension plan to freeze the accrual of future benefits for all U.S. employees, effective on July 1, 2005. In the table below, the service cost component represents plan administration costs that are incurred directly by the plan.

The components of the net periodic pension benefit cost for the plan consists of the following (in millions):


	Three-month period ended March 31,
	2014			2013
Service cost	$	0.1		$	0.1
Interest cost on benefit obligation		3.2			2.9
Expected return on plan assets		(4.7	)		(4.3	)
Amortization of net actuarial loss		0.6			2.0

Net periodic benefit (earnings) cost	$	(0.8	)	$	0.7

We are not required under the IRC to make any minimum contributions to the plan for the 2014 plan year or and the 2013 plan year. This level of required funding is based on the plan being frozen and the aggregate amount of our historical funding. During the three-month period ended March 31 2013, we made discretionary contributions of $2.1 million to the plan. We did not make any discretionary contributions to the plan during the three-month period ended March 31, 2014.

11. Investments

The following is a summary of our investments and the related funding commitments (in millions):


	March 31, 2014				December 31,
			Funding		2013
	Assets		Commitments		Assets
Chem-Mod LLC	$	4.0	$	—	$	4.0
Chem-Mod International LLC		2.0		—		2.0
C-Quest Technologies LLC and C-Quest Technologies International LLC		—		—		2.0
Clean-coal investments
Controlling interest in five limited liability companies that own fourteen 2009 Era Clean Coal Plants		24.4		1.6		18.3
Non-controlling interest in one limited liability company that owns one 2011 Era Clean Coal Plant		1.1		—		1.1
Controlling interest in twelve limited liability companies that own fifteen 2011 Era Clean Coal Plants		65.5		0.1		57.0
Controlling interest in a limited liability company that owns four 2011 Era Clean Coal Plants		2.2		—		2.3
Other investments		3.1		2.9		3.7

Total investments	$	102.3	$	4.6	$	90.4

Chem-Mod LLC - At March 31, 2014, we held a 46.54% controlling interest in Chem-Mod. Chem-Mod possesses the exclusive marketing rights, in the U.S. and Canada, for technologies used to reduce emissions created during the combustion of coal. The refined coal production plants discussed below, as well as those owned by other unrelated parties, license and use Chem-Mod’s proprietary technologies, The Chem-Mod™ Solution, in the production of refined coal. The Chem-Mod™ Solution uses a dual injection sorbent system to reduce mercury, sulfur dioxide and other emissions at coal-fired power plants.

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We believe that the application of The Chem-Mod™ Solution qualifies for refined coal tax credits under IRC Section 45 when used with refined coal production plants placed in service by December 31, 2011 or 2009. Chem-Mod has been marketing its technologies principally to coal-fired power plants owned by utility companies, including those utilities that are operating with the IRC Section 45 refined coal production plants in which we hold an investment.

Chem-Mod is determined to be a variable interest entity (which we refer to as a VIE). We are the controlling manager of Chem-Mod and therefore consolidate its operations into our consolidated financial statements. At March 31, 2014, total assets and total liabilities of this VIE included in our consolidated balance sheet were $9.5 million and $0.7 million, respectively. For the three-month period ended March 31, 2014, total revenues and expenses were $16.8 million and $9.2 million (including non-controlling interest of $8.8 million), respectively. We are under no obligation to fund Chem-Mod’s operations in the future.

Chem-Mod International LLC - At March 31, 2014, we held a 31.52% non-controlling ownership interest in Chem-Mod International. Chem-Mod International has the rights to market The Chem-Mod™ Solution in countries other than the U.S. and Canada. Such marketing activity has been limited to date.

C-Quest Technologies LLC and C-Quest Technologies International LLC - At March 31, 2014, we held a non-controlling 12% interest in C-Quest’s global entities, which is an increase of 4% resulting from the transaction described below. C-Quest possesses rights, information and technology for the reduction of carbon dioxide emissions created by burning fossil fuels. Thus far, C-Quest’s operations have been limited to laboratory testing. C-Quest is determined to be a VIE, but due to our lack of control over the operation of C-Quest, we do not consolidate this investment into our consolidated financial statements. Prior to August 1, 2013, we had options to acquire an additional 19% interest in C-Quest’s global entities for $9.5 million at any time on or prior to August 1, 2016. On August 1, 2013, we loaned the majority owner $2.0 million at a 2% interest rate, which was to mature on May 15, 2014. Also on August 1, 2013, the option to acquire the 19% interests was extended to August 15, 2016. The loan was to be repaid in cash or by delivery of an additional 4% ownership interest in C-Quest’s global entities. On March 31, 2014, we accepted payment of the loan by delivery of the additional 4% ownership interest, therefore our option is reduced to 15% and the remaining purchase price is reduced to $7.5 million.

Clean Coal Investments -

•

We have investments in limited liability companies that own 34 refined coal production plants which produce refined coal using propriety technologies owned by Chem-Mod. We believe the production and sale of refined coal at these plants is qualified to receive refined coal tax credits under IRC Section 45. The fourteen plants placed in service prior to December 31, 2009 (which we refer to as the 2009 Era Plants) can receive tax credits through 2019 and the twenty plants placed in service prior to December 31, 2011 (which we refer to as the 2011 Era Plants) can receive tax credits through 2021.

•

On March 1, 2013, we purchased an additional ownership interest in twelve of the 2009 Era Plants from a co-investor. For nine of the plants, our ownership increased from 24.5% to 49.5%. For the other three of the plants, our ownership increased from 25.0% to 60.0%. Our investment in these plants had been accounted for under the equity method of accounting. As of March 1, 2013, we consolidated the operations of the limited liability company that owns these three plants. Total revenues and expenses recorded in our unaudited consolidated statement of earnings for the three-month period ended March 31, 2014 related to this acquisition, were $38.6 million and $40.5 million, respectively.

•

Our purchase price for the additional ownership interests in these twelve plants was the assumption of the promissory note that we received as consideration for the co-investor’s purchase of ownership interests in three of the 2009 Era Plants on March 1, 2010, which had a carrying value, including accrued interest, of $8.0 million at March 1, 2013, plus the payment of cash and other consideration of $5.0 million. We recognized a gain of $9.6 million as a component of other net revenues in the accompanying unaudited consolidated statement of earnings, which included the increase in fair value of our prior 25% equity interest in the limited liability company upon the acquisition of the additional 35% equity interest, and recorded $26.3 million of fixed and other amortizable intangible assets and $5.0 million of other assets in connection with this transaction. The carrying value of our prior non-controlling interest in the limited liability company was $4.8 million as of the acquisition date. The fair value of our prior non-controlling interest in the limited liability company was determined by allocating, on a pro rata basis, the fair value of the limited liability company as adjusted for our lack of control in our prior ownership position. We determined the fair value of the limited liability company using similar valuation techniques to those discussed in Note 3 to these unaudited consolidated financial statements.

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•

On September 1, 2013, we purchased a 99% interest in a limited liability company that has ownership interests in four limited liability companies that own five 2011 Era Plants. The purchase price was $4.0 million in cash plus a $10.0 million note with 3% interest due in installments through December 19, 2021. Total revenues and expenses recorded in our unaudited consolidated statement of earnings for the three-month period ended March 31, 2014 related to this acquisition, were $19.3 million and $21.6 million, respectively.

•

On March 1, 2014, we purchased an additional ownership interest in seven of the 2009 Era Plants and five of the 2011 Era Plants from a co-investor. For all seven of the 2009 Era plants, our ownership increased from 49.5% to 100.0%. For the 2011 Era plants, our ownership increased from 48.8% to 90.0% for one of the plants, from 49.0% to 100.0% for three of the plants and from 98.0% to 100.0% for one of the plants. Our investments in the plants where our ownership was less than 50% had been accounted for under the equity method of accounting. As of March 1, 2014 we consolidated the operations of the limited liability companies that own these plants. Total revenues and expenses recorded in our unaudited consolidated statement of earnings for the three month period ended March 31, 2014 related to this acquisition were $48.7 million and $56.7 million, respectively.

•

We received $0.5 million from our co-investor as part of the acquisition transaction in addition to receiving the additional ownership interests. We recognized a gain of $22.6 million as a component of other net revenues in the accompanying unaudited consolidated statement of earnings, which resulted from a provisional estimate of the increase in fair value of our prior equity interests in the limited liability companies upon the acquisition of the additional equity interests, and recorded $26.3 million of fixed and other amortizable intangible assets, $0.3 million of other assets and other liabilities of $4.5 million in connection with this transaction. The carrying value of our prior non-controlling interest in the limited liability companies was $15.5 million as of the acquisition date. The fair value of our prior non-controlling interest in the limited liability company was determined by allocating, on a pro rata basis, the fair value of the limited liability company as adjusted for our lack of control in our prior ownership position. We determined the fair value of the limited liability company based on provisional estimates of fair value using similar valuation techniques to those discussed in Note 3 to these consolidated financial statements.

•

As of March 31, 2014:

•

Twenty-eight of the plants have long-term production contracts.

•

The remaining six plants are in various stages of seeking and negotiating long-term production contracts.

•

We have a non-controlling interest in one plant, which is owned by a limited liability company (which we refer to as a LLC). We have determined that this LLC is a VIE, for which we are not the primary beneficiary. At March 31, 2014, total assets and total liabilities of this VIE were $9.6 million and $6.4 million, respectively. For the three-month period ended March 31, 2014, total revenues and expenses of this VIE were $12.3 million and $15.0 million, respectively.

•

We may sell ownership interests in some or all of the plants to co-investors and relinquish control of the plants, thereby becoming a non-controlling, minority investor. In any limited liability company where we are a non-controlling, minority investor, the membership agreement for the operations contains provisions that preclude an individual member from being able to make major decisions that would denote control. As of any date we become a non-controlling, minority investor, we deconsolidate the entity and subsequently account for the investment using equity method accounting.

•

For all plants that are not under long-term production contracts, we estimate that we will invest, on average, an additional $5.0 million per plant to connect and house each of them. For those plants that will have majority ownership co-investors, the average additional investment will be $2.5 million. We are currently committed to fund an additional $1.7 million under engineering and construction contracts related to moving, connecting and housing the refined coal plants that we plan to redeploy during 2014. We further estimate that we will invest an additional $30.0 million to $35.0 million to redeploy the remainder of the refined coal plants later in 2014 and into 2015, before any co-investor contributions.

•

We and our co-investors each fund our portion of the on-going operations of the limited liability companies in proportion to our investment ownership percentages. Other than our portion of the on-going operational funding, there are no additional amounts that we are committed to related to funding these investments.

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•

We are aware that some of the coal-fired power plants that purchase the refined coal are considering changing to burning natural gas or shutting down completely for economic reasons. We and our partners are prepared to move the refined coal productions plants to other, generally higher volume, coal-fired power plants. If these potential developments were to occur, we estimate those plants will not operate for 12 to 18 months during their movement and redeployment, which could have a material impact on the amount of tax credits that are generated by these plants.

Other Investments - At March 31, 2014, we owned a non-controlling, minority interest in five venture capital funds totaling $2.6 million, a 20% non-controlling interest in an investment management company totaling $0.5 million, twelve certified low-income housing developments with zero carrying value and two real estate entities with zero carrying value. The low-income housing developments and real estate entities have been determined to be VIEs, but are not required to be consolidated due to our lack of control over their respective operations. At March 31, 2014, total assets and total debt of these VIEs were approximately $60.0 million and $20.0 million, respectively.

12. Commitments, Contingencies and Off-Balance Sheet Arrangements

In connection with our investing and operating activities, we have entered into certain contractual obligations and commitments. See Notes 5 and 11 to these unaudited consolidated financial statements for additional discussion of these obligations and commitments. Our future minimum cash payments, including interest, associated with our contractual obligations pursuant to the note purchase agreements and Credit Agreement, operating leases and purchase commitments at March 31, 2014 were as follows (in millions):


	Payments Due by Period
Contractual Obligations	2014			2015			2016			2017			2018		Thereafter		Total
Note purchase agreements	$	100.0		$	—		$	50.0		$	300.0		$	50.0	$	1,025.0	$	1,525.0
Credit Agreement		367.4			—			—			—			—		—		367.4
Interest on debt		47.3			72.3			72.3			69.4			50.1		251.2		562.6

Total debt obligations		514.7			72.3			122.3			369.4			100.1		1,276.2		2,455.0
Operating lease obligations		57.8			69.5			56.8			45.2			31.2		91.5		352.0
Less sublease arrangements		(1.9	)		(0.9	)		(0.2	)		(0.1	)		—		—		(3.1	)
Outstanding purchase obligations		18.1			15.8			9.4			0.9			0.3		—		44.5

Total contractual obligations	$	588.7		$	156.7		$	188.3		$	415.4		$	131.6	$	1,367.7	$	2,848.4

The amounts presented in the table above may not necessarily reflect our actual future cash funding requirements, because the actual timing of the future payments made may vary from the stated contractual obligation.

Note Purchase Agreements and Credit Agreement - See Note 5 to these unaudited consolidated financial statements for a discussion of the terms of the note purchase agreements and the Credit Agreement.

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 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 this property expires February 28, 2018.

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 the 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 - As a service company, 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 March 31, 2014. These obligations represent agreements to purchase goods or services that were executed in the normal course of business.

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Off-Balance Sheet Commitments - Our total unrecorded commitments associated with outstanding letters of credit, financial guarantees and funding commitments as of March 31, 2014 were as follows (in millions):


													Total
	Amount of Commitment Expiration by Period												Amounts
Off-Balance Sheet Commitments	2014		2015		2016		2017		2018		Thereafter		Committed
Letters of credit	$	—	$	—	$	—	$	—	$	—	$	21.1	$	21.1
Financial guarantees		—		—		—		—		—		9.1		9.1
Funding commitments		1.7		—		—		—		—		2.9		4.6

Total commitments	$	1.7	$	—	$	—	$	—	$	—	$	33.1	$	34.8

Since commitments may expire unused, the amounts presented in the table above do not necessarily reflect our actual future cash funding requirements. See Note 11 to these unaudited consolidated financial statements for a discussion of our funding commitments related to our corporate segment and 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 288 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 2011 to 2014 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 $460.2 million, of which $156.8 million was recorded in our consolidated balance sheet as of March 31, 2014 based on the estimated fair value of the expected future payments to be made. See Note 3 to these unaudited consolidated financial statements for a discussion of our funding commitments related to two large acquisition agreements we signed in April 2014.

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 March 31, 2014 or December 31, 2013 that was recourse to us.

At March 31, 2014, we had posted two letters of credit totaling $9.8 million, in the aggregate, related to our self-insurance deductibles, for which we had a recorded liability of $9.0 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 March 31, 2014, we had posted six 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. At March 31, 2014, we had posted one letter of credit totaling $5.0 million to support our potential obligation under a client’s insurance program. These letters of credit have never been drawn upon.

Litigation, Regulatory and Taxation Matters - We are the defendant in various legal actions incidental to the nature of our business including 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 and investigations by regulatory and taxing authorities into various matters related to our business. Neither the outcomes of these matters nor their effect upon our business, financial condition or results of operations can be determined at this time.

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 March 31, 2014 unaudited consolidated balance sheet is above the lower end of the most recently determined actuarial range by $1.4 million and below the upper end of the actuarial range by $4.4 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.

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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. In connection with the sales to other investors, we provided various indemnities. At March 31, 2014, the maximum potential amount of future payments that we could be required to make under these indemnification totaled approximately $45.0 million, net of the applicable income tax benefit. In addition, we recorded tax benefits in connection with our ownership in these investments. At March 31, 2014, we had exposure on $130.0 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 or cause us to be subject to liability under our indemnification obligations. Because of the contingent nature of these exposures, no liabilities have been recorded in our March 31, 2014 consolidated balance sheet related to these indemnification obligations.

13. Accumulated Other Comprehensive Earnings (Loss)

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


				Foreign		Fair Value of		Accumulated
	Pension			Currency		Derivative		Comprehensive
	Liability			Translation		Investments		Earnings (Loss)
Balance as of December 31, 2013	$	(25.6	)	$	22.1	$	0.9	$	(2.6	)
Net change in period		0.2			8.8		0.5		9.5

Balance as of March 31, 2014	$	(25.4	)	$	30.9	$	1.4	$	6.9

The foreign currency translation during the three-month period ended March 31, 2014 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, Singapore, New Zealand and the U.K.

During the three-month periods ended March 31, 2014 and 2013, $0.6 million and $2.0 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 three-month periods ended March 31, 2014 and 2013, $0.2 million and $0.2 million, respectively, of expense related to the fair value of derivative investments was reclassified from accumulated other comprehensive earnings (loss) to the statement of earnings. During the three-month periods ended March 31, 2014 and 2013, no amounts related to foreign currency translation were reclassified from accumulated other comprehensive earnings (loss) to the statement of earnings.

14. 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 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. This segment also holds all of our corporate debt.

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 periods ended March 31, 2014 and 2013 is as follows (in millions):


	Three-month period
	ended March 31,
	2014			2013
Brokerage
Total revenues	$	568.6		$	454.4

Earnings before income taxes	$	50.4		$	40.6

Identifiable assets at March 31, 2014 and 2013	$	5,799.1		$	3,953.8

Risk Management
Total revenues	$	160.0		$	153.6

Earnings before income taxes	$	19.0		$	21.5

Identifiable assets at March 31, 2014 and 2013	$	571.4		$	503.9

Corporate
Total revenues	$	186.4		$	66.1

Loss before income taxes	$	(23.1	)	$	(19.8	)

Identifiable assets at March 31, 2014 and 2013	$	905.1		$	767.4

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Review by Independent Registered Public Accounting Firm

The interim consolidated financial statements at March 31, 2014 and for the three-month periods ended March 31, 2014 and 2013 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 March 31, 2014, and the related consolidated statements of earnings and comprehensive earnings for the three-month periods ended March 31, 2014 and 2013, the consolidated statement of cash flows for the three-month periods ended March 31, 2014 and 2013, and the consolidated statement of stockholders’ equity for the three-month period ended March 31, 2014. 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, 2013, 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 7, 2014. In our opinion, the accompanying consolidated balance sheet of Arthur J. Gallagher & Co. as of December 31, 2013, 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

April 24, 2014

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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 three-month period ended March 31, 2014. 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, 2013.

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; the outcome of contingencies; dividend policy; pension obligations; cash flow and liquidity; capital structure and financial losses; future actions by regulators; 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 closing the Wesfarmers insurance brokerage acquisition and integrating such business. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors.

Many factors could affect our actual results, and variances from our current expectations regarding such factors could cause actual results to differ materially from those expressed in our forward-looking statements. Potential factors that could impact results include:

•

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

•

An economic downturn, including one caused by the U.S. government shutdown and potential default, as well as uncertainty regarding the European debt crisis and market perceptions concerning the instability of the Euro;

•

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, 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 growing international operations, including the risks posed by political and economic uncertainty in certain countries, 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;

•

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

•

Sustained increases in the cost of employee benefits;

•

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;

- 29 -

•

Our inability to recover successfully should we experience a disaster, material cybersecurity attack or other significant disruption to business continuity;

•

Our failure to comply with regulatory requirements, including those related to international sanctions, or a change in regulations or enforcement policies that adversely affects our operations;

•

Violations or alleged violations of the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010 (U.K. Bribery Act) or other anti-corruption laws;

•

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 (2010 Health Care Reform Legislation);

•

Unfavorable determinations related to contingencies and legal proceedings;

•

Damage to our reputation if clients are not satisfied with our services;

•

Improper disclosure of personal data;

•

Significant changes in foreign exchange rates;

•

Changes in our accounting estimates and assumptions;

•

Risks related to our clean energy investments, including the risk of 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;

•

Risks related to losses on other investments held by our corporate segment;

•

Restrictions and limitations in the agreements and instruments governing our debt;

•

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

•

Volatility of the price of our common stock;

•

Failure to successfully integrate the Wesfarmers insurance brokerage business and operations or fully realize synergies from such acquisition in the expected time frame; and

•

Share sale agreement for the Wesfarmers acquisition may be terminated in accordance with its terms and such acquisition may not be completed.

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.

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, or the SEC, including this report, our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and any 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) 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

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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 related to organic revenues and EBITDAC, 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. 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 presentation - We believe that the adjusted presentations of the current and prior year information presented on the following pages provides stockholders and other interested persons with useful information regarding certain of our financial metrics that will 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 gains realized from sales of books of business, acquisition integration costs, New Zealand earthquake claims administration, South Australia and claim portfolio transfer ramp up fees/costs, workforce related charges, lease termination related charges, acquisition related adjustments and the impact of foreign currency translation, as applicable. Integration costs include costs related to transactions 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.

•

Adjusted ratios - Adjusted compensation expense ratio and operating expense ratio are defined as adjusted compensation expense and adjusted operating expense, respectively, each divided by adjusted revenues.

Earnings Measures - We believe that the presentation of EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin and diluted net earnings per share (as adjusted) for the brokerage and risk management segments, each as defined below, provides a meaningful representation of our operating performance. We consider EBITDAC and EBITDAC margin as a way to measure financial performance on an ongoing basis. Adjusted EBITDAC, adjusted EBITDAC margin and diluted net earnings per share (as adjusted) 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 - We define this measure as net earnings before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables.

•

EBITDAC margin - We define this measure as EBITDAC divided by total revenues.

•

Adjusted EBITDAC - We define this measure as EBITDAC adjusted to exclude gains realized from sales of books of business, acquisition integration costs, workforce related charges, lease termination related charges, New Zealand earthquake claims administration, South Australia and claim portfolio transfer ramp up fees/costs, acquisition related adjustments, and the period-over-period impact of foreign currency translation, as applicable.

•

Adjusted EBITDAC margin - We define this measure as adjusted EBITDAC divided by total adjusted revenues (defined above).

•

Diluted net earnings per share (as adjusted) - 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, New Zealand earthquake claims administration, South Australia and claim portfolio transfer ramp up fees/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.

Organic Revenues - 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 accounted for as purchases 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 organic growth excludes the impact of supplemental and contingent commission revenues and the period-over-period impact of foreign currency translation. The amounts excluded with respect to foreign currency translation are calculated by applying current year foreign exchange rates to the same prior year periods. For the risk

- 31 -

management segment, organic change in fee revenues excludes the first twelve months of fee revenues generated from acquisitions accounted for as purchases and the fee revenues related to operations disposed of in each year presented. In addition, change in organic growth excludes the impact of South Australia ramp up fees, New Zealand earthquake claims administration and 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 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 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.

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 country 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 generated, because that is the segment which produced 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 35.0% to 37.0% in both our brokerage and risk management segments 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 First Quarter 2014 Highlights

We are engaged in providing insurance brokerage and third-party property/casualty claims settlement and administration services to entities in the U.S. and abroad. Throughout 2013 and into 2014, we have expanded and expect to continue to expand our international operations through both acquisitions and organic growth. We generate approximately 75% of our revenues for the combined brokerage and risk management segments domestically, with the remaining 25% derived internationally, primarily in Australia, Bermuda, Canada, the Caribbean, Singapore, New Zealand and the U.K. (based on first quarter 2014 revenues). We expect that our international revenue will continue to grow as a percentage of our total revenues in 2014 compared to 2013, given the number and size of the non-U.S. acquisitions that we made in the latter part of 2013 and in 2014 (as well as the anticipated Wesfarmers transaction described below). We have three reportable segments: brokerage, risk management and corporate, which contributed approximately 62%, 17% and 21%, respectively, to revenues during the three-month period ended March 31, 2014. 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 our investment portfolio, which includes invested cash and fiduciary funds, as well as clean energy and other investments.

