Arthur J. Gallagher & Co. (AJG) Earnings Call Transcript & Summary

Good morning, and welcome to the Arthur J. Gallagher & Co.'s quarterly investor meeting with management. [Operator Instructions] Today's call is being recorded. If you have any objections, you may disconnect at this time. Some of the comments made during this investor meeting, including answers given in response to questions, may constitute forward-looking statements within the meaning of the securities laws. These forward-looking statements are provided in the spirit of the SEC's request that companies provide investors with as much forward-looking information as possible in the midst of the COVID-19 crisis. They are subject to certain risks and uncertainties discussed during this meeting or described in the company's most recent Form 10-K filing. In particular, COVID-19 has created significant volatility, uncertainty and economic disruption that may impact our forward-looking statements. Actual results may differ materially from those discussed today, and the company undertakes no obligation to update these statements. It is now my pleasure to introduce J. Patrick Gallagher, Jr., Chairman, President and CEO of Arthur J. Gallagher & Co. Thank you, Mr. Gallagher. You may begin.

Good morning, and thank you for joining us today for our quarterly investor meeting. It's well over a year ago that we held one of these meetings in person. And while we have adapted the comments and formats to better suit a virtual environment, I'm hopeful we'll be seeing the investment community in person in the coming months. Earlier this month, we partially opened our global headquarters in Rolling Meadows. It is terrific to see people in the lobby, in the commons and in the halls. There's a real enthusiasm and a bounce in our step. Before I jump into my opening remarks, let me lay out the format of the meeting for you. After my comments, each of our business leaders will speak for 5 to 8 minutes describing their business while touching on current market factors, organic margins, the M&A pipeline and what we are seeing so far during the second quarter and the rest of the year. Then Doug Howell, our CFO, will wrap up with some financial commentary. Our prepared remarks should last around an hour in total, and then we will open up the line for Q&A for those of you who are dialed in. I'd like to start with our agreement to purchase certain Willis Towers Watson brokerage operations. Obviously, we would prefer all regulators approve the Aon-Willis combination expeditiously, but we've known there could be some hurdles. Regardless, as I've said, I believe this transaction accelerates our strategy on a number of fronts: our reinsurance offerings, geographic expansion, our industry niche practice groups, product verticals and our large-account risk management offerings. Most importantly, the 6,000 new colleagues, combined with our 34,000 associates, would further enhance our ability to deliver our clients' creativity, ideas, expertise and capabilities. It's exciting to think about the possibilities of what we can do as a combined organization, and we are looking forward to completing the transaction. And even with this opportunity, we remain committed to our 4 long-term operating priorities: first, to grow organically; second, to grow through mergers and acquisitions; third, to increase our productivity and improve our quality; and finally, to maintain our unique Gallagher culture. Let me start with organic. I'm extremely bullish about our prospects to deliver 2021 organic that is better than last year's level. I believe the global economy is poised for robust recovery through 2021 and into 2022. And our team is ready and energized to help clients navigate an evolving set of challenges to help businesses that are shifting from a preservation mindset back into a growth mode, whether it's the war for talent as the economy recovers, or ensuring new equipment, larger vehicle fleets or newly added properties, all while navigating rising loss costs, continued PC rate increases and more limited insurance capacity. And remember, while, by client count, we are weighted to the middle-market clients and compete day in and day out with the local and regional brokers, we also have really strong capabilities in the large-account and risk management space. Our leaders will walk you through the respective value propositions, but as I said before, I love our competitive position. Moving to our tuck-in merger and acquisition strategy, we expect 2021 to be another active year. Our growing global platform is a great fit for entrepreneurial owners looking to use our tools, data, market relationships and expertise to grow their businesses, support their current clients and advance their employees' careers. Gallagher can help them accomplish these objectives and more. When I look at our M&A pipeline, we have more than 30 term sheets signed or being prepared, representing approximately $250 million of annualized revenues. And we expect that to grow in the U.S., given the potential in capital gains tax increases. While we know that not all of these will close, we believe we will get our fair share. Each of our division leaders will go deeper into their business, but let me give you a global top-down perspective on 2 topics: first, the P/C rate environment; and second, I'll touch on new and lost business and exposure unit changes. P/C pricing continues to increase in nearly all geographies and product lines around the globe, and the increases we are seeing in April and May are similar to the first quarter of 2021. Capacity in certain lines can be tough to find, while terms and conditions remain difficult. And there continues to be a few pockets of the market that I would even describe as very hard, such as