We have generated positive organic growth in each of the last thirteen quarterly periods in both the brokerage and risk management segments. Based on our experience, we believe we are seeing continued evidence of moderate rate increases and our customers are increasingly optimistic about their business prospects. The first quarter 2014 Council of Insurance Agents and Brokers (which we refer to as CIAB) survey had not been published as of the filing date of this report, but we anticipate that the trends evident in the fourth quarter 2013 survey continued into the first quarter 2014. The fourth quarter 2013 CIAB survey indicated that rates were up, on average 2.1% across all sized accounts, which was down from the 3.4% reported for the third quarter 2013 survey. The fourth quarter 2013 survey indicated that the 2013 year ended with a slight slowdown of commercial property/casualty pricing increases, which indicates that the overall firming market appears to have moderated during the second half of 2013 and this trend could continue into 2014. The CIAB represents the leading domestic and international insurance brokers, who write approximately 80% of the commercial property/casualty premiums in the U.S.

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Our operating results improved in first quarter 2014 compared to the same period in 2013 in both our brokerage and risk management segments:

•

In our brokerage segment, total revenues and adjusted total revenues were both up 25% and 24%, respectively, base organic commission and fee revenues were up 3.3%, net earnings were up 33%, adjusted EBITDAC was up 34% and adjusted EBITDAC margins were up 150 basis points.

•

In our risk management segment, total revenues and adjusted total revenues were up 4% and 7%, respectively, organic fees were up 6.0%, net earnings were down 13%, adjusted EBITDAC was up 8% and adjusted EBITDAC margins were up 10 basis points.

•

In our combined brokerage and risk management segments, total revenues and adjusted total revenues were both up 20%, organic commissions and fee revenues were up 4.0%, net earnings were up 16%, adjusted EBITDAC was up 28% and adjusted EBITDAC margins were up by 120 basis points.

•

Our acquisition program and our integration efforts are on track. During the first quarter of 2014, the brokerage segment completed nine acquisitions with annualized revenues totaling $17.8 million.

•

In our corporate segment, earnings from our clean energy investments contributed $20.9 million to net earnings in the first quarter of 2014, which included a non-cash after-tax gain of $14.1 million. On March 1, 2014, we acquired additional ownership interests in seven of the 2009 Era Plants and five of the 2011 Era Plants from a co-investor. All but one of our investments in these plants had been accounted for under the equity method of accounting. For all plants where our ownership is now over 50%, as of March 1, 2014 we consolidated the operations of the limited liability companies that own these plants. The transaction resulted in the non-cash after-tax gain of $14.1 million, which resulted from a provisional estimate of fair value as of the transaction date. We anticipate our clean energy investments to generate between $90.0 million and $100.0 million to net earnings in 2014. We expect to use these additional earnings to continue our mergers and acquisition strategy in our core brokerage and risk management operations.

On April 1, 2014, we signed and closed on an agreement to acquire the Oval Group of Companies (which we refer to as Oval). Under the agreement, we agreed to purchase all of the outstanding equity of Oval for net cash consideration of approximately $331.0 million, which includes approximately $3.5 million held back and placed into escrow for three years as partial security for warranty obligations under the agreement and approximately $8.3 million held back and placed into escrow for approximately three months as partial security for adjustments to the balance sheet. Oval is a commercial insurance broker operating out of 24 offices throughout the U.K., with over 1,000 employees. Oval is expected to annually generate over $135.0 million in revenues.

On April 6, 2014, we signed an agreement to acquire the Wesfarmers Insurance Brokerage operations (which we refer to as the Wesfarmers transaction). The Wesfarmers transaction, which includes the OAMPS businesses in Australia and the U.K., Crombie Lockwood in New Zealand and the associated premium funding operations, is subject to regulatory approval and is expected to close during the second or third quarter of 2014. Under the agreement, we agreed to purchase all of the outstanding shares of three operating companies for net cash consideration of approximately $933.0 million. The Wesfarmers Insurance Brokerage operations generated $306.0 million in revenue for the year ended June 30, 2013 and have approximately 1,700 employees operating out of more than 50 offices across Australia, New Zealand and the U.K. We expect to finance the Wesfarmers transaction using free cash, borrowing on our line of credit and proceeds from our previously described secondary offering of 21.85 million shares of our common stock. We also entered into a A$400.0 million foreign currency derivative investment contract that we executed on April 16, 2014 in connection with the signing of the agreement to acquire the Wesfarmers Insurance Brokerage operations. The derivative investment contract will expire by June 16, 2014.

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The following provides non-GAAP information that management believes is helpful when comparing revenues, EBITDAC and diluted net earnings per share for the three-month period ended March 31, 2014 with the same period in 2013:


For the Three-Month Periods Ended March 31,																		Diluted Net Earnings
	Revenues								EBITDAC									Per Share
Segment	2014		2013			Chg			2014			2013			Chg			2014			2013			Chg
	(in millions)								(in millions)
Brokerage, as adjusted	$	567.6	$	457.0			24	%	$	110.7		$	82.4			34	%	$	0.29		$	0.22			32	%
Net gains on book sales		1.0		0.4						1.0			0.4						—			—
Acquisition integration		—		—						(6.5	)		(3.0	)					(0.03	)		(0.02	)
Workforce & lease termination		—		—						(2.2	)		—						(0.01	)		—
Acquisition related adjustments		—		—						(1.1	)		—						(0.01	)		(0.01	)
Levelized foreign currency translation		—		(3.0	)					—			0.5						—			—

Brokerage, as reported		568.6		454.4						101.9			80.3						0.24			0.19

Risk Management, as adjusted		160.0		148.9			7	%		26.0			24.1			8	%		0.10			0.10			0	%
Workforce & lease termination		—		—						(0.2	)		—						—			—
South Australia and claim portfolio transfer ramp up		—		1.4						(1.2	)		1.3						(0.01	)		0.01
Levelized foreign currency translation		—		3.3						—			1.1						—			—

Risk Management, as reported		160.0		153.6						24.6			26.5						0.09			0.11

Total Brokerage & Risk Management, as reported		728.6		608.0						126.5			106.8						0.33			0.30
Corporate, as reported		186.4		66.1						(6.0	)		(8.5	)					0.03			0.02

Total Company, as reported	$	915.0	$	674.1					$	120.5		$	98.3					$	0.36		$	0.32

Total Brokerage & Risk Management, as adjusted	$	727.6	$	605.9			20	%	$	136.7		$	106.5			28	%	$	0.39		$	0.32			22	%

Results of Operations

Brokerage

The brokerage segment accounted for 62% of our revenues during the three-month period ended March 31, 2014. 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.

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Financial information relating to our brokerage segment results for the three-month period ended March 31, 2014 as compared to the same period in 2013, is as follows (in millions, except per share, percentages and workforce data):


	Three-month period
	ended March 31,
Statement of Earnings	2014			2013			Change
Commissions	$	411.5		$	326.8		$	84.7
Fees		97.6			86.7			10.9
Supplemental commissions		25.4			17.3			8.1
Contingent commissions		32.2			22.5			9.7
Investment income		0.9			0.7			0.2
Gains realized on books of business sales		1.0			0.4			0.6

Total revenues		568.6			454.4			114.2

Compensation		356.1			287.7			68.4
Operating		110.6			86.4			24.2
Depreciation		9.0			6.3			2.7
Amortization		37.4			29.0			8.4
Change in estimated acquisition earnout payables		5.1			4.4			0.7

Total expenses		518.2			413.8			104.4

Earnings before income taxes		50.4			40.6			9.8
Provision for income taxes		17.8			16.0			1.8

Net earnings	$	32.6		$	24.6		$	8.0

Diluted net earnings per share	$	0.24		$	0.19		$	0.05

Other Information
Change in diluted net earnings per share		26	%		27	%
Growth in revenues		25	%		18	%
Organic change in commissions and fees		3	%		5	%
Compensation expense ratio		63	%		63	%
Operating expense ratio		19	%		19	%
Effective income tax rate		35	%		39	%
Workforce at end of period (includes acquisitions)		11,143			8,966
Identifiable assets at March 31	$	5,799.1		$	3,953.8
EBITDAC
Net earnings	$	32.6		$	24.6		$	8.0
Provision for income taxes		17.8			16.0			1.8
Depreciation		9.0			6.3			2.7
Amortization		37.4			29.0			8.4
Change in estimated acquisition earnout payables		5.1			4.4			0.7

EBITDAC	$	101.9		$	80.3		$	21.6

EBITDAC margin		18	%		18	%
EBITDAC growth		27	%		38	%

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The following provides non-GAAP information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three-month period ended March 31, 2014 to the same period in 2013 (in millions):


	Three-month period
	ended March 31,
	2014			2013
Total EBITDAC - see computation above	$	101.9		$	80.3
Gains from books of business sales		(1.0	)		(0.4	)
Acquisition integration		6.5			3.0
Acquisition related adjustments		1.1			—
Workforce and lease termination related charges		2.2			—
Levelized foreign currency translation		—			(0.5	)

Adjusted EBITDAC	$	110.7		$	82.4

Adjusted EBITDAC change		34.3	%		27.7	%

Adjusted EBITDAC margin - see page 34		19.5	%		18.0	%

Acquisition integration costs include costs related to our November 14, 2013 acquisition of the Giles Group of Companies (which we refer to as Giles), to our August 12, 2013 acquisition of Bollinger, Inc., (which we refer to as Bollinger) and to our May 12, 2011 acquisition of HLG Holdings, Ltd. (which we refer to as Heath Lambert) that are not expected to occur on an ongoing basis in the future once we fully assimilate these acquisitions. These costs relate to redundant workforce, extra lease space, duplicate services and external costs incurred to assimilate the acquired businesses with our IT related systems. The Heath Lambert integration costs in the three-month period ended March 31, 2013 totaled $3.0 million and was primarily related to the consolidation of offices in London. The Bollinger integration costs in the three-month period ended March 31, 2014 totaled $2.3 million and were primarily related to technology costs, the onboarding of over 500 employees and incentive compensation. The Giles integration costs in the three-month period ended March 31, 2014 totaled $4.2 million and were primarily related to technology costs, the onboarding of over 1,100 employees and incentive compensation. The prior period integration costs relate to the Heath Lambert acquisition only. The full integration of the Heath Lambert operations into our existing operations was completed in the third quarter of 2013. Integration costs related to the Bollinger acquisition are expected to range between $2.0 million to $3.0 million per quarter through 2014. Integration costs related to the Giles acquisition are expected to range between $2.5 million to $4.0 million per quarter through 2014.

Commissions and fees - The aggregate increase in commissions and fees for the three-month period ended March 31, 2014 compared to the same period in 2013, was principally due to revenues associated with acquisitions that were made in the twelve-month period ended March 31, 2014 ($82.2 million). Commissions and fees in the three-month period ended March 31, 2014 included new business production and renewal rate increases of $67.5 million, which was partially offset by lost business of $54.1 million. Commissions increased 26% and fees increased 13% in the three-month period ended March 31, 2014 compared to the same period in 2013. Organic growth in commissions and fee revenues for the three-month period ended March 31, 2014 was 3.3% compared to 4.8% for the same period in 2013, principally due to net new business production and premium rate increases.

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Items excluded from organic revenue computations yet impacting revenue comparisons for the three-month periods ended March 31, 2014 and 2013 include the following (in millions):


	2014 Organic Revenue						2013 Organic Revenue
For the Three-Month Periods Ended March 31,	2014			2013			2013			2012
Base Commissions and Fees
Commission revenues as reported	$	411.5		$	326.8		$	326.8		$	272.0
Fee revenues as reported		97.6			86.7			86.7			75.1
Less commission and fee revenues from acquisitions		(82.2	)		—			(51.5	)		—
Less disposed of operations		—			(2.8	)		—			(0.3	)
Levelized foreign currency translation		—			2.4			—			(1.4	)

Organic base commission and fee revenues	$	426.9		$	413.1		$	362.0		$	345.4

Organic change in base commission and fee revenues		3.3	%					4.8	%

Supplemental Commissions
Supplemental commissions as reported	$	25.4		$	17.3		$	17.3		$	17.1
Less supplemental commissions from acquisitions		(7.3	)		—			(1.6	)		—

Organic supplemental commissions	$	18.1		$	17.3		$	15.7		$	17.1

Organic change in supplemental commissions		4.6	%					(8.2	%)

Contingent Commissions
Contingent commissions as reported	$	32.2		$	22.5		$	22.5		$	19.0
Less contingent commissions from acquisitions		(4.9	)		—			(3.5	)		—

Organic contingent commissions	$	27.3		$	22.5		$	19.0		$	19.0

Organic change in contingent commissions		21.3	%					0.0	%

Supplemental and contingent commissions - Reported supplemental and contingent commission revenues recognized in 2014, 2013 and 2012 by quarter are as follows (in millions):


	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter		YTD
2014
Reported supplemental commissions	$	25.4							$	25.4
Reported contingent commissions		32.2								32.2

Reported supplemental and contingent commissions	$	57.6							$	57.6

2013
Reported supplemental commissions	$	17.3	$	18.3	$	17.8	$	23.9	$	77.3
Reported contingent commissions		22.5		14.5		6.5		8.6		52.1

Reported supplemental and contingent commissions	$	39.8	$	32.8	$	24.3	$	32.5	$	129.4

2012
Reported supplemental commissions	$	17.1	$	16.6	$	16.6	$	17.6	$	67.9
Reported contingent commissions		19.0		10.3		7.7		5.9		42.9

Reported supplemental and contingent commissions	$	36.1	$	26.9	$	24.3	$	23.5	$	110.8

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Investment income and gains realized on books of business sales - This primarily represents interest income earned on cash, cash equivalents and restricted funds and one-time gains related to sales of books of business, which were $1.0 million and $0.4 million, respectively, for the three-month periods ended March 31, 2014 and 2013. Investment income in the three-month period ended March 31, 2014 increased slightly compared to the same period in 2013.

Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three-month period ended March 31, 2014 with the same period in 2013 (in millions):


	Three-month period
	ended March 31,
	2014			2013
Reported amounts	$	356.1		$	287.7
Acquisition integration		(3.6	)		(1.3	)
Workforce related charges		(1.7	)		—
Acquisition related adjustments		(1.1	)		—
Levelized foreign currency translation		—			2.6

Adjusted amounts	$	349.7		$	289.0

Adjusted revenues - see page 34	$	567.6		$	457.0

Adjusted ratios		61.6	%		63.2	%

The increase in compensation expense for the three-month period ended March 31, 2014 compared to the same period in 2013 was primarily due to increased headcount, salary increases, one-time compensation payments and increases in incentive compensation linked to our overall operating results ($56.9 million in the aggregate), increases in employee benefits ($6.2 million), stock compensation expense ($1.8 million), severance related costs ($1.7 million), deferred compensation ($1.5 million) and temporary staffing ($0.3 million). The increase in employee headcount primarily relates to employees associated with the acquisitions completed in the twelve-month period ended March 31, 2014.

Operating expenses - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three-month period ended March 31, 2014 with the same period in 2013 (in millions):


	Three-month period
	ended March 31,
	2014			2013
Reported amounts	$	110.6		$	86.4
Acquisition integration		(2.9	)		(1.7	)
Workforce and lease termination related charges		(0.5	)		—
Levelized foreign currency translation		—			0.9

Adjusted amounts	$	107.2		$	85.6

Adjusted revenues - see page 34	$	567.6		$	457.0

Adjusted ratios		18.9	%		18.7	%

The increase in operating expense for the three-month period ended March 31, 2014 compared to the same period in 2013 was primarily due to increases in real estate expenses ($4.1 million), technology expenses ($4.2 million), meeting and client entertainment expense ($2.7 million), business insurance ($2.3 million), employee expense ($1.8 million), outside consulting fees ($1.4 million), other expense ($1.4 million), office supplies ($1.2 million), outside services expense ($0.9 million), bad debt expense ($0.8 million), professional and banking fees ($0.8 million), licenses and fees ($0.8 million) and termination charges ($0.5 million). Also contributing to the increase in operating expenses in the three-month period ended March 31, 2014 were increased expenses associated with the acquisitions completed in the twelve-month period ended March 31, 2014.

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Depreciation - Depreciation expense in the three-month period ended March 31, 2014 increased slightly compared to the same period in 2013 due to expenses associated with acquisitions completed in the twelve-month period ended March 31, 2014.

Amortization - The increase in amortization expense in the three-month period ended March 31, 2014 compared to the same period in 2013 was due primarily to amortization expense of intangible assets associated with acquisitions completed in the twelve-month period ended March 31, 2014. Expiration lists, non-compete agreements and trade names 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 five to ten years for trade names). Based on the results of impairment reviews during the three-month periods ended March 31, 2014 and 2013, we wrote off $0.6 million and $1.8 million, respectively, of amortizable intangible assets related to the brokerage segment.

Change in estimated acquisition earnout payables - The change in expense from the change in estimated acquisition earnout payables in the three-month period ended March 31, 2014 compared to the same period in 2013, was due primarily to adjustments made to the estimated fair value of earnout obligations related to revised projections of future performance. During the three-month periods ended March 31, 2014 and 2013, we recognized $3.3 million and $2.9 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations related to our acquisitions made in the period from 2011 to 2014. In addition, during the three-month periods ended March 31, 2014 and 2013, we recognized $1.8 million and $1.5 million of expense, respectively, related to net adjustments in the estimated fair value of earnout obligations related to revised projections of future performance for twenty-one and seventeen acquisitions, respectively.

The amounts initially recorded as earnout payables for our 2011 to 2014 acquisitions were measured at fair value as of the acquisition date and 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. 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. 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. We estimated future earnout payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. Subsequent changes in the underlying financial projections or assumptions will cause the estimated earnout obligations to change and such adjustments are recorded in our consolidated statement of earnings when incurred. Increases in the earnout payable obligations will result in the recognition of expense and decreases in the earnout payable obligations will result in the recognition of income.

Provision for income taxes - The brokerage segment’s effective income tax rates for the three-month periods ended March 31, 2014 and 2013 were 35.3% and 39.4%, respectively. We anticipate reporting an effective tax rate of approximately 35.0% to 37.0% in our brokerage segment for the foreseeable future.

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Risk Management

The risk management segment accounted for 17% of our revenue during the three-month period ended March 31, 2014. 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. In addition, this segment generates revenues from integrated disability management programs, information services, risk control consulting (loss control) services and appraisal services, either individually or in combination with arising claims. Revenues for risk management services are substantially in the form of fees that are generally negotiated in advance on a per-claim or per-service basis, depending upon the type and estimated volume of the services to be performed.

Financial information relating to our risk management segment results for the three-month period ended March 31, 2014 as compared to the same period in 2013, is as follows (in millions, except per share, percentages and workforce data):


	Three-month period
	ended March 31,
Statement of Earnings	2014			2013			Change
Fees	$	159.6		$	153.0		$	6.6
Investment income		0.4			0.6			(0.2	)

Total revenues		160.0			153.6			6.4

Compensation		99.9			91.6			8.3
Operating		35.5			35.5			—
Depreciation		4.9			4.4			0.5
Amortization		0.7			0.6			0.1

Total expenses		141.0			132.1			8.9

Earnings before income taxes		19.0			21.5			(2.5	)
Provision for income taxes		6.9			7.6			(0.7	)

Net earnings	$	12.1		$	13.9		$	(1.8	)

Diluted net earnings per share	$	0.09		$	0.11		$	(0.02	)

Other information
Change in diluted net earnings per share		(18	%)		10	%
Growth in revenues		4	%		9	%
Organic change in fees		6	%		8	%
Compensation expense ratio		62	%		60	%
Operating expense ratio		22	%		23	%
Effective income tax rate		36	%		35	%
Workforce at end of period (includes acquisitions)		4,861			4,500
Identifiable assets at March 31	$	571.4		$	503.9
EBITDAC
Net earnings	$	12.1		$	13.9		$	(1.8	)
Provision for income taxes		6.9			7.6			(0.7	)
Depreciation		4.9			4.4			0.5
Amortization		0.7			0.6			0.1

EBITDAC	$	24.6		$	26.5		$	(1.9	)

EBITDAC margin		15	%		17	%
EBITDAC growth		(7	%)		12	%

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	Three-month period
	ended March 31,
	2014			2013
Total EBITDAC - see computation above	$	24.6		$	26.5
Workforce and lease termination related charges		0.2			—
South Australia and claim portfolio transfer ramp up costs		1.2			(1.3	)
Levelized foreign currency translation		—			(1.1	)

Adjusted EBITDAC	$	26.0		$	24.1

Adjusted EBITDAC change		7.9	%		7.6	%

Adjusted EBITDAC margin - see page 34		16.3	%		16.2	%

Fees - The increase in fees for the three-month period ended March 31, 2014 compared to the same period in 2013 was due primarily to revenues associated with new business and the impact of increased claim counts (total of $12.3 million), which were partially offset by lost business of $7.9 million. Organic growth in fee revenues for the three-month period ended March 31, 2014 was 6.0% compared to 10.8% for the same period in 2013.

Items excluded from organic fee computations yet impacting revenue comparisons for the three-month periods ended March 31, 2014 and 2013 include the following (in millions):


	2014 Organic Revenue						2013 Organic Revenue
For the Three-Month Periods Ended March 31	2014			2013			2013			2012
Fees	$	155.5		$	147.3		$	147.3		$	136.2
International performance bonus fees		4.1			5.7			5.7			4.3

Fees as reported		159.6			153.0			153.0			140.5
Less fees from acquisitions		(2.2	)		—			(0.8	)		—
Less South Australia ramp up fees		—			(1.4	)		(1.4	)		—
Less New Zealand earthquake claims administration		—			(0.1	)		(0.1	)		(3.8	)
Levelized foreign currency translation		—			(3.0	)		—			(0.7	)

Organic fees	$	157.4		$	148.5		$	150.7		$	136.0

Organic change in fees		6.0	%					10.8	%

Investment income - Investment income primarily represents interest income earned on our cash and cash equivalents. Investment income in the three-month period ended March 31, 2014 remained relatively unchanged compared to the same period in 2013.

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	Three-month period
	ended March 31,
	2014			2013
Reported amounts	$	99.9		$	91.6
South Australia and claim portfolio transfer ramp up costs		(0.8	)		—
Workforce related charges		(0.2	)		—
Levelized foreign currency translation		—			(1.9	)

Adjusted amounts	$	98.9		$	89.7

Adjusted revenues - see page 34	$	160.0		$	148.9

Adjusted ratios		61.8	%		60.2	%

The increase in compensation expense for the three-month period ended March 31, 2014 compared to the same period in 2013 was primarily due to increased headcount, increases in salaries ($7.9 million), South Australia and claim portfolio transfer cost ($0.8 million), employee benefits expense ($0.7 million), temporary-staffing expense ($0.3 million), severance related costs ($0.2 million), stock compensation expense ($0.2 million) and deferred compensation ($0.1 million), offset by a favorable foreign currency translation ($1.9 million).

Operating expenses - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three-month period ended March 31, 2014 with the same period in 2013 (in millions):


	Three-month period
	ended March 31,
	2014			2013
Reported amounts	$	35.5		$	35.5
South Australia and claim portfolio transfer ramp up costs		(0.4	)		(0.1	)
Levelized foreign currency translation		—			(0.3	)

Adjusted amounts	$	35.1		$	35.1

Adjusted revenues - see page 34	$	160.0		$	148.9

Adjusted ratios		21.9	%		23.6	%

The operating expense for the three-month period ended March 31, 2014 was flat compared to the same period in 2013 was primarily due to increases in outside consulting fees ($1.0 million), technology expenses ($0.5 million), South Australia and claim portfolio transfer cost ($0.3 million), office supplies ($0.3 million), other expense ($0.2 million), meeting and client entertainment expense ($0.1 million), licenses and fees ($0.1 million) and bad debt expense ($0.1 million), offset by decreases in professional and banking fees ($0.9 million), real estate expenses ($0.8 million), business insurance ($0.5 million) and employee expense ($0.3 million).

Depreciation - Depreciation expense increased slightly in the three-month period ended March 31, 2014 compared to the same period in 2013 and reflects the impact of purchases of furniture, equipment and leasehold improvements related to office expansions and relocations, and expenditures related to upgrading computer systems.

Amortization - Amortization expense remained the same in the three-month period ended March 31, 2014 compared to the same period in 2013. Historically, the risk management segment has made few acquisitions. We made no acquisitions in this segment during the three-month periods ended March 31, 2014 and 2013.

Provision for income taxes - The risk management segment’s effective income tax rates for the three-month periods ended March 31, 2014 and 2013 were 36.3% and 35.3%, respectively. We anticipate reporting an effective tax rate of approximately 35.0% to 37.0% in our risk management segment for the foreseeable future.

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Corporate

The corporate segment reports the financial information related to our clean energy and other investments, our debt, and certain corporate and acquisition-related activities. For a detailed discussion of the nature of these investments, see our consolidated financial statements included herein for a summary of our investments as of March 31, 2014 (unaudited) (Note 11) and in our most recent Annual Report on Form 10-K as of December 31, 2013 (Note 12). For a detailed discussion of the nature of our debt, see our consolidated financial statements included herein as of March 31, 2014 (unaudited) (Note 5) and in our most recent Annual Report on Form 10-K as of December 31, 2013 (Note 6).

Financial information relating to our corporate segment results for the three-month period ended March 31, 2014 as compared to the same period in 2013 is as follows (in millions, except per share and percentages):


	Three-month period
	ended March 31,
Statement of Earnings	2014			2013			Change
Revenues from consolidated clean coal production plants	$	154.3		$	49.3		$	105.0
Royalty income from clean coal licenses		14.6			10.0			4.6
Loss from unconsolidated clean coal production plants		(2.5	)		(2.3	)		(0.2	)
Other net revenues		20.0			9.1			10.9

Total revenues		186.4			66.1			120.3

Cost of revenues from consolidated clean coal production plants		171.0			58.1			112.9
Compensation		10.3			4.6			5.7
Operating		11.1			11.9			(0.8	)
Interest		16.2			11.2			5.0
Depreciation		0.9			0.1			0.8

Total expenses		209.5			85.9			123.6

Loss before income taxes		(23.1	)		(19.8	)		(3.3	)
Benefit for income taxes		(27.7	)		(21.8	)		(5.9	)

Net earnings	$	4.6		$	2.0		$	2.6

Diluted net earnings per share	$	0.03		$	0.02		$	0.01

Identifiable assets at March 31	$	905.1		$	767.4
EBITDAC
Net earnings	$	4.6		$	2.0		$	2.6
Benefit for income taxes		(27.7	)		(21.8	)		(5.9	)
Interest		16.2			11.2			5.0
Depreciation		0.9			0.1			0.8

EBITDAC	$	(6.0	)	$	(8.5	)	$	2.5

Revenues - Revenues in the corporate segment consist of the following:

•

Revenues from consolidated clean coal production plants represents revenues from the consolidated IRC Section 45 facilities that we operate and control under lease arrangements, and the investments in which we have a majority ownership position and maintain control over the operations of the related plants, including those that are currently not operating. When we relinquish control in connection with the sale of majority ownership interests in our investments, we deconsolidate these operations.

The increase in the three-month period ended March 31, 2014, compared to the same period in 2013, is due primarily to increased production and from the increased interests in the twelve plants we acquired on March 1, 2014.

•

Royalty income from clean coal licenses represents revenues related to Chem-Mod LLC. As of March 31, 2014, we held a 46.54% controlling interest in Chem-Mod. As Chem-Mod’s manager, we are required to consolidate its operations.

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The increase in royalty income in the three-month period ended March 31, 2014, compared to the same period in 2013, was due to increased production of refined coal by Chem-Mod’s licensees.

Expenses related to royalty income of Chem-Mod in the three-month periods ended March 31, 2014 and 2013, were $9.2 million and $5.9 million, respectively, which include non-controlling interest of $8.8 million and $5.6 million in each of the respective periods.

•

Loss from unconsolidated clean coal production plants represents our equity portion of the pretax operating results from the unconsolidated clean coal production plants, partially offset by the production based income from majority investors. The production of refined coal generates pretax operating losses.

The loss in the three-month period ended March 31, 2014, compared to the same period in 2013, was modestly higher. The net production activity at our unconsolidated operations was relatively unchanged.

•

Other net revenues primarily consist of our equity portion of the operations of our venture capital fund investments. In addition, in first quarter 2013, we recognized a gain of $9.6 million in connection with the acquisition of an additional ownership interest in twelve of the 2009 Era Plants from a co-investor. In first quarter 2014, we recognized a gain of $22.6 million in connection with the acquisition of an additional ownership interest in seven 2009 Era Plants and five 2011 Era Plants from a co-investor. See Note 11 to the unaudited consolidated financial statements for additional discussion of these acquisition transactions. We have consolidated the operations of the limited liability companies that own these plants effective March 1, 2013 and March 1, 2014, respectively. In addition, in first quarter 2014, we had a $2.0 million impairment loss, under equity method accounting, of an additional 4% investment in the global operations of C-Quest Technologies LLC and C-Quest Technologies International LLC.

Cost of revenues - Cost of revenues from consolidated clean coal production plants for the three-month periods ended March 31, 2014 and 2013, consists of the expenses incurred by the clean coal production plants to generate the consolidated revenues discussed above, including the costs to run the leased facilities. The increase in the three-month period ended March 31, 2014, compared to the same period in 2013, was due to increased production including production at operations that were not producing refined coal in 2013 and production from the increased interests in the twelve plants we acquired on March 1, 2014.

Compensation expense - Compensation expense in the three-month periods ended March 31, 2014 and 2013, respectively, includes salary and benefit expenses of $1.9 million and $1.9 million and incentive compensation of $8.4 million and $2.7 million, respectively. Salary and benefits expense for the three-month periods ended March 31, 2014 and March 31, 2013, were unchanged. The increase in incentive compensation for the three-month period ended March 31, 2014 compared to the same period in 2013 is due to the efforts related to the transaction for the additional interests in the twelve clean coal plants plus efforts related to acquisitions.

Operating expenses - Operating expense in the three-month period ended March 31, 2014 includes banking and related fees of $0.5 million, external professional fees and other due diligence costs related to first quarter 2014 acquisitions of $0.8 million, operating expenses, professional fees and non-controlling interest related to royalty income of $7.0 million, and other corporate and clean energy related expenses of $2.8 million.

Operating expense in the three-month period ended March 31, 2013 includes banking and related fees of $0.7 million, external professional fees and other due diligence costs related to first quarter 2013 acquisitions of $0.5 million, operating expenses, professional fees and non-controlling interest related to royalty income of $5.0 million, other corporate operating and clean energy related expenses of $1.7 million and a biannual company-wide meeting ($4.0 million).

Interest expense - The increase in interest expense for the three-month period ended March 31, 2014, compared to the same period in 2013, was due to interest on the note purchase agreement entered into on June 14, 2013 ($1.9 million), interest on the note purchase agreement funded on February 27, 2014 ($2.4 million) and an increase of $0.7 million in interest on borrowings from our Credit Agreement.

Depreciation - Depreciation expense in the three-month period ended March 31, 2014 increased significantly compared to the same period in 2013, and primarily relates to the assets of the additional ownership interests in the 24 plants that we acquired from a co-investor in the first quarters of 2013 and 2014.

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Benefit for income taxes - Our consolidated effective tax rate for the three-month period ended March 31, 2014 was (6.5)% compared to 4.3% for the same period in 2013. The effective tax rates for the three-month periods ended March 31, 2014 and 2013 were lower than the statutory rate primarily due to the amount of IRC Section 45 tax credits recognized during the respective periods. U.S. GAAP accounting requires us to estimate at each quarter end, an expected annual effective tax rate based on, among other factors, the estimated annual amount of tax credits we will generate in the current year, and recognize these estimated tax credits each quarter based on estimated company-wide quarterly earnings before income taxes. This accounting will cause a difference in the amount of tax credits recognized in the financial statements compared to the amount of tax credits actually generated. There were $20.1 million and $13.7 million of tax credits recognized in the three-month periods ended March 31, 2014 and 2013, respectively. There were $32.6 million and $16.0 million of tax credits generated in the three-month periods ended March 31, 2014 and 2013, respectively.

The following provides non-GAAP information that we believe is helpful when comparing our operating results for the three-month periods ended March 31, 2014 and 2013 for the corporate segment (in millions):


	2014								2013
Three-Month Periods Ended March 31,	Pretax Earnings (Loss)			Income Tax Benefit		Net Earnings (Loss)			Pretax Earnings (Loss)			Income Tax Benefit		Net Earnings (Loss)
Interest and banking costs	$	(16.6	)	$	6.6	$	(10.0	)	$	(11.9	)	$	4.8	$	(7.1	)
Clean energy investments		1.4			19.5		20.9			(0.9	)		14.1		13.2
Acquisition costs		(2.9	)		0.4		(2.5	)		(1.0	)		0.2		(0.8	)
Corporate		(5.0	)		1.2		(3.8	)		(6.0	)		2.7		(3.3	)

Total	$	(23.1	)	$	27.7	$	4.6		$	(19.8	)	$	21.8	$	2.0

Interest and banking includes expenses related to our debt. Clean energy investments include the operating results related to our investments in clean coal production plants and Chem-Mod. Acquisition costs include professional fees, due diligence and other costs incurred related to our acquisitions. Corporate consists of overhead allocations mostly related to corporate staff compensation and, in the first quarter of 2013, costs related to a biannual company-wide award, cross-selling and motivational meeting for our production staff and field management.

Clean energy investments - We have investments in limited liability companies that own 29 clean coal production plants developed by us and five clean coal production plants we purchased from a third party on September 1, 2013. All 34 plants produce refined coal using propriety technologies owned by Chem-Mod. We believe that the production and sale of refined coal at these plants are qualified to receive refined coal tax credits under IRC Section 45. The fourteen plants which were placed in service prior to December 31, 2009 (which we refer to as the 2009 Era Plants) can receive tax credits through 2019 and the twenty plants which were placed in service prior to December 31, 2011 (which we refer to as the 2011 Era Plants) can receive tax credits through 2021. We may sell ownership interests in some or all of the plants to co-investors and relinquish control of the plants, thereby becoming a non-controlling, minority investor.

The following table provides a summary of our clean coal plant investments as of March 31, 2014 (in millions):


			Our Portion of Estimated
Investments that own 2009 Era Plants	Our Tax-Effected Book Value At March 31, 2014		Additional Required Tax-Effected Capital Investment		Ultimate Annual After-tax Earnings
12 Under long-term production contracts	$	13.9	$	1.0	$	22.6
2 In negotiations for long-term production contracts		0.7		Not Estimable		Not Estimable

Investments that own 2011 Era Plants
16 Under long-term production contracts		40.0		0.1		72.4
4 In negotiations for long-term production contracts		1.3		Not Estimable		Not Estimable

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The information in the table above under the caption Our Portion of Estimated Ultimate Annual After-Tax Earnings reflects management’s current best estimate of the ultimate future annual after-tax earnings based on production estimates from the host utilities. However, host utilities do not consistently utilize the refined coal plants at ultimate production levels due to seasonal electricity demand, as well as many operational, regulatory and environmental compliance reasons. Please refer to our filings with the SEC, including Item 1A, “Risk Factors,” on pages 14, 15 and 16 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for a more detailed discussion of these and other factors could impact the information above.

Our investment in Chem-Mod generates royalty income from refined coal plants owned by those limited liability companies in which we invest as well as refined coal plants owned by other unrelated parties. Based on current production estimates provided by licensees, Chem-Mod could potentially generate for us an average of approximately $4.0 million of net after-tax earnings per quarter.

Financial Condition and Liquidity

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations. The insurance brokerage industry is not capital intensive. Historically, our capital requirements have primarily included dividend payments on our common stock, repurchases of our common stock, funding of our investments, acquisitions of brokerage and risk management operations and capital expenditures.

Cash Flows From Operating Activities

Historically, we have depended on our ability to generate positive cash flows from operations to meet our cash requirements. We believe that our cash flows from operations and borrowings under our Credit Agreement will provide us with adequate resources to meet our liquidity needs in the foreseeable future. To fund acquisitions made during 2013 and for the three-month period ended March 31, 2014, we relied to a large extent on proceeds from borrowings under our Credit Agreement and the $200.0 million and $600.0 million note purchase agreements we entered into in June 2013 and December, 2013, respectively.

Cash provided by operating activities was $76.1 million and $51.2 million for the three-month periods ended March 31, 2014 and 2013, respectively. The increase in cash provided by operating activities during the three-month period ended March 31, 2014 compared to the same period in 2013 was primarily due to favorable timing differences in the payment of accrued liabilities and favorable timing differences in the receipts and disbursements of fiduciary funds in 2014 compared to 2013. Our cash flows from operating activities are primarily derived from our earnings from operations, as adjusted for realized gains and losses, and our non-cash expenses, which include depreciation, amortization, change in estimated acquisition earnout payables, deferred compensation, restricted stock and stock-based and other non-cash compensation expenses. Cash provided by operating activities can be unfavorably impacted by the amount of IRC Section 45 tax credits recognized compared to the amount of tax credits actually used during the respective periods. Excess tax credits generated during the period result in an increase to our deferred tax assets, which is a net use of cash related to operating activities.

When assessing our overall liquidity, we believe that the focus should be on net earnings as reported in our consolidated statement of earnings, adjusted for non-cash items (i.e., EBITDAC), and cash provided by operating activities in our consolidated statement of cash flows. Consolidated EBITDAC was $120.5 million and $98.3 million for the three-month periods ended March 31, 2014 and 2013, respectively. Consolidated net earnings were $49.3 million and $40.5 million for the three-month periods ended March 31, 2014 and 2013, respectively. We believe that the EBITDAC items are indicators of trends in liquidity. From a balance sheet perspective, we believe the focus should not be on premiums and fees receivable, premiums payable or restricted cash for trends in liquidity. Net cash flows provided by operations will vary substantially from quarter to quarter and year to year because of the variability in the timing of premiums and fees receivable and premiums payable. We believe that in order to consider these items in assessing our trends in liquidity, they should be looked at in a combined manner, because changes in these balances are interrelated and are based on the timing of premium payments, both to and from us. In addition, funds legally restricted as to our use relating to premiums and clients’ claim funds held by us in a fiduciary capacity are presented in our consolidated balance sheet as “Restricted Cash” and have not been included in determining our overall liquidity.

Our policy for funding our defined benefit pension plan is to contribute amounts at least sufficient to meet the minimum funding requirements under the IRC. The Employee Retirement Security Act of 1974, as amended (which we refer to as ERISA), could impose a minimum funding requirement for our plan. We are not required to make any minimum contributions to the plan for the 2014 plan year or the 2013 plan year. Funding requirements are based on the plan being frozen and the aggregate amount of our historical funding. The plan’s actuaries determine contribution rates based on our funding practices and requirements. Funding amounts may be influenced by future

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asset performance, the level of discount rates and other variables impacting the assets and/or liabilities of the plan. In addition, amounts funded in the future, to the extent not due under regulatory requirements, may be affected by alternative uses of our cash flows, including dividends, acquisitions and common stock repurchases. During the three-month period ended March 31, 2013, we made discretionary contributions of $2.1 million to the plan. We did not make any discretionary contributions to the plan during the three-month period ended March 31, 2014. We are considering making discretionary contributions to the plan in 2014 and may be required to make significantly larger minimum contributions to the plan in future periods.

Cash Flows From Investing Activities

Capital Expenditures - Net capital expenditures were $19.8 million and $9.3 million for the three-month periods ended March 31, 2014 and 2013, respectively. In 2014, we expect total expenditures for capital improvements to be approximately $90.0 million, primarily related to office moves and expansions and updating computer systems and equipment.

Acquisitions - Cash paid for acquisitions, net of cash acquired, were $23.6 million and $18.6 million in the three-month periods ended March 31, 2014 and 2013, respectively. In addition, during the three-month period ended March 31, 2014, we issued 0.7 million shares ($33.2 million) of our common stock as payment for a portion of the total consideration paid for 2014 acquisitions and earnout payments made in 2014. During the three-month period ended March 31, 2013, we did not issue any shares of our common stock as payment for consideration paid for 2013 acquisitions or earnout payments. We completed nine acquisitions and four acquisitions in the three-month periods ended March 31, 2014 and 2013, respectively. Annualized revenues of businesses acquired in the three-month periods ended March 31, 2014 and 2013 totaled approximately $17.8 million and $5.0 million, respectively. In the three-month period ended March 31, 2014, we funded substantially all of our acquisitions activity using a mix of our common stock, debt and cash from operations. We expect to continue this trend through the remainder of 2014 for smaller acquisitions, although we may still use our common stock on occasion (for example, to effect a tax-free exchange, or if our overall acquisition activity warrants it).

Dispositions - During the three-month periods ended March 31, 2014 and 2013, we sold several books of business and recognized one-time gains of $1.0 million and $0.4 million, respectively. We received cash proceeds of $2.0 million and $0.4 million related to the 2014 and 2013 transactions, respectively.

Clean Energy Investments - During the period 2009 through 2014, we have made significant investments in clean energy operations capable of producing refined coal that we believe qualifies for tax credits under IRC Section 45. Our current estimate of the 2014 annual after-tax earnings, including IRC Section 45 tax credits, which will be generated from all of our clean energy investments in 2014, is $90.0 million to $100.0 million. The IRC Section 45 tax credits generate positive cash flow by reducing the amount of Federal income taxes we pay, which is offset by capital expenditures related to the redeployment, and in some cases the relocation of refined coal plants. We anticipate positive net cash flow related to IRC Section 45 activity in 2014. With the expected increased earnings from the IRC Section 45 investments in 2015 through 2021, and the anticipated minimal capital expenditures during that same period, we anticipate that the annual positive net cash flow during such years will continue to increase. We anticipate that this favorable impact on the amount we will pay the IRS in 2014 and in future years from IRC Section 45 investments will allow us to use these positive cash flows to fund acquisitions. Please see “Clean energy investments” on page 45 for a more detailed description of these investments (including the reference therein to risks and uncertainties).

Cash Flows From Financing Activities

We have an unsecured multicurrency credit agreement (which we refer to as the Credit Agreement), which expires on September 19, 2018, with a group of fifteen financial institutions. Our Credit Agreement provides for a revolving credit commitment of up to $600.0 million, of which up to $75.0 million may be used for issuances of standby or commercial letters of credit and up to $50.0 million may be used for the making of swing loans, as defined in the Credit Agreement. We may from time to time request, subject to certain conditions, an increase in the revolving credit commitment up to a maximum aggregate revolving credit commitment of $850.0 million. At March 31, 2014, $367.4 million of borrowings were outstanding under the Credit Agreement. Due to borrowings and outstanding letters of credit, $211.5 million remained available for potential borrowings under the Credit Agreement at March 31, 2014.

We use the Credit Agreement to post letters of credit and to borrow funds to supplement our operating cash flows from time to time. In the three-month period ended March 31, 2014, we borrowed $367.4 million and repaid $530.5 million under our Credit Agreement or the prior credit facility. In the three-month period ended March 31, 2013, we borrowed $18.0 million and repaid $97.0 million under our Credit Agreement or the prior credit facility. Principal uses of the 2014 and 2013 borrowings were to fund acquisitions, make earnout payments related to acquisitions and for general corporate purposes.

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On December 20, 2013, we entered into a note purchase agreement for private placement debt of $600.0 million of senior unsecured notes that funded on February 27, 2014. We used the proceeds of the debt transaction primarily to pay down our line of credit facility. On June 14, 2013, we borrowed $200.0 million of private placement debt which was used to fund acquisitions and for general corporate purposes. At March 31, 2014, we had $1,525.0 million of corporate-related borrowings outstanding under separate note purchase agreements entered into in the period from 2007 to 2013 and a cash and cash equivalent balance of $739.2 million. On August 3, 2014, $100.0 million of our private placement debt will mature and become due. See Note 5 to our unaudited consolidated financial statements for a discussion of the terms of the note purchase agreements and the Credit Agreement.

The note purchase agreements and the Credit Agreement contain various financial covenants that require us to maintain specified financial ratios. We were in compliance with these covenants at March 31, 2014.

Dividends - Our board of directors determines our dividend policy. Our board of directors declares dividends on a quarterly basis after considering our available cash from earnings, our anticipated cash needs and current conditions in the economy and financial markets.

In the three-month period ended March 31, 2014, we declared $48.8 million in cash dividends on our common stock, or $0.36 per common share, a 3% increase over the three-month period ended March 31, 2013. On April 23, 2014, we announced a quarterly dividend for second quarter 2014 of $0.36 per common share. If the dividend is maintained at $0.36 per common share throughout 2014, the dividend level will result in annualized net cash used by financing activities in 2014 of approximately $215.3 million (based on the number of outstanding shares as of April 18, 2014) or an anticipated increase in cash used of approximately $32.7 million compared to 2013. We can make no assurances regarding the amount of any future dividend payments.

Shelf Registration Statement - On November 20, 2013, we filed a shelf registration statement on Form S-3 with the SEC, registering the offer and sale from time to time, of an indeterminate amount of our common stock. We have used this registration statement to register shares sold under our at-the-market equity program and the secondary public offering referred to below. The availability of the potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We can make no assurances regarding when, or if, we will issue any additional shares under this registration statement.

Secondary Public Offering - On April 7, 2014, we entered into an Underwriting Agreement with Morgan Stanley & Co. LLC to issue 19.0 million shares of our common stock in a public offering. On April 10, 2014, we agreed to price the offering of 19.0 million shares of our common stock at $43.25 and granted the underwriters in the offering a 30-day option to purchase up to an additional 2.85 million shares of our common stock at the same price. On April 11, 2014, the underwriters exercised the option to purchase an additional 2.85 million shares. The offering closed on April 16, 2014 and 21.85 million shares of our stock were issued for net proceeds, after underwriting discounts, of $911.9 million (excludes expenses related to this offering). We intend to use the net proceeds of the offering primarily to fund a portion of our acquisition of the Wesfarmers Insurance Brokerage operations and, to the extent that any proceeds remain thereafter, or the acquisition is not completed, for the repayment of amounts borrowed under our line of credit to finance the acquisition of Oval and for general corporate purposes, including other acquisitions. We have agreed with the underwriters that, without the prior written consent of Morgan Stanley on behalf of the underwriters, we will not, for 90 days following April 10, 2014, sell shares of our common stock, except that we may issue up to 1.734 million shares of our common stock during such 90-day period in connection with the acquisition of a business or the payment of an earnout obligation arising from an acquisition, and subject to other customary exceptions set forth in the underwriting agreement attached as Exhibit 1.1 to the Current Report on Form 8-K we filed on April 16, 2014.

At-the-Market Equity Program - On November 20, 2013, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC, pursuant to which we may offer and sell, from time to time, up to $200 million of our common stock through Morgan Stanley as sales agent. Pursuant to the agreement, shares may be sold by means of ordinary brokers’ transactions, including on the New York Stock Exchange, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices, in block transactions, or as otherwise agreed upon by us and Morgan Stanley. During the quarter ended March 31, 2014, we did not sell shares of our common stock under the program. We have agreed with the underwriters for the secondary offering described above that, without the prior written consent of Morgan Stanley on behalf of the underwriters, we will not issue any shares under our at-the-market equity program for 90 days following April 10, 2014.

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Common Stock Issuances - Another source of liquidity to us is the issuance of our common stock pursuant to our stock option and employee stock purchase plans. Proceeds from the issuance of common stock under these plans for the three-month periods ended March 31, 2014 and 2013 were $18.1 million and $27.0 million, respectively. Prior to 2009, we issued stock options under four stock option-based employee compensation plans. The options were primarily granted at the fair value of the underlying shares at the date of grant and generally became exercisable at the rate of 10% per year beginning the calendar year after the date of grant. In May 2008, all of these plans expired. On May 10, 2011, our stockholders approved the 2011 Long-Term Incentive Plan (which we refer to as the LTIP), which replaced our previous stockholder-approved 2009 Long-Term Incentive Plan. All of our officers, employees and non-employee directors are eligible to receive awards under the LTIP. Awards which may be granted under the LTIP include non-qualified and incentive stock options, stock appreciation rights, restricted stock units and performance units, any or all of which may be made contingent upon the achievement of performance criteria. Stock options with respect to 5.6 million shares (less any shares of restricted stock issued under the LTIP - 0.2 million shares of our common stock were available for this purpose as of March 31, 2014) were available for grant under the LTIP at March 31, 2014. In addition, we have an employee stock purchase plan which allows our employees to purchase our common stock at 95% of its fair market value. Proceeds from the issuance of our common stock related to these plans have contributed favorably to net cash provided by financing activities in the three-month periods ended March 31, 2014 and 2013 and we believe this favorable trend will continue in the foreseeable future.

Outlook - We believe that we have sufficient capital to meet our short- and long-term cash flow needs. Except for 2008 and 2005, our earnings before income taxes, adjusted for non-cash items, have increased year over year since 1991. In 2008, earnings before income taxes were adversely impacted by charges related to real estate lease terminations, severance, litigation, impairments of intangible assets and the adverse impact of foreign currency translation. In 2005, earnings before income taxes were adversely impacted by charges incurred for litigation and retail contingent commission related matters and claims handling obligations. We expect the historically favorable trend in earnings before income taxes, adjusted for non-cash items, to continue in the foreseeable future because we intend to continue to expand our business through organic growth from existing operations and through acquisitions. Additionally, we anticipate a favorable impact on the amount we will pay the IRS in 2014 and in future years based on anticipated tax credits from IRC Section 45 investments. We also anticipate that we will continue to use cash flows from operations and, if needed, borrowings under the Credit Agreement and private placement debt (described above under “Cash Flows From Financing Activities”) and our common stock to fund acquisitions. In addition, we may from time to time consider other alternatives for longer-term funding sources. Such alternatives could include raising additional capital through public or private debt offerings, equity markets, or restructuring our operations in the event that cash flows from operations.

Contractual Obligations and Commitments

In connection with our investing and operating activities, we have entered into certain contractual obligations and commitments. See Note 12 to our unaudited consolidated financial statements for a discussion of these obligations and commitments. In addition, see Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 for additional discussion of these obligations and commitments.

Off-Balance Sheet Arrangements

See Notes 5, 11 and 12 to the unaudited consolidated financial statements for a discussion of our off-balance sheet arrangements. In addition, see Notes 6, 12 and 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 for additional discussion of these off-balance sheet arrangements.

Critical Accounting Policies

There have been no changes in our critical accounting policies, which include revenue recognition, income taxes and intangible assets/earnout obligations, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2013.

Business Combinations and Dispositions

See Note 3 to the unaudited consolidated financial statements for a discussion of our business combinations during the three-month period ended March 31, 2014. We did not have any material dispositions during the three-month periods ended March 31, 2014 and 2013.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks in our day to day operations. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates and equity prices. The following analyses present the hypothetical loss in fair value of the financial instruments held by us at March 31, 2014 that are sensitive to changes in interest rates. The range of changes in interest rates used in the analyses reflects our view of changes that are reasonably possible over a one-year period. This discussion of market risks related to our consolidated balance sheet includes estimates of future economic environments caused by changes in market risks. The effect of actual changes in these market risk factors may differ materially from our estimates. In the ordinary course of business, we also face risks that are either nonfinancial or unquantifiable, including credit risk and legal risk. These risks are not included in the following analyses.

Our invested assets are primarily held as cash and cash equivalents, which are subject to various market risk exposures such as interest rate risk. The fair value of our portfolio of cash and cash equivalents at March 31, 2014 approximated its carrying value due to its short-term duration. We estimated market risk as the potential decrease in fair value resulting from a hypothetical one-percentage point increase in interest rates for the instruments contained in the cash and cash equivalents investment portfolio. The resulting fair values were not materially different from the carrying values at March 31, 2014.

At March 31, 2014, we had $1,525.0 million of borrowings outstanding under our various note purchase agreements. The aggregate estimated fair value of these borrowings at March 31, 2014 was $1,605.1 million due to their long-term duration and fixed interest rates associated with these debt obligations. No active or observable market exists for our private placement long-term debt. Therefore, the estimated fair value of this debt is based on discounted future cash flows using current interest rates available for debt with similar terms and remaining maturities. To estimate an all-in interest rate for discounting, we obtained market quotes for notes with the same terms as ours, which we have deemed to be the closest approximation of current market rates. We have not adjusted this rate for risk profile changes, covenant issues or credit rating changes. We estimated market risk as the potential impact on the value of the debt recorded in our consolidated balance sheet resulting from a hypothetical one-percentage point decrease in our weighted average borrowing rate at March 31, 2014 and the resulting fair values would have been $95.3 million higher than their carrying value (or $1,620.3 million).

As of March 31, 2014, we had $367.4 borrowings outstanding under our Credit Agreement. The fair value of these borrowings approximate their carrying value due to their short-term duration and variable interest rates associated with these debt obligations. Market risk is estimated as the potential increase in fair value resulting from a hypothetical one-percentage point decrease in our weighted average short-term borrowing rate at March 31, 2014, and the resulting fair value is not materially different from their carrying value.

We are subject to foreign currency exchange rate risk primarily from one of our larger U.K. based brokerage subsidiaries that incurs expenses denominated primarily in British pounds while receiving a substantial portion of its revenues in U.S. dollars. In addition, we are subject to foreign currency exchange rate risk from our Australian, Canadian, Indian, Singaporean, Jamaican and various Caribbean operations because we transact business in their local denominated currencies. Foreign currency gains (losses) related to this market risk are recorded in earnings before income taxes as transactions occur. Assuming a hypothetical adverse change of 10% in the average foreign currency exchange rate for the three-month period ended March 31, 2014 (a weakening of the U.S. dollar), earnings before income taxes would have decreased by approximately $2.4 million. Assuming a hypothetical favorable change of 10% in the average foreign currency exchange rate for the three-month period ended March 31, 2014 (a strengthening of the U.S. dollar), earnings before income taxes would have increased by approximately $2.2 million. We are also subject to foreign currency exchange rate risk associated with the translation of local currencies of our foreign subsidiaries into U.S. dollars. However, it is management’s opinion that this foreign currency exchange risk is not material to our consolidated operating results or financial position. We manage the balance sheets of our foreign subsidiaries, where practical, such that foreign liabilities are matched with equal foreign assets, maintaining a “balanced book” which minimizes the effects of currency fluctuations. Historically, we have not entered into derivatives or other similar financial instruments for trading or speculative purposes. However, with respect to managing foreign currency exchange rate risk in the U.K., we have periodically purchased financial instruments when market opportunities arose to minimize our exposure to this risk. During the three-month periods ended March 31, 2014 and 2013, we had several monthly put/call options in place with an external financial institution that are designed to hedge a significant portion of our future U.K. currency revenues (in 2014) and disbursements (in 2013) through various future payment dates. In addition, during the three-month period ended March 31, 2014, we had several monthly put/call options in place with an external financial institution that are designed to hedge a significant portion of our Indian currency disbursements through various future payment dates.

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These hedging strategies were designed to protect us against significant U.K. and India currency exchange rate movements, but we are still exposed to some foreign currency exchange rate risk for the portion of the payments and currency exchange rate that are unhedged. The impact of these hedging strategies was not material to our unaudited consolidated financial statements for the three-month periods ended March 31, 2014 and 2013. We entered into a A$400.0 million foreign currency derivative investment contract that we executed on April 16, 2014 in connection with the signing of the agreement to acquire the Wesfarmers Insurance Brokerage operations. The derivative investment contract will expire by June 16, 2014. See Note 13 to our unaudited consolidated financial statements for the changes in fair value of these derivative instruments reflected in comprehensive earnings at March 31, 2014.

Item 4. Controls and Procedures

As of March 31, 2014, our management, including our chief executive officer and chief financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act, as amended). Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2014.

There has been no change in our internal control over financial reporting during the three-month period ended March 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1.A. Risk Factors

Risks Relating to the Proposed Acquisition of the Wesfarmers Insurance Brokerage Business

Our recently completed secondary offering of common stock was not conditioned upon the closing of the Wesfarmers Insurance Brokerage business and there can be no assurance that the acquisition will be completed.

On April 6, 2014, we signed a share sale agreement under which we expect to acquire the Wesfarmers Insurance Brokerage business for A$1.01 billion, or approximately US$933.0 million. We expect this acquisition to close in the second or third quarter of 2014, subject to regulatory approvals and customary closing conditions. Our recently completed secondary offering of common stock was not conditioned on the closing of the Wesfarmers acquisition, and we cannot assure you that such acquisition will be completed. The shares offered thereby will remain outstanding whether or not the Wesfarmers acquisition is completed.

The failure to successfully integrate the Wesfarmers Insurance Brokerage business and operations or fully realize synergies from such acquisition in the expected time frame may adversely affect our future results.

The success of the acquisition of Wesfarmers Insurance Brokerage business will depend, in part, on our ability to successfully integrate such business and operations and fully realize the anticipated benefits and synergies from combining our business with the acquired businesses. However, to realize these anticipated benefits and operational synergies (such as rent, systems, technology and licensing costs, and other consumables), we must successfully combine these businesses. If we are unable to achieve these objectives following the acquisition, the anticipated benefits and operational synergies of the acquisition may not be realized fully or at all or may take longer to realize than expected. Any failure to timely realize these anticipated benefits could have a material adverse effect on our revenues, expenses and operating results.

We and the Wesfarmers Insurance Brokerage business have operated and, until the completion of the acquisition, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, loss of key clients, decreases in revenues and increases in operating costs, as well as the disruption of each company’s ongoing businesses, any or all of which could limit our ability to achieve the anticipated benefits and operational synergies of the acquisition and have a material adverse effect on our revenues and operating results. Integration efforts between the two companies will also divert management attention and resources, which could also adversely affect our operating results.

The share sale agreement for the acquisition of the Wesfarmers Insurance Brokerage business may be terminated in accordance with its terms and the acquisition may not be completed.

The share sale agreement for the acquisition the Wesfarmers Insurance Brokerage business is subject to a number of conditions which must be fulfilled in order to complete the acquisition. Those conditions include receipt of Australian and New Zealand foreign investment approvals, U.K. Financial Conduct Authority approval and the completion of certain restructuring relating to the acquisition.

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In addition, both we and Wesfarmers have rights to terminate the share sale agreement under certain circumstances specified in the share sale agreement.

We are not providing pro forma financial statements reflecting the impact of the acquisition of Wesfarmers Insurance Brokerage business on our historical financial information.

We are not in a position at this time to make available pro forma financial information reflecting the estimated pro forma impact of the acquisition of the Wesfarmers Insurance Brokerage business on our historical financial information. It is possible that our preparation of pro forma information or our experience in operating the Wesfarmers Insurance Brokerage business will require us to adjust our expectations regarding the impact of the acquisition on our operating results.

If the acquisition of Wesfarmers Insurance Brokerage business is consummated, we will be exposed to risks arising from its premium funding business.

The Wesfarmers Insurance Brokerage business, through its premium funding business, is exposed to the risks associated with lending money to other parties. The ability of a premium funding client to meet their monthly repayment is dependent on a range of economic conditions. Historically, Wesfarmers’ premium funding business has experienced a low bad debts-to-loans ratio. To date, its exposure to credit risk has been limited by a significant majority of premium loans (by value) being advanced for cancellable policies whereby Wesfarmers can normally recover its outstanding loan from the pro-rata refund of premium. For further security, Wesfarmers typically has credit insurance for loans above a certain amount. However if an insurance provider fails or is unable to satisfy claims, clients of the premium funding business who are insured by that insurance provider may stop repayment of their loans. In these circumstances, the Wesfarmers premium funding business may not be able to recover the amount it has lent the client.

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

(c) Issuer Purchases of Equity Securities

The following table shows the purchases of our common stock made by or on behalf of Gallagher or any “affiliated purchaser” (as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of Gallagher for each fiscal month in the three-month period ended March 31, 2014:


					Total Number of		Maximum Number
	Total				Shares Purchased		of Shares that May
	Number of		Average		as Part of Publicly		Yet be Purchased
	Shares		Price Paid		Announced Plans		Under the Plans
Period	Purchased (1)		per Share (2)		or Programs (3)		or Programs (3)
January 1 through January 31, 2014		3,197	$	46.71		—		10,000,000
February 1 through February 28, 2014		—		—		—		10,000,000
March 1 through March 31, 2014		260,795		46.79		—		10,000,000

Total		263,992	$	46.79		—

(1)

Amounts in this column represent shares of our common stock purchased by the trustees of rabbi trusts established under our Deferred Equity Participation Plan (which we refer to as the Age 62 Plan), our Deferred Cash Participation Plan (which we refer to as the DCPP) and our Supplemental Savings and Thrift Plan (which we refer to as the Supplemental Plan), respectively. The Age 62 Plan is an unfunded, non-qualified deferred compensation plan that generally provides for distributions to certain of our key executives when they reach age 62 or upon or after their actual retirement. See Note 8 to the unaudited consolidated financial statements in this report for more information regarding the Age 62 Plan. The DCPP is an unfunded, non-qualified deferred compensation plan for certain key employees, other than executive officers, that generally provides for distributions no sooner than five years from the date of awards. Under the terms of the Age 62 Plan and the DCPP, we may contribute cash to the rabbi trust and instruct the trustee to acquire a specified number of shares of our common stock on the open market or in privately negotiated transactions. In the first quarter of 2014, we instructed the rabbi trustee for the Age 62 Plan and the DCPP to reinvest dividends paid into the plans in our

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common stock and to purchase our common stock using the cash that was funded into these plans related to the 2014 awards. The Supplemental Plan is an unfunded, non-qualified deferred compensation plan that allows certain highly compensated employees to defer amounts, including company match amounts, on a before-tax basis. Under the terms of the Supplemental Plan, all cash deferrals and company match amounts may be deemed invested, at the employee’s election, in a number of investment options that include various mutual funds, an annuity product and a fund representing our common stock. When an employee elects to deem his or her amounts under the Supplemental Plan invested in the fund representing our common stock, the trustee of the rabbi trust purchases the number of shares of our common stock equivalent to the amount deemed invested in the fund representing our common stock. We established the rabbi trusts for the Age 62 Plan, the DCPP and the Supplemental Plan to assist us in discharging our deferred compensation obligations under these plans. All assets of the rabbi trusts, including any shares of our common stock purchased by the trustees, remain, at all times, assets of the Company, subject to the claims of our creditors. The terms of the Age 62 Plan, the DCPP and the Supplemental Plan do not provide for a specified limit on the number of shares of common stock that may be purchased by the respective trustees of the rabbi trusts.

(2)	The average price paid per share is calculated on a settlement basis and does not include commissions.

(3)

We have a common stock repurchase plan that the board of directors adopted on May 10, 1988 and has periodically amended since that date to authorize additional shares for repurchase (the last amendment was on January 24, 2008). We did not repurchase any shares of our common stock under the repurchase plan during the first quarter of 2014. The repurchase plan has no expiration date and we are under no commitment or obligation to repurchase any particular amount of our common stock under the plan. At our discretion, we may suspend the repurchase plan at any time.

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Item 6. Exhibits

Filed with this Form 10-Q



		2.1		Share Purchase Agreement, dated April 1, 2014, between Arthur J. Gallagher & Co., Oval Limited, Oval EBT Trustees Limited and certain institutional sellers, individual sellers and option holders.

		*10.45.1		Form of Performance Share Unit Grant Agreement.

		15.1		Letter of acknowledgement from Ernst & Young LLP concerning unaudited interim financial information.

		31.1		Rule 13a-14(a) Certification of Chief Executive Officer.

		31.2		Rule 13a-14(a) Certification of Chief Financial Officer.

		32.1		Section 1350 Certification of Chief Executive Officer.

		32.2		Section 1350 Certification of Chief Financial Officer.

		101.INS		XBRL Instance Document.

		101.SCH		XBRL Taxonomy Extension Schema Document.

		101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

		101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

		101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

		101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

		* Such exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 601 of Regulation S-K.

		Incorporated by reference into this Form 10-Q

		*10.15		The Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan, as amended and restated effective January 21, 2014 (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2013, File No. 1-09761).

		*10.16		Arthur J. Gallagher & Co. Deferred Equity Participation Plan, amended and restated as of January 22, 2014 (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2013, File No. 1-09761).

		*10.16.1		Form of Deferred Equity Participation Plan Award Agreement (incorporated by reference to the same exhibit number to our Form 10-K Annual Report for 2013, File No. 1-09761).

		2.2		Share Sale Agreement, dated as of April 6, 2014, by and among Arthur J. Gallagher & Co., Wesfarmers Insurance Investments Pty Ltd, OAMPS Ltd, Wesfarmers Limited and Pastel Purchaser Party Limited (incorporated by reference to Exhibit 2.1 to our Form 8-K Current Report dated April 7, 2014, File No. 1-09761).

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Signature

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


				Arthur J. Gallagher & Co.
Date: April 24, 2014				By: /s/ Douglas K. Howell
				Douglas K. Howell Vice President and Chief Financial Officer (principal financial officer and duly authorized officer)

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Arthur J. Gallagher & Co.

Quarterly Report on Form 10-Q

For The Quarterly Period Ended March 31, 2014

Exhibit Index



2.1		Share Purchase Agreement, dated April 1, 2014, between Arthur J. Gallagher & Co., Oval Limited, Oval EBT Trustees Limited and certain institutional sellers, individual sellers and option holders.

*10.45.1		Form of Performance Share Unit Grant Agreement.

15.1		Letter of acknowledgement from Ernst & Young LLP concerning unaudited interim financial information.

31.1		Rule 13a-14(a) Certification of Chief Executive Officer.

31.2		Rule 13a-14(a) Certification of Chief Financial Officer.

32.1		Section 1350 Certification of Chief Executive Officer.

32.2		Section 1350 Certification of Chief Financial Officer.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

*	Such exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 601 of Regulation S-K.

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Exhibit 2.1

DATED 1 April 2014

(1)

THE SEVERAL PARTIES REFERRED TO IN PART 1 OF SCHEDULE 1

(2)

THE SEVERAL PARTIES REFERRED TO IN PART 2 OF SCHEDULE 1

(3)

FRIARY INTERMEDIATE LIMITED

(4)

OVAL LIMITED

(5)

OVAL EBT TRUSTEES LIMITED

SHARE PURCHASE AGREEMENT

relating to the sale and purchase of shares in the

capital of Oval Limited

CONTENTS


Clause		Page

1.	Definitions and Interpretation		1

2.	Drag Notices		12

3.	Sale and purchase of Sale Shares		13

4.	Consideration		13

5.	Adjustment of Consideration		14

6.	Completion		15

7.	Final adjustment of Consideration		16

8.	Warranties		16

9.	Retention Account		17

10.	Buyer’s Warranties		17

11.	Confidentiality		18

12.	Restrictive covenants		19

13.	Seller power of attorney		21

14.	Remedies and waivers		21

15.	Assignment		22

16.	Further assurance		22

17.	Entire agreement		22

18.	Invalidity		23

19.	Variation		23

20.	Institutional Sellers’ Representative		23

21.	Sellers’ Representative		23

22.	Notices		24

23.	Agreement survives Completion		25

24.	Third party rights		26

25.	Successors and assigns		26

26.	Costs and expenses		26

27.	Counterparts		26

28.	Governing law and jurisdiction		26

	Schedule 1 - The Sellers and the Sale Shares		27

	Part 1 – The Institutional Sellers		27

	Part 2 – OI Consideration		27

	Part 3 – The Trustee		27

	Schedule 2 - Completion		28

	Part 1 – Deliverables of the Sellers		28

	Part 2 – Deliverables of the Trustee		28


		Part 3 – Deliverables of the Warrantors			28

		Schedule 3 - Warranties			30

		Part 1 – Seller Warranties of the Institutional sellers			30

		Part 2 – Seller Warranties of the Individual Sellers			30

		Part 3 – Seller Warranties of the Trustee			31

		Schedule 4			32

		Part 1 - Completion Accounts			32

		Schedule 5 - Expert			35

		Schedule 6 - Retention Account			37

		Part 1 – Net Asset Retention			37

		Part 2 – Deed of Warranty Retention			38

		Part 3 - General			41

		Schedule 7 - Final adjustment of Consideration			42

PAGE 2

Agreed Form Documents

Announcements

Completion Minutes

Deed of Warranty

Directors’ Resignation Letters

Disclosure Letter

Drag Confirmation Notice

Drag Notice

Escrow Letter

THIS AGREEMENT is made on 1 April 2014

BETWEEN:

(1)

THE SEVERAL PARTIES whose names and addresses are set out in Part 1 of Schedule 1 (together being the “ Institutional Sellers ” and each an “ Institutional Seller ”);

(2)

THE SEVERAL INDIVIDUALS whose names and addresses are set out in Appendix 1 (together with the Selling Optionholders (as defined below) being the “ Individual Sellers ” and each an “ Individual Seller ”),

(the parties at (1) and (2) above together being the “ Sellers ”);

(3)

FRIARY INTERMEDIATE LIMITED, a company incorporated in England & Wales with registered number 04404202 and having its registered office at The Walbrook Building, 25 Walbrook, London EC4N 8AW (the “ Buyer ”);

(4)

OVAL LIMITED a company incorporated in England & Wales with registration number 04901418 and having its registered office at 9 South Parade, Wakefield, West Yorkshire WF1 1LR (the “ Company ”); and

(5)

OVAL EBT TRUSTEES LIMITED a company incorporated in England & Wales with registration number 06053007 and having its registered office at 9 South Parade, Wakefield, West Yorkshire WF1 1LR (the “ Trustee ”).

BACKGROUND

Each of the Sellers and the Trustee has agreed to sell their respective Sale Shares and the Buyer has agreed to purchase the Sale Shares on the terms and subject to the conditions set out in this agreement.

Immediately following the entry into this agreement and prior to Completion, the Buyer will give the Drag Notices to the Dragged Sellers.

IT IS AGREED AS FOLLOWS :

1.	DEFINITIONS AND INTERPRETATION

1.1	In this agreement and the Schedules the following expressions shall (unless the context otherwise requires) have the following meanings:


“A Ordinary Shares”		means A ordinary shares of £0.01 each in the capital of the Company;

“Allianz”		Allianz Holdings plc;

“Allianz’s Final Proportion”		has the meaning given in paragraph 1 of Schedule 7;

“Allianz’s Initial Proportion”		means the number of Sale Shares (which for these purposes excludes the Deferred Shares) sold by Allianz pursuant to this agreement divided by the Fully Diluted Share Capital and expressed as a percentage;

PAGE 1



“Allianz’s Solicitors”		DAC Beachcroft LLP of 100 Fetter Lane, London EC4A 1BN;

“Allianz’s Solicitors’ Account”		means the client account of Allianz’s Solicitors at Lloyds Bank plc, PO Box 153, 55 Corn Street, Bristol, BS99 7LE; account name DAC Beachcroft Client Call Account; sort code 30-00-01; account number 00032703; reference: NKG/ACI101-0847041;

“Announcements”		means the announcements by Caledonia Investments Plc and the Buyer in respect of the Transaction in the agreed form;

“Barclays Overdraft Facility Agreement”		means the composite accounting system (CAS) facility agreement dated 4 July 2013 between the Company (for itself and as agent for certain other Group Company borrowers) and Barclays Bank PLC (as the bank);

“Business Day”		a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business;

“Buyer’s Solicitors”		Lawrence Graham LLP whose registered office is at 4 More London Riverside, London SE1 2AU;

“Calculation Date”		has the meaning given to it in Schedule 7;

“Company’s Articles”		means the articles of association of the Company adopted by special resolution on 26 ^th September 2013;

“Completion”		completion of the obligations of the parties in accordance with the provisions of clause 6 of this agreement;

“Completion Accounts”		has the meaning given in paragraph 1 of Schedule 4;

“Completion Accounts Date”		has the meaning given in paragraph 1 of Schedule 4;

“Completion Date”		the date of this agreement;

“Completion Minutes”		means board minutes of the Company and the Subsidiaries in the agreed form;

“Connected Persons”		in relation to a person, has the meaning given in sections 1122 and 1123 of the Corporation Tax Act 2010, save that for these purposes, the term “company” (as defined in section 1123 of the Corporation Tax Act 2010) shall include a limited liability partnership and references to “ Connected Person ” shall be construed accordingly;

PAGE 2



“Consideration”		means the sum referred to in clause 4.1;

“Consideration Deficit”		has the meaning given in clause 5.2;

“Consideration Surplus”		has the meaning given in clause 5.1.1;

“CSOP”		means the Company’s share option plan approved by HMRC adopted on 24 ^th November 2004 (as subsequently amended);

“Covenantors”		means Patrick O’Connell and Phillip Hodson;

“Deed of Termination”		means the “Deed of Termination” under and as defined in the Release Undertaking;

“Deed of Warranty”		means the deed of warranty between the Warrantors and the Buyer dated the date of this agreement in the agreed form;

“Deed of Warranty Retention”		means £2,100,000;

“Deferred Drag Notices”		means the drag notices to be served on Deferred Dragged Sellers by the Buyer in accordance with Article 13.2 of the Company’s Articles;

“Deferred Dragged Sellers”		means those Optionholders who exercise their Options following Completion (if any);

“Deferred Dragged Sellers’ Final Proportion”		has the meaning given in paragraph 1 of Schedule 7;

“Deferred Dragged Sellers’ Initial Proportion”		means the number of Ordinary Shares over which Options have been granted which have not been exercised prior to or on Completion divided by the Fully Diluted Share Capital and expressed as a percentage;

“Deferred Shares”		means deferred shares of £0.01 each in the capital of the Company;

“Directors Resignation Letters”		means the resignation letters from those directors of the Group Companies who are to resign at Completion in the agreed form;

“Disclosure Letter”		has the meaning given in the Deed of Warranty;

“Drag Notices”		means drag notices in the agreed form to be given to the Dragged Sellers by the Buyer in accordance with Article 13.1 of the Company’s Articles;

“Drag Notice Confirmation”		the notice of confirmation that the Buyer has given the Drag Notices in the agreed form;

PAGE 3



“Dragged Sellers”		means those shareholders of the Company who are not party to this agreement and in respect of whom the Buyer has given notice pursuant to article 13.1 of the Company’s Articles;

“Dragged Sellers’ Final Proportion”		has the meaning given in paragraph 1 of Schedule 7;

“Dragged Sellers’ Initial Proportion”		means the number of Ordinary Shares in issue as at Completion (but less the number of Sale Shares (which for these purposes excludes the Deferred Shares)) divided by the Fully Diluted Share Capital and expressed as a percentage;

“Dragged Shares”		means the Ordinary Shares which are to be acquired by the Buyer pursuant to the Drag Notices and the Deferred Drag Notices;

“Employment Deductions”		has the meaning given in clause 4.3;

“Encumbrance”		includes any interest or equity of any person (including any right to acquire, option, right of first refusal or right of pre-emption or conversion), or any mortgage, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement (including a title transfer and retention arrangement) having similar effect;

“Enduring Provisions”		means the provisions of clauses 1 (Definitions and Interpretation), 11 (Confidentiality), 14 (Remedies and Waivers), 15.1 (Assignment), 16 (Further Assurance), 17 (Entire Agreement), 18 (Invalidity), 19 (Variation), 20 (Sellers’ Representative), 21 (Institutional Sellers’ Representative), 22 (Notices), 24 (Third Party Rights), 25 (Successors and Assigns), 26 (Costs and Expenses), 27 (Counterparts) and 28 (Governing Law);

“Escrow Agents”		means the Buyer’s Solicitors and the Sellers’ Solicitors;

“Escrow Bank”		means Barclays Bank Plc, 1 Churchill Place, London E14 5HP;

“Escrow Letter”		means the letter in the agreed form to be signed by the Buyer, the Institutional Sellers’ Representative and the Sellers’ Representative instructing and authorising the Escrow Agents to establish and operate the Retention Account;

PAGE 4



“ESPS”		means the Oval Limited Employee Share Participation Scheme;

“Estimated Purchase Price”		means £156,534,777;

“Existing Financing Arrangements”		means the financing arrangements of the Group under the Senior Credit Agreement, the Hedging Agreement and the Barclays Overdraft Facility Agreement;

“Final Adjustment Account”		means the account to be maintained by the Company for the purposes of holding the balances paid pursuant to clauses 5.1.2.4 and 6.5.9 and paragraphs 1.1.4 and 1.2.2.3 of Schedule 6;

“Final Proportions”		means the Deferred Dragged Sellers’ Final Proportion, the Dragged Sellers’ Final Proportion, the Sellers’ Final Proportion and Allianz’s Final Proportion;

“FSMA”		Financial Services and Markets Act 2000;

“Fully Diluted Share Capital”		means 77,261,116;

“Group”		in relation to a company (wherever incorporated), that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company, and each company in a group is a member of the group;

“Group Companies”		means the Company and its Subsidiaries listed in Schedule 2 of the Deed of Warranty (and “ Group Company ” shall mean any one of them);

“Institutional Sellers’ Representative”		means Caledonia Investments Plc, the representative of the Institutional Sellers appointed pursuant to clause 20;

“Hedging Agreement”		means each Hedging Agreement (pursuant to, and as defined in the Senior Credit Agreement) between any Group Company and a Hedging Counterpart (as defined in the Senior Credit Agreement);

“Key Client”		means any underwriter, producing intermediary or insured client of the Group Companies which in the 12 months to 28 February 2014 generated aggregate revenue for the Group Companies in excess of £90,000;

PAGE 5



“Loan Notes”		means: (a) the floating rate convertible unsecured (Number 1) Loan Notes 2017 created pursuant to a loan note instrument dated 25 November 2003 (as amended and restated on 13 August 2009 and as further amended and restated on 25 January 2010 and as further amended and restated on 5 July 2013); (b) the floating rate convertible unsecured (Number 2) Loan Notes 2017 created pursuant to a loan note instrument dated 20 December 2004 (as amended and restated on 13 August 2009 and as further amended and restated on 25 January 2010 and as further amended and restated on 5 July 2013); (c) the floating rate convertible unsecured (Number 3) Loan Notes 2017 created pursuant to a loan note instrument dated 7 December 2005 (as amended and restated on 13 August 2009 and as further amended and restated on 25 January 2010 and as further amended and restated on 5 July 2013); (d) the floating rate convertible unsecured (Number 5) Loan Notes 2017 created pursuant to a loan note instrument dated 31 May 2009 (as amended and restated on 13 August 2009 and as further amended and restated on 25 January 2010 and as further amended and restated on 5 July 2013); (e) the floating rate convertible unsecured (Number 6) Loan Notes 2017 created pursuant to a loan note instrument dated 13 August 2009 (as amended and restated on 25 January 2010 and as further amended and restated on 5 July 2013); and (f) the floating rate convertible unsecured (Number 7) Loan Notes 2017 created pursuant to a loan note instrument dated 25 January 2010;

“March 2008 Loan Notes”		means the floating rate unsecured (number 4) loan notes 2017 created pursuant to a loan note instrument dated 28 March 2008 (as amended and restated on 13 August 2009 and further amended and restated on 25 January 2010);

PAGE 6



“Material Contract”		(i) any agreement or arrangement with any Key Client; or (ii) any agreement or arrangement with any supplier which is material to the Group Companies;

“Net Asset Retention”		means £5,000,000;

“Net Asset Retention Balance”		has the meaning given in clause 5.2;

“Net Tangible Assets”		has the meaning given in Part 1 of Schedule 4;

“Net Tangible Assets Amount”		has the meaning given in clause 4.1.5;

“OESIP”		means the Oval Limited Executive Share Incentive Plan;

“OESIP Share Price”		means the purchase price which remains payable by an Individual Seller in respect of Sale Shares which he has acquired pursuant to the OESIP;

“OI Consideration”		means £375,000, being the aggregate amount which the OI Managers direct the Buyer to deduct from the Consideration due to the OI Managers and pay to the Company in satisfaction of the obligation of Lochain Patrick Limited to pay £375,000 under the terms of a share purchase agreement dated 17 December 2012 between the Company and Lochain Patrick Limited;

“OI Managers”		means Andrew Hills, James Burt, Anthony Leng, Robert Hubbard, Lee Mould, Richard Platt, Roy Bearman, Allan Chilman, Justine Doherty and Stephen Mead, together being management of Oval International Limited, the trading subsidiary of Lochain Patrick Limited, which was the subject of a management buyout which completed on 29 March 2014 whereby the B ordinary shares of £0.01 each in the capital of Lochain Patrick Limited held by the Company were converted into deferred shares of £0.01 each in the capital of Lochain Patrick Limited;

“Option Exercise Price”		means the relevant price payable by an Optionholder to exercise the relevant Options;

“Optionholders”		means the holders of Options;

“Options”		means options to acquire Ordinary Shares granted under the CSOP and the USOS;

PAGE 7



“Ordinary Shares”		means ordinary shares of £0.01 each in the capital of the Company;

“Outstanding Indebtedness”		means all amounts owed or payable by any Group Company from time to time under the Senior Credit Agreement, the Hedging Agreements and the Barclays Overdraft Facility Agreement including, at Completion, the amount of all principal, accrued but unpaid interest, settlement amounts in respect of the termination of hedging under the Hedging Agreements, fees (including break fees and costs), costs and expenses in respect of such agreements and arrangements and their repayment and termination, including costs of terminating or amending hedging arrangements in connection with the repayment of the Senior Credit Agreement and in relation to the release of all relevant security and the £3,000,000 overdraft element of the Barclays Overdraft Facility;

“Pari Passu Deed”		means the pari passu deed dated 13 August 2009 between Sun Alliance Insurance Overseas Limited, Caledonia Investments Plc, Allianz and the Company as amended and restated on 25 January 2010 and on 5 July 2013;

“Pre-Contractual Statement”		means any statement, undertaking, promise, assurance, warranty, understanding or any representation or misrepresentation (whether contractual or non-contractual and whether negligently or innocently made) relating to the subject matter of this agreement and other than as expressly set out in this agreement as a Seller Warranty or in the Deed of Warranty as a Sale Warranty, whether in writing or not and whether made by any person (whether party to this agreement or not);

“Properties”		has the meaning given in the Deed of Warranty;

“Redemption Account”		Barclays Bank Plc, London A/C: 88294968 Sort code: 20-00-34 SWIFT code: BARCGB22;

“Redemption Amount”		means the amount required to redeem the March 2008 Loan Notes in the principal amount of £15,000,000 plus all interest accrued but unpaid up to the Business Day prior to Completion;

PAGE 8



“Release Date”		has the meaning given in paragraph 1 of Schedule 6;

“Release Documents”		means the “Release Documents” under and as defined in the Release Undertaking in the agreed form;

“Release Undertaking”		means the undertaking dated on or about the date of this agreement from DLA Piper UK LLP in favour of (1) Barclays Bank PLC (2) Lloyds Bank plc (3) Macfarlanes LLP and (4) Lawrence Graham LLP in respect of the unconditional and irrevocable release of the Release Documents and Title Documents as duly countersigned by (1) Barclays Bank plc and (2) Lloyds Bank plc;

“Restricted Employee”		means an employee of the Group Companies in any income producing or management role;

“Retention Account”		means the joint interest bearing bank account at the Escrow Bank to be established by the Escrow Agents in accordance with the Escrow Letter into which shall be paid the Retentions in accordance with clause 6.5.10 and which shall be maintained in accordance with clause 9;

“Retentions”		the Net Asset Retention and the Deed of Warranty Retention in the total aggregate amount of £7,100,000;

“Sale Shares”		means: (a) the 68,575,221 Ordinary Shares each, all of which have been issued and are fully paid; (b) the 7,000,000 A Ordinary Shares, all of which have been issued and are fully paid; (b) the 10,800,000 Deferred Shares, all of which have been issued and are fully paid;

“Sale Warranties”		means the warranties given by the Warrantors pursuant to the Deed of Warranty;

“Sellers’ Final Proportion”		has the meaning given in paragraph 1 of Schedule 7;

“Sellers’ Initial Proportion”		means the number of Sale Shares (which for these purposes excludes the Deferred Shares and less the number of Sale Shares sold by Allianz pursuant to this agreement) divided by the Fully Diluted Share Capital and expressed as a percentage;

PAGE 9



“Sellers’ Representative”		means Peter Blanc and Ian Story (acting jointly);

“Sellers’ Solicitors”		Macfarlanes LLP of 20 Cursitor Street, London EC4A 1LT;

“Sellers’ Solicitors’ Account”		means the client account of the Sellers’ Solicitors at The Royal Bank of Scotland PLC of City Office, 62/63 Threadneedle Street, London EC2R 8LA; account name: Macfarlanes LLP Client No 1 Account; sort code 15-10-00; account number: 15388776; Reference: SRD/LXC/637807;

“Seller Warranties”		means the warranties given pursuant to clause 8 of this agreement;

“Selling Optionholders”		means those Optionholders who have agreed to exercise their Options on or prior to Completion and who have agreed to sell the Ordinary Shares arising from their exercise of Options to the Buyer, the names and addresses of such Optionholders being as set out in Appendix 2;

“Senior Credit Agreement”		means the £40,000,000 Senior Sterling Term Facilities Agreement dated 4 July 2013 made between inter alia, Barclays Bank PLC and Lloyds TSB Bank plc as mandated lead arrangers, the financial institutions listed in Part 2 of schedule 1 of that agreement as original lenders, Barclays Bank PLC as agent, security agent and original overdraft bank, the Company as parent and the Group Companies listed in part 1 of schedule 1 thereto as original borrowers and original guarantors;

“Shares Under Option”		means Ordinary Shares in respect of which Options have been granted;

“Subsidiary”		in relation to a company wherever incorporated (a “holding company”) means a “subsidiary” as defined in section 1159 of the Companies Act 2006 and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company, and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c) of the Companies Act 2006, as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee;

PAGE 10



“Taxation Authority”		has the meaning given in the Deed of Warranty;

“Tax Claim”		has the meaning given in the Deed of Warranty;

“Threshold Condition 4 Reserves”		means £4,398,350;

“Title Documents”		means the “Title Documents” under and as defined in the Release Undertaking;

“Transaction”		means the acquisition of the Sale Shares as contemplated by this agreement;

“Transaction Documents”		means this agreement, the Deed of Warranty, the Disclosure Letter (as defined in the Deed of Warranty) and each of the agreed form documents referred to in this agreement;

“Transaction Expenses”		means the expenses in the amount of £3,008,276 which have been incurred in connection with the Transaction;

“USOS”		means the Company’s unapproved share option scheme dated 24 ^th November 2004 (as subsequently amended);

“Warrant Exercise Price”		has the meaning given to it in clause 4.5;

“Warrantors”		means Peter Blanc and Ian Story;

“Warrants”		means the 2,093,679 warrants issued to Caledonia Investments Plc pursuant to the warrant instrument made between the Company and Caledonia Investments Plc dated 10 ^th March 2011;

“Warranty Claim”		has the meaning given in the Deed of Warranty; and

“W&I Insurance Contribution”		means the sum of £750,000.

1.2	Any document expressed to be “ in the agreed form ” is a reference to a document in a form agreed as at the date of this agreement and for the purpose of identification signed by or on behalf of the Buyer and the Sellers.

1.3	References to clauses and Schedules are, unless the context otherwise requires, references to clauses and Schedules to this agreement, and references to paragraphs are, unless the context otherwise requires, references to paragraphs of the relevant Schedule.

PAGE 11

1.4

In this agreement and the Schedules, unless the context otherwise requires, a reference to one gender shall include all genders, the singular shall include the plural and vice versa, and references to the word “ include ” or “ including ” are to be construed without limitation and the ‘ejusdem generis’ rule shall not apply.

1.5	In this agreement:

1.5.1

any reference to any statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, whether before the date of this agreement;

1.5.2

any reference to any legislation (whether of the United Kingdom or elsewhere) including to any statute, statutory provision or subordinate legislation (“Legislation”) includes a reference to that Legislation as from time to time amended or re-enacted before the date of this agreement; and

1.5.3

any reference to re-enactment includes consolidation and rewriting, in each case whether with or without modification.

1.6	The headings of clauses, paragraphs and Schedules in this agreement are inserted for convenience only and shall not affect the interpretation of this agreement.

1.7

References to persons include individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships and that person’s legal personal representatives, successors and permitted assigns (whether or not having separate legal personality). References to companies include companies, corporations or other bodies corporate (wherever incorporated).

1.8	Section 6(2) and the words “other than any charges, encumbrances or rights which that person does not and could not reasonably be expected to know about” in Section 3(1) of the Law of Property (Miscellaneous Provisions) Act 1994 are expressly excluded from the operation of this agreement.

1.9	References in this agreement to “writing” or “written” includes faxes but not e-mail.

1.10	References to “this agreement” mean this agreement as amended or varied in accordance with its terms and references to any other document mean such other document as amended or varied in accordance with its terms.

2.	DRAG NOTICES

2.1

As soon as reasonably practicable following execution of this agreement and in any event within 30 minutes following the execution of this agreement, the Buyer shall procure that Drag Notices are given by 1 ^st class post to each of the Dragged Sellers. The Buyer shall give confirmation (by delivery of the Drag Confirmation Notice) to the Sellers’ Representative and the Institutional Sellers’ Representative that the Drag Notices have been given by 1 ^st class post to each of the Dragged Sellers (the “ Confirmation ”). Immediately following the giving of the Confirmation, Completion shall occur.

2.2

If the Buyer shall fail to provide the Confirmation within the 30 minute period referred to in clause 2.1, the Sellers’ Representative and each of the Institutional Sellers (who shall all be required to act unanimously for such notice to be effective) shall be entitled to give notice to the Buyer to terminate this agreement, in which event this agreement (except for the Enduring Provisions) shall be null and void and of no further effect and the parties shall be released and discharged from their respective obligations under this agreement.

PAGE 12

3.	SALE AND PURCHASE OF SALE SHARES

3.1

On the terms of this agreement, each of the Sellers shall at Completion sell with full title guarantee their respective Sale Shares (as set out against its name in Parts 1 and 3 of Schedule 1 and Appendix 1 and Appendix 2 (as applicable)) and the Buyer shall at Completion buy the Sale Shares free from any Encumbrances, together with all rights attached to them at Completion or accorded to them on or after the Completion Accounts Date.

3.2	Each of the Sellers, the Trustee and the Company severally waives any right of pre-emption or other restriction on transfer in respect of the Sale Shares or any of them conferred on him or it under the Company’s Articles, the ESPS or the OESIP or otherwise.

3.3	The Buyer is not obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

3.4	The Buyer Group will be entitled to make elections under Code Section 338(g) with respect to the acquisition (or deemed acquisition) of each of the Group Companies pursuant to this agreement.

4.	CONSIDERATION

4.1	The consideration for the Sale Shares, the Dragged Shares and any Options which have not been exercised by the Calculation Date is £210,000,000:

4.1.1

less the Outstanding Indebtedness;

4.1.2

less the Redemption Amount;

4.1.3

less the W&I Insurance Contribution;

4.1.4

less the Transaction Expenses; and

4.1.5

plus the amount by which the Net Tangible Assets exceeds the Threshold Condition 4 Reserves or less the amount by which the Net Tangible Assets is less than the Threshold Condition 4 Reserves (the “ Net Tangible Assets Amount ”) as determined pursuant to clause 5.

4.2

The Sellers’ Consideration shall be apportioned to the numbers of the Sale Shares held or owned by each of the Sellers as specified in Parts 1 and 3 of Schedule 1 and Appendix 1 and 2 (as applicable) (on the basis that the consideration for one A Ordinary Share will be same as the consideration for one Ordinary Share (less £1) and the consideration for each Deferred Share will be nil). The Buyer shall not be concerned as to the division of any cash payments which may be paid to the Sellers’ Solicitors and Allianz’s Solicitors in accordance with clause 6 whose respective receipt shall be good discharge therefor.

4.3

Each Individual Seller authorises the Buyer to pay (on behalf of the Individual Seller concerned) to the Company such amount of his Consideration as is required to discharge, as applicable, the relevant amount of any income tax and employees’ (and, if applicable, employer’s) National Insurance Contributions arising in connection with the exercise of his Options, the Option Exercise Price and the OESIP Share Price (together the “ Employment Deductions ”).

PAGE 13

4.4

Each of the OI Managers authorises the Buyer to pay (on behalf of the OI Manager concerned) to the Company such amount of his Consideration as is required to discharge his obligation to pay his relevant proportion of the OI Consideration as set out in the column headed “OI Consideration” of Part 2 of Schedule 1.

4.5

Caledonia Investments Plc authorises the Buyer to pay to the Company from the Consideration due to it £3,349,886.40 (the “ Warrant Exercise Price ”) in satisfaction in full of its obligation to pay the exercise price which is due and payable on the conversion of the Warrants into Ordinary Shares immediately prior to Completion.

5.	ADJUSTMENT OF CONSIDERATION

5.1	If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4):

5.1.1

exceeds the Estimated Purchase Price, the amount of the surplus being the “ Consideration Surplus ”, the whole of the Net Asset Retention shall be released in accordance with paragraph 1.1 of Part 1 of Schedule 6; and

5.1.2

the Consideration Surplus shall be paid by the Buyer as follows:

5.1.2.1

to the Sellers (other than Allianz), the Sellers’ Initial Proportion of the excess, such payment to be paid to the Sellers’ Solicitors; and

5.1.2.2

to Allianz, Allianz’s Initial Proportion of the excess, such payment to be paid to Allianz’s Solicitors;

5.1.2.3

to the Company, the Dragged Sellers’ Initial Proportion of the excess for the benefit of the Dragged Sellers (and the Company hereby agrees to remit such balance to the Dragged Sellers in accordance with the Company’s Articles); and

5.1.2.4

to the Final Adjustment Account, the Deferred Dragged Sellers’ Initial Proportion of the excess.

5.2

If the Consideration (it being acknowledged that the only adjustment will be in respect of the Net Tangible Assets Amount which shall be finally determined in accordance with Schedule 4) is less than the Estimated Purchase Price, the amount of the deficit (the “ Consideration Deficit ”) shall be payable to the Buyer from the Net Asset Retention and shall be released to the Buyer from the Retention Account in accordance with paragraph 1.2 of Part 1 of Schedule 6 and the balance of the Net Asset Retention (if any) (the “ Net Asset Retention Balance ”) shall be released in accordance with paragraph 1.2 of Part 1 of Schedule 6. For the avoidance of doubt, the sole recourse of the Buyer in respect of any Consideration Deficit shall be to receive payment from the Retention Account (up to the amount of the Net Asset Retention).

5.3	Any payments to the Sellers, the Dragged Sellers or the Deferred Dragged Sellers under clause 5.1 or 5.2 shall be adjustments to the Consideration, and shall be paid in cash within five (5) Business Days of the determination of the Completion Accounts in accordance with Schedule 4.

PAGE 14

6.	COMPLETION

6.1	Completion of this agreement shall take place on the Completion Date and in accordance with clause 2.1 at the offices of the Buyer’s Solicitors (or at such other place as may be agreed in writing by the Buyer, the Institutional Sellers’ Representative and the Sellers’ Representative).

6.2	At Completion:

6.2.1

each of the Sellers shall deliver or cause to be delivered to the Buyer the documents and evidence set out in Part 1 of Schedule 2 relevant to it; and

6.2.2

the Trustee shall deliver or cause to be delivered to the Buyer the documents and evidence set out in Part 2 of Schedule 2.

6.3	At Completion, the Warrantors shall:

6.3.1

deliver or cause to be delivered to the Buyer the documents and evidence set out in Part 3 of Schedule 2; and

6.3.2

procure that a board meeting of the Company and each of its Subsidiaries is held at which the matters identified in Part 3 of Schedule 2 are carried out; and

6.3.3

deliver any other documents referred to in this agreement as being required to be delivered by them.

6.4

At Completion, the Buyer shall at the direction of the Company, pay and discharge by electronic transfer of a sum of £36,250,000 in satisfaction of the principle amount of the Outstanding Indebtedness (the “ Bank Sum ”) to the Redemption Account (whose receipt shall be a sufficient payment and discharge therefor), it being acknowledged that £11,470,066 of the Bank Sum shall be funded from the proceeds received by the Company pursuant to clauses 6.5.4, 6.5.5 and 6.5.6, which the Company directs the Buyer to pay to the Redemption Account. At Completion the Company shall pay and discharge the sum £15,667.74 in respect of all interest, fees, costs and charges payable in connection with the Outstanding Indebtedness.

6.5

Immediately following release of the Release Documents and the Title Documents to the Sellers Solicitors and the Buyers’ Solicitors in accordance with the Release Undertaking and the release of the signatures to the Deed of Termination by Sun Alliance Insurance Overseas Limited, Caledonia Investments Plc and Allianz (each of whom agrees by their execution of this agreement so to release their signatures at such time), the Buyer shall pay, or cause to be paid:

6.5.1

to the Sellers’ Solicitors (whose receipt shall be a sufficient discharge therefor), on behalf of the Sellers (other than Allianz, the Trustee and the Sellers referred to in clause 6.5.4), £104,191,916 ;

6.5.2

to the Sellers’ Solicitors (whose receipt shall be a sufficient discharge therefor), in respect of the Transaction Expenses, £3,008,276 ;

6.5.3

to Allianz’s Solicitors (whose receipt shall be a sufficient discharge therefor), on behalf of Allianz, £17,788,279 ;

6.5.4

to the Company (whose receipt shall be a sufficient discharge therefor), on behalf of Sellers who are employees or former employees of the Group Companies, £23,423,398 (from which the Company shall deduct the relevant Employment Deductions and £375,000 of the OI Consideration);

PAGE 15

6.5.5

to the Company (whose receipt shall be a sufficient discharge therefor), the Warrant Exercise Price, being £3,349,886.40 ;

6.5.6

to the Company (whose receipt shall be a sufficient discharge therefor), £2,234,000 of the Employment Deductions due from certain Individual Sellers who are not employees of the Group Companies;

6.5.7

to the Trustee (whose receipt shall be a sufficient discharge therefor), £6,253,554 ;

6.5.8

to the Company (whose receipt shall be a sufficient discharge therefor), on behalf of the Dragged Sellers, £3,307,476 ;

6.5.9

to the Final Adjustment Account (whose receipt shall be a sufficient discharge therefor), on behalf of the Deferred Dragged Sellers, £356,333 ;

6.5.10

into the Retention Account, which shall be maintained in accordance with clause 9, the Retentions;

6.5.11

to the Sellers’ Solicitors (whose receipt shall be a sufficient discharge therefor) at the direction of the Company the Redemption Amount in redemption in full of the March 2008 Loan Notes.

6.6	At Completion, the Buyer shall:

6.6.1

deliver to the Sellers Representative and the Institutional Sellers’ Representative, the Escrow Letter duly executed by the Buyer; and

6.6.2

deliver to the Warrantors the Disclosure Letter duly signed by the Buyer.

6.7

Sun Alliance Insurance Overseas Limited, Caledonia Investments Plc, Allianz and the Company agree that with effect from Completion, the Pari Passu Deed is terminated and that all rights (including rights already accrued) and obligations of each of them under the Pari Passu Deed shall cease to have any effect. Each of Sun Alliance Insurance Overseas Limited, Caledonia Investments Plc, Allianz and the Company irrevocably and unconditionally releases each other from any and all liabilities and obligations whether present or future, actual, contingent or otherwise, of every kind and description whatsoever arising under the terms of the Pari Passu Deed, whether such liabilities and obligations are known or unknown.

7.	FINAL ADJUSTMENT OF CONSIDERATION

The provisions of Schedule 7 apply in relation to the final adjustment of the Consideration paid at Completion pursuant to clause 6.5.

8.	WARRANTIES

8.1	Each of the Institutional Sellers severally warrants in respect of itself only to the Buyer that each of the Seller Warranties in Part 1 of Schedule 3 is true accurate and not misleading as at the date of this agreement.

PAGE 16

8.2	Each of the Individual Sellers severally warrants to the Buyer in respect of itself only that each of the Seller Warranties in Part 2 of Schedule 3 is true accurate and not misleading as at the date of this agreement.

8.3	The Trustee warrants to the Buyer that each of the Seller Warranties in Part 3 of Schedule 3 is true accurate and not misleading as at the date of this agreement.

8.4	Each of the Seller Warranties is separate and independent and save as expressly provided in this agreement shall not be limited by reference to any other warranty or anything else in this agreement.

8.5	The Seller Warranties shall continue in full force and effect notwithstanding Completion.

8.6	Without prejudice to the Buyer’s right to apply for injunctive relief for breach of the undertakings in clause 12, the total aggregate liability of Caledonia Investments Plc in respect of all claims under this agreement shall be limited to the aggregate of:

8.6.1

the Consideration paid to it; and

8.6.2

the Redemption Amount.

8.7

Without prejudice to the Buyer’s right to apply for injunctive relief for breach of the undertakings in clause 12, the total aggregate liability of each Seller (other than Caledonia Investments Plc) in respect of all claims under this agreement shall be limited to the aggregate of the Consideration paid to it.

9.	RETENTION ACCOUNT

The provisions of Schedule 6 apply in relation to the Retention Account.

10.

BUYER’S WARRANTIES

10.1	The Buyer warrants to each of the Sellers that, as at the date of this agreement:

10.1.1

it is validly incorporated, in existence and registered under the laws of its jurisdiction of incorporation;

10.1.2

it has the requisite power and authority to enter into and perform its obligations under this agreement and the other Transaction Documents to which it is a party;

10.1.3

its obligations under this agreement and the other Transaction Documents to which it is a party will, when delivered, constitute binding obligations of it in accordance with their respective terms;

10.1.4

the execution and delivery of, and the performance by it of its obligations under, this agreement and the other Transaction Documents to which it is a party will not constitute or result in a conflict, breach or default under any of the following:

10.1.4.1

any agreement or instrument to which it is a party or is bound;

10.1.4.2

any order, judgment, decree, statute, rule, governmental regulation or other restriction applicable to it; or

10.1.4.3

any provision of the constitutional documents of it.

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10.2	Each of the Buyer’s warranties in clause 10.1 is separate and independent and, save as expressly provided in this agreement shall not be limited by reference to any other warranty or anything else in this agreement and shall continue in full force and effect notwithstanding Completion.

11.

CONFIDENTIALITY

11.1

Save in respect of the Announcements, the Buyer undertakes to each of the Sellers to keep confidential the terms of this agreement and all information that it has acquired about each Seller and its Group (as such Group is constituted immediately after Completion) and to use the information only for the purposes contemplated by this agreement.

11.2

Subject to the remaining provisions of this clause 11, each Seller undertakes to the Buyer to keep confidential the terms of this agreement and all information that it has acquired about the Buyer and its Group (as such Group is constituted immediately after Completion) (in its capacity as a shareholder of the Company) and to use such information only for the purposes contemplated by this agreement.

11.3	For the avoidance of doubt, the Buyer is not obliged to keep confidential or restrict its use of information about the Company and its Subsidiaries after Completion.

11.4	No party to this agreement shall be obliged to keep confidential or to restrict its use of:

11.4.1

information that is or becomes public knowledge other than as a direct or indirect result of a breach of this agreement by the party in question; or

11.4.2

information that it receives from a source not connected with the party to whom the duty of confidence is owed that it has acquired free from any obligation of confidence to any other person.

11.5	Any party may disclose any information that it is otherwise required to keep confidential under this clause 11:

11.5.1

to such professional advisers, consultants and employees or officers of it or its Group as are reasonably necessary to advise on this agreement or the other Transaction Documents, or to facilitate the Transaction, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; or

11.5.2

with the written consent of the other parties; or

11.5.3

with the written consent of one party, if such information relates only to that party; or

11.5.4

to confirm that the Transaction has taken place and the date of the Transaction (but without otherwise revealing any other terms of the Transaction or making any other announcement);

11.5.5

to the extent that the disclosure is required:

11.5.5.1

by law; or

PAGE 18

11.5.5.2

by a regulatory body, Taxation Authority or securities exchange; or

11.5.5.3

to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange; or

11.5.5.4

to protect the disclosing party’s interest in any legal proceedings,

but shall use reasonable endeavours to consult the other parties and to take into account any reasonable requests they may have in relation to the disclosure before making it.

11.6	Each party shall supply any other party with any information about itself or this agreement as such other party may reasonably require for the purposes of satisfying the requirements of a law, regulatory body or securities exchange to which such other party is subject.

12.

RESTRICTIVE COVENANTS

12.1	For the purposes of this agreement “ Business ” shall mean the business of the Group Companies, namely the business of insurance broking and advisory work, risk management, private client broking services, private client wealth management and corporate employee benefit services.

12.2	Each of the Warrantors severally covenants with the Buyer for the benefit of the Group Companies that he shall not:

12.2.1

at any time during the period of three years beginning with the Completion Date offer employment to, enter into a contract for the services of, or attempt to entice away from the Group Companies, any Restricted Employee or procure or knowingly facilitate the making of any such offer or attempt (which is specifically targeted at such Restricted Employee) by any other person; or

12.2.2

at any time during the period of three years beginning with the Completion Date, in connection with any business in the United Kingdom which competes with a substantial part of the Business as the Business was carried on at the Completion Date, deal with or seek the custom of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a Key Client.

12.3	Patrick O’Connell covenants with the Buyer for the benefit of the Group Companies that he shall not:

12.3.1

at any time during the period of two years beginning with the Completion Date offer employment to, enter into a contract for the services of, or attempt to entice away from the Group Companies, any Restricted Employee or procure or knowingly facilitate the making of any such offer or attempt (which is specifically targeted at such Restricted Employee) by any other person; or

PAGE 19

12.3.2

at any time during the period of two years beginning with the Completion Date, in connection with any business in the United Kingdom which competes with a substantial part of the Business as the Business was carried on at the Completion Date, deal with or seek the custom of any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a Key Client.

12.4	Phillip Hodson covenants with the Buyer for the benefit of the Group Companies that he shall not:

12.4.1

12.4.2

provided that nothing in this clause 12.4 shall prevent Phillip Hodson from holding an investment in any insurance broking or advisory work, risk management, private client broking services, private client wealth management or corporate employee benefit services business solely as a passive investor such that he does not hold more than a 20% interest in any such investment or hold investments with a value in excess of £5,000,0000 in the aggregate from time to time.

12.5	Each of the Institutional Sellers, the Warrantors and the Covenantors severally covenants with the Buyer for the benefit of the Group Companies that it shall not:

12.5.1

at any time after Completion, use in the course of any business which is the same as or competes with the Business (other than in the case of the Warrantors and Covenantors, in the performance of their duties under their respective employment contract with the Group Companies or a member of the Buyer’s Group, or in the case of the Institutional Sellers, in the ordinary course of their business):

12.5.1.1

the words “Oval Insurance Group”; or “Oval Group”; or

12.5.1.2

any trade or service mark, business or domain name, design or logo which is owned by the Group Companies at Completion; or

12.5.1.3

anything which is, in the reasonable opinion of the Buyer, capable of confusion with such words, mark, name, design or logo; or

12.5.2

at any time after Completion, falsely represent itself or himself or permit itself or himself to be falsely represented as being in any way connected with or interested in the business of the Group Companies.

PAGE 20

12.6

Caledonia Investments Plc hereby covenants with the Buyer for the benefit of the Group Companies that it shall not at any time during the period of three years beginning with the Completion Date offer employment to, enter into a contract for the services of, or attempt to entice away from the Group Companies, any of the Warrantors or Covenantors or procure or knowingly facilitate the making of any such offer or attempt (which is specifically targeted at such individual) by any other person. Caledonia Investments Plc undertakes to procure that each Relevant Company will comply with the restriction set out in this clause 12.6. “ Relevant Company ” means any company in which Caledonia Investments Plc holds (directly or indirectly) securities which confer on Caledonia Investments Plc the right to exercise a majority of the voting rights or control of the board of directors.

12.7

The covenants in this clause 12 are intended for the benefit of the Buyer, the Group Companies and apply to actions carried out by the Institutional Sellers, the Covenantors and the Warrantors in any capacity and whether directly or indirectly, on such party’s own behalf, on behalf of any other person or jointly with any other person.

12.8

Each of the covenants in this clause 12 is a separate undertaking by each Institutional Seller, each of the Covenantors and the Warrantors in relation to itself/himself and its/his interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in this clause 12. Each of the covenants in this clause 12 is considered fair and reasonable by the parties. If any restriction is found to be unenforceable, but would be valid if any part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable.

12.9	The consideration for the undertakings contained in this clause 12 is included in the Consideration.

13.

SELLER POWER OF ATTORNEY

13.1

Each Seller irrevocably appoints, from Completion, the Buyer to be its attorney in its name and on its behalf to exercise all or any of the voting and other rights, powers and privileges attached to its Sale Shares or otherwise capable of being exercised by the registered holder of its Sale Shares. Without limiting the extent of this power, the Buyer shall be entitled (at its discretion) to:

13.1.1

attend, participate and vote at any general meeting or class meeting of the Company (or any adjournment of any such meeting);

13.1.2

execute any consent to short notice, proxy or written resolution capable of being executed by a shareholder of the Company.

13.2	The power granted under this clause 13 shall terminate automatically on the Buyer becoming the registered holder of the relevant Sale Shares.

14.

REMEDIES AND WAIVERS

14.1	No delay or omission on the part of any party to this agreement in exercising any right, power or remedy provided by law or under this agreement shall:

14.1.1

affect or impair that right, power or remedy; or

14.1.2

operate as a waiver thereof.

PAGE 21

14.2	Any waiver of any right under this agreement is only effective if it is given in writing and such waiver shall apply only to the party to whom it is addressed.

14.3	A party that waives a right in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

14.4	The single or partial exercise of any right, power or remedy provided by law or under this agreement in any one or more instances shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

14.5	Except as otherwise expressly provided in this agreement, the rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

14.6	Nothing in this agreement shall limit or exclude any liability for fraud.

15.

ASSIGNMENT

15.1	Subject to clauses 15.2 and 15.3, no party may assign or grant any encumbrance over the benefit of, or the rights arising under this agreement or any other Transaction Document, or purport to do any of the same without the prior written consent of the other party.

15.2	Subject to clause 15.3, the Buyer may assign its rights under this agreement to any member of its Group. Notwithstanding any such assignment, each of the Sellers and the Trustee may deal with the Buyer in connection with all matters arising under this agreement.

15.3	In the case of any assignment of rights under this clause, in each such case:

15.3.1

the assignor will remain liable for its obligations under this agreement; and

15.3.2

the liability of the parties under this agreement will be no greater than such liabilities would have been had no such assignment occurred.

16.

FURTHER ASSURANCE

Each of the parties shall from time to time, on being reasonably required to do so by another, do or procure that there is done all such acts and/or execute or procure the execution of all such documents as the other party may reasonably consider necessary to facilitate the transfer of the Sale Shares to the Buyer.

17.

ENTIRE AGREEMENT

17.1	The Transaction Documents constitute the entire agreement and understanding of the parties and supersedes any previous agreement, draft agreement, arrangement or understanding (whether in writing or not) between the parties relating to the subject matter of the Transaction Documents.

17.2	Each of the parties acknowledges and agrees that in entering into the Transaction Documents it does not rely on any Pre-Contractual Statement.

17.3	Each of the parties acknowledges and agrees that:

17.3.1

the only remedy available to it (i) in relation to any Pre-Contractual Statement (ii) for misrepresentation by omission or (iii) otherwise in relation to the Transaction Documents shall be for breach of a Seller Warranty given under the terms of this agreement or breach of a Sale Warranty given under the terms of the Deed of Warranty; and

PAGE 22

17.3.2

it shall have no right of action (including the right of rescission or termination) against any other party in respect of any Pre-Contractual Statement.

17.4	Nothing in this clause 17 shall, however, operate to limit or exclude any liability for fraud.

18.

INVALIDITY

If at any time any provision of this agreement or any other Transaction Document is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair:

18.1	the legality, validity or enforceability in that jurisdiction of any other provision of this agreement or any other Transaction Document; or

18.2	the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement or any other Transaction Document.

19.

VARIATION

No variation of this agreement will be valid unless it is in writing and signed by or on behalf of the Buyer, each of the Institutional Sellers and the Sellers’ Representative (or, in the case of a waiver, by the party granting such waiver).

20.

INSTITUTIONAL SELLERS’ REPRESENTATIVE

20.1

The Institutional Sellers each hereby appoint, authorise and empower the Institutional Sellers’ Representative as their true and lawful agent and attorney-in-fact to give or receive consent, direction, notice or take any other action which is expressly specified in this agreement as being a consent, direction, notice or action which the Institutional Sellers’ Representative is entitled to give, receive or take. The Institutional Sellers’ Representative shall consult with and take into account the reasonable requests of the other Institutional Sellers in relation to any decision it takes on the Institutional Sellers’ behalf. The Buyer and any other person may conclusively rely, without enquiry, upon any action of the Institutional Sellers’ Representative in respect of such matters.

20.2	Save in respect of fraud or gross negligence, the Institutional Sellers’ Representative shall not be held liable to the other Institutional Sellers for any claims whatsoever arising from any act he may do pursuant to its appointment.

20.3	The Institutional Sellers each agree that the Buyer shall be entitled to rely on this clause 20 in dealing with the Institutional Sellers’ Representative on behalf of all the Institutional Sellers.

21.

SELLERS’ REPRESENTATIVE

21.1

The Individual Sellers each hereby appoint, authorise and empower the Sellers’ Representative as each of the Individual Sellers true and lawful agent and attorney-in-fact to give consent, direction, notice or take any other action required or permitted pursuant to this agreement, on behalf of each such Individual Seller.

PAGE 23

21.2	The Buyer and any other person may conclusively rely, without enquiry, upon any action of the Sellers’ Representative in respect of all matters referred to in this agreement.

21.3

Save in respect of fraud or gross negligence, the Sellers’ Representative shall not be held liable to the Individual Sellers for any claims whatsoever arising from any act that such persons who together or individually constitute the Sellers’ Representative may do pursuant to their or his appointment.

21.4	The Individual Sellers each agree that the Buyer shall be entitled to rely on this clause 21 in dealing with the Individual Sellers on behalf of all the Individual Sellers.

22.

NOTICES

22.1

A notice given under this agreement shall be in writing in the English language (or be accompanied by a properly prepared translation into English) and shall be delivered by hand or by pre-paid first class post or (if the notice is to be served by post outside the country from which it is sent) by airmail addressed and sent to the party to be served at the addresses specified in clause 22.3.

22.2

Any notice to be given to or by all of the Individual Sellers under this agreement is deemed to have been properly given if it is given to or by the Sellers’ Representative. Any notice required to be given to or by some only of the Individual Sellers shall be given to or by the Individual Sellers concerned (and in the case of a notice to the Individual Sellers) at their address as set out in Schedule 1.

22.3	The addresses for service of notice are:

22.3.1

Caledonia Investments Plc and the Institutional Sellers’ Representative

address: as set out in Part 1 of Schedule 1

for the attention of: Graeme Dennison and Duncan Johnson

22.3.2

Allianz

address: 57 Ladymead, Guildford, Surrey GU1 1DB

for the attention of: Steven Hutchings

22.3.3

Sun Alliance Insurance Overseas Limited and Royal Insurance Holdings plc

address: 9th Floor, One Plantation Place, 30 Fenchurch Street, London EC3M 3BD

for the attention of: Company Secretary

22.3.4

Sellers’ Representative

address: as set out in Appendix 1;

PAGE 24

22.3.5

Buyer

address: The Walbrook Building, 25 Walbrook, London EC4N 8AW

for the attention of: William McGowan

22.3.6

Trustee

address: its registered office

for the attention of: Ian Story

22.3.7

Company

address: its registered office

for the attention of: Ian Story

(or such other address, or marked for the attention of such other person as each party may notify to the others in accordance with the provisions of this clause).

22.4	A notice is deemed to have been received:

22.4.1

if delivered personally, at the time of delivery; or

22.4.2

in the case of pre-paid first class post or recorded delivery, one Business Day from the date of posting; or

22.4.3

in the case of airmail, five Business Days from the date of posting.

22.5	If deemed receipt under clause 22.4 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), then the notice shall be deemed to have been received when business next starts in the place of receipt.

22.6	To prove service in respect of notices sent by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.

22.7

This clause 22 shall not apply in relation to the service of claim forms, application notices, orders, judgements, or other documents relating to proceedings arising out of or in connection with this agreement where applicable Civil Procedural Rules (or equivalent court or tribunal rules) shall apply.

23.

AGREEMENT SURVIVES COMPLETION

This agreement (other than obligations that have already been fully performed) remains in full force after Completion.

PAGE 25

24.

THIRD PARTY RIGHTS

24.1	Save as provided in clauses 15.1 and 25, the provisions of this agreement are for the benefit of the parties and their successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else.

24.2	Each of the parties confirms to the others that their respective rights to terminate or agree any amendment, variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

25.

SUCCESSORS AND ASSIGNS

The rights and obligations of the Sellers and the Buyer under this agreement shall continue for the benefit of, and shall be binding on, their respective successors and permitted assigns.

26.

COSTS AND EXPENSES

Each party shall pay its own costs and expenses in relation to the preparation, negotiation, execution and carrying into effect of this agreement and the other Transaction Documents.

27.

COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

28.

GOVERNING LAW AND JURISDICTION

28.1	This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28.2	The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

AS WITNESS the hands of the parties the day and year first above written.

PAGE 26

SCHEDULE 1 - THE SELLERS AND THE SALE SHARES

PART 1 – THE INSTITUTIONAL SELLERS


(1) Name	(2) Address	(3) Sale Shares
Caledonia Investments Plc	Cayzer House, 30 Buckingham Gate, London SW1E 6NN	25,717,911 Ordinary Shares

Allianz Holdings plc	47 Ladymead, Guildford, Surrey GU1 1DB	8,185,245 Ordinary Shares 648,000 Deferred Shares

Sun Alliance Insurance Overseas Limited	St Mark’s Court, Chart Way Horsham, West Sussex, RH12 1XL	4,687,500 Ordinary Shares

Royal Insurance Holdings plc	St Mark’s Court, Chart Way Horsham, West Sussex, RH12 1XL	1,257,639 Ordinary Shares

PART 2 – OI CONSIDERATION


(1) Name	(2) OI Consideration
Andrew Hills	£	110,625
James Burt	£	71,250
Anthony Leng	£	71,250
Robert Hubbard	£	71,250
Lee Mould	£	18,750
Richard Platt	£	18,750
Roy Bearman		Nil
Allan Chilman	£	9,375
Justine Doherty	£	3,750
Stephen Mead		Nil

PART 3 – THE TRUSTEE

2,877,562 Ordinary Shares

PAGE 27

SCHEDULE 2 - COMPLETION

PART 1 – DELIVERABLES OF THE SELLERS

At Completion, the Sellers shall deliver, or cause to be delivered, to the Buyer the following:

1.	Transfers of the Sale Shares (other than those set out opposite the name of the Trustee in Part 3 of Schedule 1) executed by the registered holders in favour of the Buyer;

2.	The share certificates for the Sale Shares (other than those set out opposite the name of the Trustee in Part 3 of Schedule 1) in the names of the registered holders or an indemnity in the agreed form for any lost certificates;

3.	The original of any power of attorney under which any document to be delivered to the Buyer under this Part 1 has been executed by a Seller.

PART 2 – DELIVERABLES OF THE TRUSTEE

At Completion, the Trustee shall deliver, or cause to be delivered, to the Buyer the following:

1.	Transfers of the Sale Shares set out in Part 3 of Schedule 1 executed by the Trustee in favour of the Buyer;

2.	The share certificates for the Sale Shares set out in Part 3 of Schedule 1 in the name of the Trustee or an indemnity in the agreed form for any lost certificates;

3.	The original of any power of attorney under which any document to be delivered to the Buyer under this Part 1 has been executed by the Trustee.

PART 3 – DELIVERABLES OF THE WARRANTORS

At Completion, the Warrantors (insofar as they are able) shall deliver, or cause to be delivered, to the Buyer the following:

1.	the Deed of Warranty in the agreed form;

2.	The certificates in respect of the March 2008 Loan Notes;

3.	The Escrow Letter duly executed by the Sellers’ Representative and the Institutional Sellers’ Representative;

Certificates in respect of all issued shares in the capital of each of the Company’s Subsidiaries and of all shares in any such subsidiary held by a nominee for the Company or another of its Subsidiaries (provided that such undertaking shall be conclusively satisfied by the instruction by DLA in accordance with paragraph 5.1.2 of the Release Undertaking);

5.	Directors’ Resignation Letters executed by each of the directors and secretaries of the Group Companies from their offices and employment with the relevant Group Companies, except for the following persons who are not resigning:

5.1	Peter Blanc; and

5.2	Ian Story.

6.	a certified copy of each of the Completion Minutes;

PAGE 28

7.	Form MR04 in respect of each charge granted by each of the Group Companies in relation to the Existing Financing Arrangements;

8.	A signed notice of cancellation of the £3,000,000 overdraft element of the Barclays Overdraft Facility Agreement; and

9.	a copy of the executed recharge agreement dated 29 March 2014 between Oval International Limited, Oval Insurance Broking Limited, Oval Management Services Limited and Oval Limited in the agreed form.

PAGE 29

SCHEDULE 3 - WARRANTIES

PART 1 – SELLER WARRANTIES OF THE INSTITUTIONAL SELLERS

1.	Each Institutional Seller is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation.

2.	Each Institutional Seller has the requisite power and authority to enter into, and to perform its obligations under, this agreement and the other Transaction Documents to which it is a party.

3.	The obligations of each Institutional Seller under this agreement and the other Transaction Documents to which it is a party will, when delivered, constitute binding obligations of the relevant Institutional Seller in accordance with their respective terms.

Each Institutional Seller is the sole registered holder of and is entitled to sell and transfer the full legal and beneficial ownership of the Sale Shares set out opposite its respective name in Part 1 of Schedule 1 to the Buyer free from Encumbrances and with all rights attaching thereto on the terms set out in this agreement.

5.	None of the Institutional Sellers is insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other applicable insolvency legislation applicable to it or has entered into any scheme of arrangement or voluntary arrangement with any of its creditors.

6.	The execution and delivery of, and the performance by the Institutional Seller of its obligations under, this agreement and the other Transaction Documents to which it is a party will not constitute or result in a conflict, breach or default under any of the following:

6.1	any agreement or instrument to which either the Institutional Seller is a party or is bound;

6.2	any order, judgment, decree, statute, rule, governmental regulation or other restriction applicable to it; or

6.3	any provision of the constitutional documents or by-laws of that Institutional Seller.

PART 2 – SELLER WARRANTIES OF THE INDIVIDUAL SELLERS

1.	Each Individual Seller has the requisite power and authority to enter into, and to perform its obligations under, this agreement and the other Transaction Documents to which it is a party.

2.	The obligations of the Individual Seller under this agreement and the other Transaction Documents to which it is a party will, when delivered, constitute binding obligations of the relevant Individual Seller in accordance with their respective terms.

Each Individual Seller is the sole registered holder of and is entitled to sell and transfer the full legal and beneficial ownership of the Sale Shares set out opposite its respective name in Appendix 1 and Appendix 2 (as applicable) to the Buyer free from Encumbrances and with all rights attaching thereto on the terms set out in this agreement.

PAGE 30

4.	None of the Individual Sellers is insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other applicable insolvency legislation applicable to it or has entered into any scheme of arrangement or voluntary arrangement with any of its creditors.

5.	The execution and delivery of, and the performance by the Individual Sellers of their obligations under, this agreement and the other Transaction Documents to which it is a party will not constitute or result in a conflict, breach or default under any of the following:

5.1	any agreement or instrument to which either Individual Seller is a party or is bound;

5.2	any order, judgment, decree, statute, rule, governmental regulation or other restriction applicable to it; or

5.3	any provision of the constitutional documents or by-laws of that Individual Seller.

PART 3 – SELLER WARRANTIES OF THE TRUSTEE

1.	The Trustee is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation.

2.	The Trustee has the requisite power and authority to enter into, and to perform its obligations under, this agreement and the other Transaction Documents to which it is a party.

3.	The obligations of the Trustee under this agreement and the other Transaction Documents to which it is a party will, when delivered, constitute binding obligations of the Trustee in accordance with their respective terms.

The Trustee is the sole registered holder of the Sale Shares set out in Part 3 of Schedule 1. The Trustee holds 1,904,730 Sale Shares as nominee for the individual participants in the ESPS. The Trustee has been granted full authority to sell and transfer the full legal and beneficial ownership of the Sale Shares set out in Part 3 of Schedule 1 to the Buyer free from Encumbrances and with all rights attaching thereto on the terms set out in this agreement.

5.	The Trustee is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other applicable insolvency legislation applicable to it nor has it entered into any scheme of arrangement or voluntary arrangement with any of its creditors.

6.	The execution and delivery of, and the performance by the Trustee of its obligations under, this agreement and the other Transaction Documents to which it is a party will not constitute or result in a conflict, breach or default under any of the following:

6.1	any agreement or instrument to which the Trustee is a party or is bound;

6.2	any order, judgment, decree, statute, rule, governmental regulation or other restriction applicable to it; or

6.3	any provision of the constitutional documents or by-laws of the Trustee.

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SCHEDULE 4

COMPLETION ACCOUNTS

1.	DEFINITIONS

The definitions in this paragraph apply in this Schedule 4.


“Accounting Policies”		means the accounting principles, practices, policies and procedures set out in paragraph 4 of this Schedule 4;

“Buyer’s Accountants”		means such accountants as the Buyer may appoint to assist it with the preparation of the Completion Accounts;

“Completion Accounts”		means: (i) the balance sheet of the Company (on a consolidated basis), as at the Completion Accounts Date, stating the amount of the Net Tangible Assets prepared in accordance with and subject to the provisions of this Schedule; and (ii) a statement of the Net Tangible Assets Amount;

“Completion Accounts Date”		means 31 March 2014;

“Draft Completion Accounts”		means a draft of the Completion Accounts prepared in accordance with the requirements of this Schedule 4;

“Expert”		means a person appointed in accordance with Schedule 5 to resolve any dispute arising in the preparation of the Completion Accounts;

“Net Tangible Assets”		means the Tangible Assets of the Company (on a consolidated basis) minus the liabilities of the Company (on a consolidated basis) as shown in the Completion Accounts;

“Oval Accounting Policies Note”		the note setting out the Company’s general accounting policies and the Accounting Policies in the agreed form and as appended to this agreement as Appendix 3;

“Tangible Assets”		means all assets of the Company other than (i) goodwill and (ii) intangible assets; and

“UK GAAP”		means generally accepted accounting principles applied in the UK, incorporating Statements of Standard Accounting Practice, Financial Reporting Standards and Urgent Issues Task Force Abstracts issued by the Accounting Standards Board and Technical Releases issued by ICAEW in each case as in force at the date of this agreement.

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2.	PREPARATION OF COMPLETION ACCOUNTS

2.1	The Buyer shall prepare and deliver to the Institutional Sellers’ Representative and the Sellers’ Representative the Draft Completion Accounts within 45 Business Days of Completion.

2.2	The Warrantors shall give such assistance and access to information as the Buyer and, if required by the Buyer, the Buyer’s Accountants may reasonably require to enable them to prepare the Draft Completion Accounts within the period referred to in paragraph 2.1.

2.3

The Institutional Sellers’ Representative and the Sellers’ Representative shall ensure that, within 20 Business Days starting on the day after delivery of the Draft Completion Accounts to the Institutional Sellers’ Representative and the Sellers’ Representative, the Institutional Sellers’ Representative and the Sellers’ Representative shall submit to the Buyer a report stating whether or not they agree with the Completion Accounts (and in the case of disagreement, the areas of dispute). The Buyer shall be entitled to share any such report with and enlist the assistance of the Buyer’s Accountants in order to review and respond to any such report.

2.4	If the Institutional Sellers’ Representative and the Sellers’ Representative agree the Draft Completion Accounts, the Draft Completion Accounts shall become the Completion Accounts and shall become final and binding on the parties for the purpose of this agreement.

2.5

If the Institutional Sellers’ Representative and the Sellers’ Representative disagree with the Draft Completion Accounts, the Institutional Sellers’ Representative and the Sellers’ Representative shall endeavour to agree any matter in dispute with the Buyer. If the matter in dispute is resolved by agreement between the parties, the Buyer (or the Buyer’s Accountants, on behalf of the Buyer) and the Institutional Sellers’ Representative and the Sellers’ Representative shall certify the Draft Completion Accounts (subject to any amendment agreed between the parties) as being the Completion Accounts and they shall become final and binding on the parties for the purpose of this agreement.

2.6

If the parties are unable to resolve any disagreement within seven Business Days of the delivery of the report of the Institutional Sellers’ Representative and the Sellers’ Representative to the Buyer and, if required by the Buyer, the Buyer’s Accountants, the disagreement shall be referred to an Expert in accordance with Schedule 5.

2.7	The Buyer shall bear the costs of preparation of the Draft Completion Accounts. Each party shall be responsible for its own costs in respect of the negotiation and agreement of the Draft Completion Accounts and the Completion Accounts.

3.	BASIS OF COMPUTATION

3.1	The Completion Accounts shall:

3.1.1

be prepared in accordance with the Accounting Policies;

3.1.2

where the treatment in paragraph 3.1.1 is not applicable, be prepared in accordance with the accounting principles, practices, policies and procedures adopted by the Company in the audited consolidated financial statements of the Company for the year ended 31 May 2013, as such policies are more particularly described in the Oval Accounting Policies Note; and

PAGE 33

3.1.3

where the treatment in paragraphs 3.1.1 or 3.1.2 is not applicable, in accordance with UK GAAP.

3.2

For the avoidance of any doubt, in the event of any conflict between the application of paragraphs 3.1.1, 3.1.2 and 3.1.3, the application of paragraph 3.1.1 shall take precedence over that in paragraphs 3.1.2 and 3.1.3, and the application of paragraph 3.1.2 shall take precedence over that in paragraph 3.1.3.

3.3	The Completion Accounts shall:

3.3.1

only take account of information available to the parties at Completion and not take account of any event happening after Completion save where expressly required in this Schedule 4; and

3.3.2

shall be prepared as if the Group Companies had remained under the ownership of the Sellers, the Dragged Sellers and the Deferred Dragged Sellers save where expressly required in this Schedule 4.

4.	ACCOUNTING POLICIES

4.1	Without prejudice to the generality of paragraphs 2 and 3 of this Schedule 4, in determining the Completion Accounts as at the Completion Accounts Date, the following adjustments/provisions shall be made:

4.2	There will be a deduction from Net Tangible Assets of £6,750,000;

4.3	There will be an adjustment/provision as set out in the “Completion Balance Sheet” boxes in the Oval Accounting Policies Note;

4.4	There will be an adding-back of an amount equivalent to the Outstanding Indebtedness and the Redemption Amount.

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SCHEDULE 5 - EXPERT

1.	An Expert is a person appointed in accordance with this Schedule 5 to resolve a dispute arising in relation to the Completion Accounts.

2.	The Buyer and the Institutional Sellers’ Representative shall agree on the appointment of an independent Expert.

If the Buyer and the Institutional Sellers’ Representative are unable to agree on an Expert within seven business days of either party serving details of a suggested Expert on the other, either party may request the President for the time being of the Institute of Chartered Accountants in England & Wales to appoint an independent chartered accountant (who shall not be the auditor of either the Company or the Buyer) as the Expert.

4.	The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

5.	If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by paragraph 4, then:

(a)

either the Buyer or the Institutional Sellers’ Representative may apply to the President for the time being of the Institute of Chartered Accountants in England & Wales to discharge the Expert and to appoint an independent chartered accountant (who shall not be the auditor of either the Company or the Buyer) as the replacement Expert; and

(b)

this Schedule 5 applies in relation to the new Expert as if he were the first Expert appointed.

6.	All matters under this Schedule 5 shall be conducted, and the Expert’s decision shall be written, in the English language.

The Buyer and the Institutional Sellers’ Representative are entitled to make submissions to the Expert including oral submissions and shall provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

To the extent not provided for by this paragraph, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination.

The Buyer and the Institutional Sellers’ Representative shall, with reasonable promptness, supply each other with all information and give each other party access to all documentation and personnel as each other party reasonably requires to make a submission under this Schedule 5. Each party shall be entitled to respond to any queries reasonably raised by the Expert. Such response shall be in writing and delivered to the Expert with a copy to the other party.

10.

The Expert shall act as an Expert and not as an arbitrator. The Expert shall determine the amount of Net Tangible Assets which may include any issue involving the interpretation of any provision of this agreement, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud.

PAGE 35

11.

The Buyer and the Institutional Sellers’ Representative shall each bear its own costs in relation to the Expert save for the Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) which shall be borne by the parties as the Expert shall determine.

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SCHEDULE 6 - RETENTION ACCOUNT

1.	DEFINITIONS

The definitions in this paragraph apply in this agreement.


“Due Amount”		means the amount due to the Buyer in relation to a Substantiated Claim (it being acknowledged that the Due Amount in relation to a Fully Diluted Share Capital Claim shall be such amount which would have been payable by the Buyer to the relevant third party had it: (i) been at the time of execution of this agreement been registered as a member of the Company or, as the case may be, a holder of a right to subscribe for shares in the capital of the Company with an exercise price or conversion price of less than £2.25 per share and (ii) transferred its shares under the terms of this agreement or the Drag Notices / Deferred Drag Notices);

“Fully Diluted Share Capital Claim”		means a claim from a third party who is as at the time of execution of this agreement neither registered as a member of the Company or a holder of a right to subscribe for shares in the capital of the Company with an exercise price or conversion price of less than £2.25 per share, that it should have been so registered;

“Release Date”		means the date falling thirty six calendar months from the Completion Date;

“Relevant Claim”		means a Warranty Claim and/or a Tax Claim under the Deed of Warranty or a Fully Diluted Share Capital Claim; and

“Substantiated Claim”		means a Relevant Claim in respect of which liability is admitted or agreed in writing by the Warrantors or has been determined by a court of competent jurisdiction in respect of which no appeal has been lodged or from which it is not possible to appeal.

2.	APPLICATION OF THIS SCHEDULE

No amount shall be released out of the Retention Account otherwise than in accordance with this Schedule 6.

PART 1 – NET ASSET RETENTION

1.	ADJUSTMENTS TO PURCHASE PRICE

1.1	Where there is a Consideration Surplus, the Buyer, the Institutional Sellers’ Representative and the Sellers’ Representative shall as soon as reasonably practicable and in any event within the period set out in clause 5.3 instruct the Escrow Agents to:

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1.1.1

pay to the Sellers’ Solicitors the Sellers’ Initial Proportion of the Net Asset Retention;

1.1.2

pay to Allianz’s Solicitors Allianz’s Initial Proportion of the Net Asset Retention;

1.1.3

pay to the Company the Dragged Sellers’ Initial Proportion of the Net Asset Retention; and

1.1.4

pay the Deferred Dragged Sellers’ Initial Proportion of the Net Asset Retention (being the balance of the Net Asset Retention) to the Final Adjustment Account.

1.2	In the event that any amount is due to the Buyer pursuant to clause 5.2, the Buyer, the Institutional Sellers’ Representative and the Sellers’ Representative shall as soon as reasonably practicable instruct the Escrow Agents to pay:

1.2.1

to the Buyer out of the Retention Account the lesser of the Consideration Deficit and the amount standing to the credit of the Retention Account (excluding the amount of the Deed of Warranty Retention); and

1.2.2

to the extent there is a Net Asset Retention Balance:

28.2.1.1

to the Sellers (other than Allianz), the Sellers’ Initial Proportion of the balance of the Net Asset Retention Balance, such payment to be paid to the Sellers’ Solicitors; and

28.2.1.2

to Allianz, Allianz’s Initial Proportion of the balance of the Net Asset Retention Balance, such payment to be paid to Allianz’s Solicitors;

28.2.1.3

to the Company, the Dragged Sellers’ Initial Proportion of the balance of the Net Asset Retention Balance for the benefit of the Dragged Sellers (and the Company hereby agrees to remit such balance to the Dragged Sellers in accordance with the Company’s Articles); and

28.2.1.4

to the Final Adjustment Account, the Deferred Dragged Sellers’ Initial Proportion of the balance of the Net Asset Retention.

1.3	Payment of a balance from the Retention Account in accordance with paragraph 1.2 shall be deemed to be a reduction of the Net Asset Retention but shall not affect the balance of the Deed of Warranty Retention.

PART 2 – DEED OF WARRANTY RETENTION

1.	DUE AMOUNTS

1.1

The Buyer may at any time or times set off any Due Amount against the balance standing to the credit of the Retention Account up to the amount of the Deed of Warranty Retention and such Due Amount taken out of the Retention Account shall ultimately be deemed to be borne by the Sellers (other than Allianz), Allianz, the Dragged Sellers and the Deferred Dragged Sellers in their respective Final Proportions.

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1.2

In exercise of its right under paragraph 1.1, the Buyer shall serve written notice on the Sellers’ Representative and the Institutional Sellers’ Representative of its rights in respect of the relevant Due Amount and the Buyer, the Sellers’ Representative and the Institutional Sellers’ Representative shall instruct the Escrow Agents to pay to the Buyer out of the Retention Account the lesser of the Due Amount and the amount standing to the credit of the Retention Account (excluding the amount of the Net Asset Retention).

2.	RETAINED AMOUNTS

2.1

The Buyer may, in accordance with paragraphs 2.2 to 2.6 below and subject to such notifications being given prior to the Release Date, notify the Sellers’ Representative and the Institutional Sellers’ Representative of its reasonable estimation of the amount of any liability in respect of (a) any bona fide Relevant Claim or (b) any right to recover any sum from a third party (other than the underwriter of the W&I Policy) in respect of a matter which could give rise to a Warranty Claim which the Buyer is pursuing against that third party in accordance with paragraph 7.1 of Schedule 5 of the Deed of Warranty, and, subject to paragraphs 2.2 to 2.6 below, require that such amount is retained in the Retention Account notwithstanding the Release Date, pending such Relevant Claim becoming a Substantiated Claim or agreement or determination that the Relevant Claim will not be or become a Substantiated Claim (a “ Retained Amount ”).

2.2

No withholding of a Retained Amount shall be permitted by the Buyer unless the Buyer has provided written notice thereof to the Institutional Sellers’ Representative and the Sellers’ Representative (a “ Retained Amount Notice ”). The Institutional Sellers’ Representative and the Sellers’ Representative shall be entitled (acting jointly) within 10 Business Days of the Buyer having served a Retained Amount Notice to give notice to the Buyer stating that it requires the exercise by the Buyer of its rights in respect of the Retained Amount in question pursuant to paragraph 2.1, to be referred for decision to a Queen’s Counsel in England and Wales (of at least 10 years standing and experience in commercial law) (“ Queen’s Counsel ”).

2.3

The Queen’s Counsel referred to in paragraph 2.2 above shall be nominated jointly by the Buyer and the Institutional Sellers’ Representative and the Sellers’ Representative (or in default of agreement by the Chairman for the time being of the Bar Council of England and Wales) and shall be instructed to act as expert and not as arbitrator and to opine on the merits and the quantum of the Relevant Claim in question and as to whether there is a reasonable prospect that such liability or Relevant Claim may be established by judgement in favour of the Buyer in relation to such liability or Relevant Claim. For the purposes of paragraph 2.3, a ‘reasonable prospect’ is one with greater than 50% likelihood of success and, for the avoidance of doubt, in the case of contingent liabilities, the Queen’s Counsel’s decision on the Retained Amount shall be made on the same basis and on the assumption that the contingent liability will become an actual liability.

2.4

The Queen’s Counsel shall be entitled to seek the opinion of an expert in relation to all financial, accounting and actuarial matters provided always that the Institutional Sellers’ Representative and the Sellers’ Representative and the Buyer shall be entitled to make representations to the Queen’s Counsel for the purposes of this paragraph 2.4 including as to the identity of the expert, and shall, to the extent within their control, on request by either the Buyer or the Institutional Sellers’ Representative and Sellers’ Representative, supply to each other or provide reasonable access to copies of supporting non-privileged documentation relating to the Relevant Claim and dispute in question to the extent available in support of such representations.

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2.5

The decision of the Queen’s Counsel regarding the reasonableness of the Buyer’s estimation of the Relevant Claim underlying a Retained Amount shall be conclusive and shall bind the Sellers and the Buyer and the method of proceeding in reference to the Queen’s Counsel shall be determined by the Queen’s Counsel in his absolute discretion and the Buyer and the Institutional Sellers’ Representative and the Sellers’ Representative shall observe and perform any directions which the Queen’s Counsel may give and shall be bound by any decision which he may make consequent upon any failure to observe and perform any such directions. Costs shall be borne as the Queen’s Counsel directs.

2.6	To the extent that:

2.6.1

the Queen’s Counsel should decide that any part of the Retained Amount was in excess of a reasonable estimate of the amount of the liability in respect of such Relevant Claim or that there is no reasonable prospect of a judgement in favour of the Buyer in relation to such Relevant Claim; or

2.6.2

the Buyer and the Institutional Sellers’ Representative and the Sellers’ Representative agree that any part of the Retained Amount was in excess of a reasonable estimate of the amount of the liability in respect of such Relevant Claim,

then such amount shall be dealt with in accordance with paragraph 3.1 below.

3.	RELEASES

3.1

Subject as otherwise provided by this Schedule 6 and provided that no Retained Amount Notice has been validly served pursuant to paragraph 2.2 prior to the Release Date the amount (if any) standing to the credit of the Retention Account (including any accrued interest earned on the amount in the Retention Account but less any applicable bank charges) on the Release Date shall be released to the Sellers’ Solicitors for the benefit of the Sellers (other than Allianz), to Allianz’s Solicitors for the benefit of Allianz, and to the Company for the benefit of the Dragged Sellers and the Deferred Dragged Sellers in their respective Final Proportions.

3.2

If a bona fide Relevant Claim has been notified by the Buyer to the Sellers’ Representative and the Institutional Sellers’ Representative in accordance with paragraph 2 above prior to the Release Date then, subject to paragraph 2 above such amount as is equal to the credit balance of such account on the Release Date less an amount equal to all Relevant Claims in respect of which a Retained Amount Notice has been served shall be released from the Retention Account in accordance with paragraph 3.1 and the balance of the Retention Account (if any) shall be retained in that account until released in accordance with paragraph 2 of this Schedule 6.

3.3	Following:

3.3.1

determination or agreement of all Relevant Claims and the satisfaction of all Due Amounts in respect of such Substantiated Claims outstanding (if any) on or after the Release Date; or

3.3.2

determination by the Queen’s Counsel or agreement between the Buyer and the Institutional Sellers’ Representative and the Sellers’ Representative on or after the Release Date that any part of the Retained Amount was in excess of a reasonable estimate of the amount of the liability in respect of such Relevant Claim,

PAGE 40

the Buyer and the Institutional Sellers’ Representative and the Sellers’ Representative shall instruct the Escrow Agents to forthwith pay any balance of such Retained Amount standing to the credit of the Retention Account, less an amount equal to any Retained Amount validly withheld in accordance with paragraph 2, to the Sellers’ Solicitors for the benefit of the Sellers (other than Allianz), to Allianz’s Solicitors for the benefit of Allianz, and to the Company for the benefit of the Dragged Sellers and the Dragged Deferred Sellers in their respective Final Proportions.

4.	GENERAL

Payment of any balance from the Retention Account in accordance with paragraph 1, 3.1 or 3.3 shall be deemed to be a reduction of the Deed of Warranty Retention but shall not affect the balance of the Net Asset Retention.

PART 3 - GENERAL

1.	INTEREST, CHARGES AND TAXATION

1.1	Any interest that may accrue on the credit balance on the Retention Account shall be credited to the Retention Account and any payment of principal out of the Retention Account shall include a payment of the interest earned on such principal sum by the Retention Account.

1.2	The liability to taxation on any interest on any amount in the Retention Account shall be borne by the party ultimately entitled to that amount.

1.3	Any payments made out of the Retention Account shall be made net of any applicable bank charges.

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SCHEDULE 7 - FINAL ADJUSTMENT OF CONSIDERATION

1.	DEFINITIONS

The definitions in this paragraph apply in this agreement.


“Allianz’s Final Proportion”		means the percentage calculated in accordance with paragraph 3.4;

“Calculation Date”		means the fifth Business Day following the sixth month anniversary of the Completion Date;

“Calculation Date Issued Share Capital”		means the number of Ordinary Shares in issue at the Calculation Date;

“Deferred Dragged Sellers’ Exercise Proportion”		means the percentage calculated in accordance with paragraph 2 below;

“Deferred Drag Shares”		means the number of Ordinary Shares issued to Optionholders who exercise their Options following Completion;

“Deferred Dragged Sellers Final Proportion”		means the percentage calculated in accordance with paragraph 3.1;

“Dragged Sellers Final Proportion”		means the percentage calculated in accordance with paragraph 3.2;

“Sellers’ Final Proportion”		means the percentage calculated in accordance with paragraph 3.3; and

“Total Outstanding Options”		means the number of Ordinary Shares over which Options have been granted which have not been exercised prior to or on Completion.

2.	CALCULATION OF DEFERRED DRAGGED SELLERS’ EXERCISE PROPORTION

The Deferred Dragged Sellers Exercise Proportion shall be a percentage calculated as follows:


A		X 100 = D
B		X 100 = D

Where:

A = Deferred Drag Shares;

B = the Total Outstanding Options; and

D = the Deferred Dragged Sellers Exercise Proportion.

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3.	CALCULATION OF FINAL PROPORTIONS

3.1	The Deferred Dragged Sellers’ Final Proportion shall be a percentage calculated as follows:


C		X 100 = E
D		X 100 = E

Where:

C = Deferred Drag Shares;

D = the Calculation Date Issued Share Capital; and

E = the Deferred Dragged Sellers Final Proportion.

3.2	The Dragged Sellers’ Final Proportion shall be a percentage calculated as follows:


F		X 100 = H
G		X 100 = H

Where:

F = the Ordinary Shares which are acquired by the Buyer pursuant to the Drag Notices;

G = the Calculation Date Issued Share Capital; and

H = the Dragged Sellers Final Proportion.

3.3	The Sellers’ Final Proportion shall be a percentage calculated as follows:


I		X 100 = K
J		X 100 = K

Where:

I = Sale Shares (which for these purposes excludes the Deferred Shares and less the number of Sale Shares sold by Allianz pursuant to this agreement);

J = the Calculation Date Issued Share Capital; and

K = the Sellers Final Proportion.

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3.4	Allianz’ Final Proportion shall be a percentage calculated as follows:


L		X 100 = N
M		X 100 = N

Where:

L = number of Sale Shares (which for these purposes excludes the Deferred Shares) sold by Allianz pursuant to this agreement;

M = the Calculation Date Issued Share Capital; and

N = Allianz’s Final Proportion.

4.	FINAL ADJUSTMENT OF CONSIDERATION

4.1	On the Calculation Date the Buyer shall provide to the Institutional Sellers’ Representative and the Sellers’ Representative a notice specifying:

4.1.1

the Deferred Dragged Sellers Exercise Proportion;

4.1.2

the Sellers’ Final Proportion, Allianz’s Final Proportion, the Dragged Sellers’ Final Proportion and the Deferred Dragged Sellers’ Final Proportion; and

4.1.3

evidence of the number of Ordinary Shares which have been issued as a result of the exercise of Options since the Completion Date.

4.2	On the second Business Day following the Calculation Date the Buyer shall:

4.2.1

firstly, pay or procure payment from the Final Adjustment Account of the Deferred Dragged Sellers’ Exercise Proportion of the balance of the Final Adjustment Account to the Company for the benefit of the Deferred Dragged Sellers; and

4.2.2

secondly, pay or procure the payment of any balance of the Final Adjustment Account as follows:

(a)

to the Sellers (other than Allianz), the Sellers’ Final Proportion of the balance of the Final Adjustment Account;

(b)

to Allianz, Allianz’s Final Proportion of the balance of the Final Adjustment Account;

(c)

to the Company, the Dragged Sellers’ Final Proportion of the balance of the Final Adjustment Account; and

(d)

to the Company the Deferred Dragged Sellers’ Final Proportion of the balance of the Final Adjustment Account.

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Executed as a deed by
CALEDONIA INVESTMENTS PLC		/s/ Duncan Johnson
acting by a Director		Director
		Print name Duncan Johnson

in the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

Executed as a deed by
ALLIANZ HOLDINGS PLC		/s/ Mark Churchlow
acting by a Director		Director
		Print name Mark Churchlow

and Director / Secretary		/s/ Steven Hutchings
		Secretary
		Print name Steven Hutchings

Executed as a deed by
SUN ALLIANCE INSURANCE OVERSEAS LIMITED		/s/ John Michael Mills
acting by a Director		Director
		Print name John Michael Mills

in the presence of:
Witness signature		/s/ I. Mason
Witness name		I. Mason
Address		1 Plantation Place, 30 Fenchurch Street, London

PAGE 45


Executed as a deed by
ROYAL INSURANCE HOLDINGS PLC		/s/ John Michael Mills
acting by its attorney		Attorney
		Print name John Michael Mills

in the presence of:
Witness signature		/s/ I. Mason
Witness name		I. Mason
Address		1 Plantation Place, 30 Fenchurch Street, London

Signed as a deed by
RICHARD PHILLIP HODSON		/s/ Richard Phillip Hodson

In the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

Signed as a deed by
RICHARD PHILLIP HODSON as trustee of the OVAL SSAS		/s/ Richard Phillip Hodson

In the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

PAGE 46


Signed as a deed by
RICHARD PHILLIP HODSON as trustee of the RICHARD PHILLIP HODSON INTEREST IN POSSESSION TRUST		/s/ Richard Phillip Hodson

In the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

Signed as a deed by		/s/ Richard Phillip Hodson
RICHARD PHILLIP HODSON (as attorney for Ajmair Singh Bhullar, Amardip Singh Bhullar, Ujjal Singh Bhullar)

In the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

Signed as a deed by
PETER BLANC		/s/ Peter Blanc

In the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

PAGE 47


Signed as a deed by		/s/ Peter Blanc
PETER BLANC (as attorney for each of the Individual Sellers set out in Appendix 1 and Appendix 2)

In the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

Signed as a deed by
IAN STORY		/s/ Ian Story

In the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

Executed as a deed by
FRIARY INTERMEDIATE LIMITED		/s/ David Ross
acting by a Director		Director
		Print name David Ross
in the presence of:
Witness signature		/s/ Adam Porter
Witness name		Adam Porter
Address		MacFarlanes LLP, 20 Cursitor Street, London, EC4A 1LT

PAGE 48

Exhibit 10.45.1

ARTHUR J. GALLAGHER & CO.

FORM OF

PERFORMANCE SHARE UNIT GRANT AGREEMENT


Participant

Grant Date

Number of Performance Share Units subject to this Performance Share Unit Award

Performance Period

Earned Performance Share Units		The number of Earned Performance Share Units subject to this Performance Share Unit Award shall be based on achievement of the Performance Measures during the Performance Period pursuant to Section 3 of this Agreement.

Vesting Date		100% of the Earned Performance Share Units shall vest on the third anniversary of the Grant Date, provided the Participant remains continuously employed by the Company through the Vesting Date. However, in the event of the Participant’s Retirement, the vesting of the Earned Performance Share Units will be governed by Section 4(b) of this Agreement.

This Performance Share Unit Grant Agreement (this “ Agreement ”), effective as of the Grant Date shown above, between Arthur J. Gallagher & Co., a Delaware corporation (the “ Company ”), and the Participant named above, sets forth the terms and conditions of a grant of a performance unit award (this “ Performance Share Unit Award ”) under the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan (the “ Plan ”). This Performance Share Unit Award is subject to all of the terms and conditions set forth in the Plan and this Agreement. In the event of any conflict, the Plan will control over this Agreement. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

1. Performance Share Unit Award. The Company hereby grants to the Participant this Performance Share Unit Award for the Number of Performance Share Units specified above. Each Performance Share Unit represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the

Plan. The Number of Performance Share Units that become Earned Performance Share Units is based on the achievement of the Performance Measures described in Section 3 during the Performance Period described in Section 2.

2. Performance Period. The period of time during which the Performance Measures described in Section 3 must be met in order to determine the Number of Performance Share Units earned under this Performance Share Unit Award is the Performance Period specified above.

3. Performance Measures.

(a) The number of Earned Performance Share Units under this Performance Share Unit Award shall be determined by reference to the Performance Measures described in Schedule A attached hereto. If applicable, Schedule A sets forth the weightings and minimum, threshold and maximum levels of performance (the “ Performance Goals ”) with respect to the Performance Measures, as determined by the Compensation Committee in its sole discretion.

(b) Actual performance against the Performance Measures must be certified by the Compensation Committee in order for any portion of this Award to be earned under this Section 3. The Compensation Committee will certify the results of the Performance Measures as soon as reasonably practicable (the date of such certification, the “ Certification Date ”) after the Performance Period. Any portion of this Performance Share Unit Award that is eligible to be earned based on the Committee’s certification will be earned on the Certification Date. Any portion of this Performance Share Unit Award that is not eligible to be earned based on the Compensation Committee’s certification will terminate on the Certification Date.

4. Vesting; Termination and Retirement . Subject to Sections 4(a) and 4(b) below, Performance Share Units that are earned based on the achievement of the Performance Measures in Section 3 shall become vested on the Vesting Date shown above, which is the third anniversary of the Grant Date.

(a) Terminations of Employment Resulting in Forfeiture . In the event the Participant’s employment with the Company terminates for any reason (including Retirement) prior to the Certification Date or for any reason other than Retirement on or after the Certification Date and prior to the Vesting Date, then all Performance Share Units subject to this Performance Share Unit Award shall automatically terminate and be forfeited, cancelled and of no further force or effect.

(b) Retirement . In the event the Participant becomes Retirement Eligible prior to the Vesting Date, then 100% of the Earned Performance Share Units shall become immediately vested upon the date that the Participant becomes Retirement Eligible; provided, however, that only Earned Performance Share Units shall become vested under this provision. Notwithstanding any provision of this Agreement to the contrary, upon a Participant’s Retirement on or after the Certification Date but prior to the Vesting Date, payment shall continue to be made at the time and in the form set forth in Section 5. For

purposes of this Agreement, “Retirement” means the Participant’s voluntary Termination of Employment on or after the date he or she becomes Retirement Eligible. “ Retirement Eligible ” means the later of: (i) the date that the Participant attains age 55; or (ii) the date that is the two-year anniversary of the Grant Date.

5. Payment. As soon as practicable after the Vesting Date, but in no event after the last day of the calendar year in which the Vesting Date occurs, the Participant shall receive the number of shares of Common Stock equal to the product of: (a) the Number of Performance Share Units subject to this Performance Share Unit Award; and (b) the aggregate weighted percentage achievement of the Performance Measures determined pursuant to Section 3; provided, that if this calculation produces a fractional share, such fractional share shall be rounded up to the nearest whole share. For example, a Performance Share Unit Award for 1,000 Performance Share Units with a Performance Measure achievement level of 75% would result in delivery of 750 shares of Common Stock.

6. Dividend Equivalents . The Participant shall have no rights to any dividends or dividend equivalents on any of the Performance Share Units until the number of Earned Performance Share Units is determined following the end of the Performance Period. Following the end of the Performance Period, an account established by the Company on behalf of the Participant shall be credited with the amount of all dividends that would have been paid following the end of the Performance Period on the Earned Performance Share Units if such shares were actually held by the Participant (“Dividend Equivalents”). Such Dividend Equivalents shall be subject to the same vesting period applicable to the Earned Performance Share Units to which they relate. As soon as administratively practicable following the Vesting Date, but in no event later than 75 days following such date, any Dividend Equivalents shall be paid to the Participant in cash, without earnings thereon.

7. Change in Control. Upon the occurrence of a Change in Control, as defined in the Plan, this Agreement and all Performance Share Units awarded hereunder shall be governed by the Plan. If applicable, payment under this Section 7 shall be made as soon as administratively practicable following the Change in Control, but in no event later than 75 days thereafter.

8. Miscellaneous.

(a) Administration . Any action taken or decision made by the Company or the Compensation Committee or its delegates arising out of or in connection with the construction, administration, interpretation or effect of the Plan or this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding upon the Participant and all persons claiming under or through the Participant. By accepting this Award or other benefit under the Plan, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken or decision made under the Plan by the Company or the Compensation Committee or its delegates.

(b) Tax Withholding and Furnishing of Information . Upon the Vesting Date, or such earlier date on which the value of any Performance Share Units otherwise becomes includible in the Participant’s gross income for income tax purposes or on which taxes are otherwise payable, any taxes of any kind required by law to be withheld with respect to such Performance Share Units shall be satisfied by the Company withholding shares of Common Stock or cash otherwise deliverable or payable to the Participant pursuant to this Agreement or from other compensation payable by the Company to the Participant; provided, however, that the amount of any shares of Common Stock so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and foreign withholding obligations using the minimum statutory withholding rates for Federal, state, local and/or foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income, subject to any limitations as the Committee may prescribe and subject to applicable law, based on the Fair Market Value of the shares of Common Stock. The Company may, in the discretion of the Committee, provide for alternative arrangements to satisfy applicable tax withholding requirements in accordance with Section 6.5 of the Plan.

(c) Non-Transferability . Except as otherwise determined by the Compensation Committee in its sole discretion, the Participant’s rights and interests under this Performance Share Unit Award and the Plan may not be sold, assigned, transferred, or otherwise disposed of, or made subject to any encumbrance, pledge, hypothecation or charge of any nature. If the Participant (or those claiming under or through the Participant) attempt to violate this Section 8(c), such attempted violation shall be null and void and without effect, and the Company’s obligation to make any further payments hereunder shall terminate.

(d) No Right of Participation or Employment . The Participant shall not have any right to be employed, reemployed or continue employment by the Company or affect in any manner the right of the Company to terminate the employment the Participant with or without notice at any time for any reason without liability hereunder. The adoption and maintenance of the Plan shall not be deemed to constitute a contract of employment or otherwise between the Company and the Participant, or to be a consideration for or an inducement or condition of any employment.

(e) Rights as Stockholder . Unless and until shares of Common Stock are issued to the Participant under this Agreement, nothing in this Agreement or the Plan shall be interpreted or construed as giving the Participant any rights as a stockholder of the Company or any right to become a stockholder of the Company.

(f) Clawback, Forfeiture or Recoupment . Any shares of Common Stock paid to the Participant under this Performance Share Unit Award will be subject to the Company’s compensation recovery policy, as well as any other or additional “clawback,” forfeiture or recoupment policy adopted by the Company after the date of this Agreement.

(g) Section 409A . This Agreement and the payment of the Performance Share Unit Award hereunder are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated and other official guidance issued thereunder (“Section 409A”), so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participant. This Agreement and the Performance Share Unit Award shall be administered and interpreted in a manner consistent with this intent and the Company’s Policy Regarding Section 409A Compliance. If the Company determines that it has failed to comply with the requirements of Section 409A, the Company may, in its sole discretion, and without the Participant’s consent, amend this Agreement to cause it to comply with or be exempt from Section 409A.

(h) Governing Law . This Agreement, this Performance Share Unit Award and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


ARTHUR J. GALLAGHER & CO.

By:

PARTICIPANT

[Signed Electronically]

Grant accepted on [Acceptance Date]

[PERFORMANCE SHARE UNIT GRANT AGREEMENT]

PERFORMANCE SHARE UNIT GRANT AGREEMENT

ARTHUR J. GALLAGHER & CO.

SCHEDULE A


		Performance Goals
Performance Measure	Weighting	Minimum	Target	Maximum
EBITAC growth	[ ]%	[ ]%	[ ]%	[ ]%

For purposes of this Agreement, EBITAC shall be defined as earnings from continuing operations for the Company’s brokerage and risk management reporting segments before interest, taxes, amortization and change in estimated acquisition earn-out payables.

The target award is 100%. To achieve the target award, EBITAC growth of [ ]% must be achieved. Achievement below [ ]% will result in the following percentages of Earned Performance Share Units:

•

Less than [ ]% EBITAC growth – [ ]%

•

[ ]% EBITAC growth – [ ]%

•

[ ]% EBITAC growth – [ ]%

If the actual performance certified by the Compensation Committee falls between the percentages specified above, the number of Earned Performance Share Units under this Performance Share Unit Award will be calculated using straight-line interpolation, and will be rounded down to the nearest whole number of Performance Share Units.

Exhibit 15.1

Board of Directors and Stockholders

Arthur J. Gallagher & Co.

We are aware of the incorporation by reference in the Registration Statements (Form S-8, No. 333-87320 and Form S-8, No. 333-106535) pertaining to the Arthur J. Gallagher & Co. 1988 Nonqualified and Non-Employee Directors’ Stock Option Plans, in the Registration Statement (Form S-8, No. 333-106534) pertaining to the Arthur J. Gallagher & Co. Employee Stock Purchase Plan, in the Registration Statement (Form S-8, No. 333-106539) pertaining to the Arthur J. Gallagher & Co. Restricted Stock Plan, in the Registration Statement (Form S-8, No. 333-159150) pertaining to the Arthur J. Gallagher & Co. 2009 Long-Term Incentive Plan, in the Registration Statement (Form S-8, No. 333-174497) pertaining to the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan, in the Registration Statements (Form S-4, No. 333-152710, Form S-3, No. 333-166533, Form S-4, No. 333-188651 and Form S-3, No. 333-192437), and in the related Prospectuses, of our report dated April 24, 2014 relating to the unaudited consolidated interim financial statements of Arthur J. Gallagher & Co. that is included in its Form 10-Q for the quarter ended March 31, 2014.

/s/ Ernst & Young LLP

Ernst & Young LLP

Chicago, Illinois

April 24, 2014

Exhibit 31.1

Rule 13a-14(a) Certification of Chief Executive Officer

I, J. Patrick Gallagher, Jr., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Arthur J. Gallagher & Co.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 24, 2014

/s/ J. Patrick Gallagher, Jr.

J. Patrick Gallagher, Jr.

President and Chief Executive Officer

(principal executive officer)

Exhibit 31.2

Rule 13a-14(a) Certification of Chief Financial Officer

I, Douglas K. Howell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Arthur J. Gallagher & Co.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 24, 2014

/s/ Douglas K. Howell

Douglas K. Howell

Vice President

Chief Financial Officer

(principal financial officer)

Exhibit 32.1

Section 1350 Certification of Chief Executive Officer

I, J. Patrick Gallagher, Jr., the chief executive officer of Arthur J. Gallagher & Co., certify that (i) the Quarterly Report on Form 10-Q of Arthur J. Gallagher & Co. for the quarterly period ended March 31, 2014 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Arthur J. Gallagher & Co. and its subsidiaries.

Date: April 24, 2014

/s/ J. Patrick Gallagher, Jr.

J. Patrick Gallagher, Jr.

President and Chief Executive Officer

(principal executive officer)

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to Arthur J. Gallagher & Co. and will be retained by Arthur J. Gallagher & Co. and furnished to the Securities Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of Chief Financial Officer

I, Douglas K. Howell, the chief financial officer of Arthur J. Gallagher & Co., certify that (i) the Quarterly Report on Form 10-Q of Arthur J. Gallagher & Co. for the quarterly period ended March 31, 2014 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Arthur J. Gallagher & Co. and its subsidiaries.

Date: April 24, 2014

/s/ Douglas K. Howell

Douglas K. Howell

Vice President

Chief Financial Officer

(principal financial officer)