cyber, umbrella and D&O. By line of business, professional liability pricing overall remains the strongest, with rate increases of 13%; followed by property and casualty rates, both up around 9% globally; and workers' comp is now even up about 3% in the quarter. So the global P/C rate environment remains difficult. It is giving us some tailwinds. Looking forward, we don't see conditions that would indicate this rate environment will change significantly anytime soon. Insurance carriers are citing elevated natural catastrophes, impacts of the pandemic, social inflation, low investment returns and the potential for increased claim frequency as economies recover. So I think rate increases are likely to persist for some time. And we are seeing more and more economic activity across our client base. Customers are adding coverages and exposures to their existing policies. And through yesterday, second quarter policy endorsements are up nicely over last year and even better than 2019. That is a very bullish sign. On the benefits side, the improving employment situation should favorably impact our core health and welfare business, and we are starting to see some incremental HR consulting and other special project work. This is when our expertise, our creativity and our teams really shine, rebounding exposure units, firm global rates and a recovering but challenging employment environment. Our clients need a trusted adviser, and we can provide them with the very best insurance, consulting and risk management advice. So as I sit here today, I believe our full year 2021 Brokerage segment organic will be even better than the pre-pandemic 2019 organic. Turning to new business trends and retention. Here is what we are seeing in our P/C book of business through the first 2 months of the year. New business production remains excellent, in the double digits as a percentage of trailing revenue, 2 points better than the same period in 2020. Client retention remains nicely in the low to mid-90s for most of our retail P/C operations, 0.5 point better than second quarter 2020. So when combined with more favorable net midterm policy adjustments from audits, endorsements and full policy cancellations, it's setting up for a really great second quarter, with brokerage organic in the 5.5% to 6% range. So let me foreshadow some punchlines you'll hear from the team today. Our U.S. retail P/C leader, Mike Pesch, will tell you his business is performing very well. Retention and new business remain excellent. Rate increases are consistent with recent quarters. The exposure units are improving, and our M&A pipeline is growing. Tom Gallagher will tell you that our international P/C operations are performing extremely well, too. While June is a big month for us internationally, organic, through the first 2 months of the quarter, is better than first quarter, with growth across all regions, Canada, U.K., Australia and New Zealand, due to improving new business trends and a small tailwind from policy -- from positive policy endorsements. Then Joel Cavaness will tell you about the fantastic organic growth we are seeing in our domestic wholesale business. The open brokerage, MGA program and binding businesses are all seeing some really nice growth. However, open brokerage still leads the way with mid-teens organic. Rate increases are broadly consistent with the first quarter, and he's seeing exposure units increase and economic activity rebound. Bill Ziebell will then talk about our employee benefits and HR consulting business. We're seeing some favorable trends in our traditional medical, dental and vision benefit operations, thanks to an improving labor market. However, we are not seeing sharp increases since we are underweight in sectors like retail, leisure and hospitality. We're also seeing some growth in a few of our practice groups, including HR consulting. Looking forward, we expect our business will benefit from a recovering labor market and a pivot away from lower costs to try and to attract, to motivate and retain employers' workforces. Scott Hudson will walk you through our third-party claims administration business, Gallagher Bassett. He will tell you that the tougher pre-pandemic comps are now behind us, and second quarter organic is looking in the double digits. Rebound in employment, economic activity and our solid new business, combined with easier comparisons the rest of the year, should result in organic approaching 10% for the year. Then our CFO, Doug Howell, will bring it all together to tell you what we think this means for our second quarter and give you an update on how we see 2021 playing out. So from my vantage point as CEO, we are executing well. 2021 is setting up to be a better organic year than 2019 and 2020. I believe our productivity and quality initiatives will hold a lot of our harvested pandemic cost savings and our excellent expected 2021 organic improves our chances of expanding margins for the full year. Our M&A pipeline is robust, and we remain steadfast in our commitment to complete the acquisition of certain Willis brokerage businesses. Our unique Gallagher culture is as strong as ever, and the team is excited and energized to be coming back to -- back together in our offices. And while I would describe myself as an optimist, what an exciting time to be part of Gallagher. As I look across our business today, I believe we have never been better positioned to support our clients, compete for new ones and ultimately drive value for our stakeholders. I'll stop now and turn it over to Mike Pesch, who's going to discuss our U.S. retail P/C brokerage operations. Mike?

Thanks, Pat, and good morning, everyone. This is Mike Pesch, and I'm the leader of our U.S. retail property/casualty brokerage operations. Today, I'm going to focus on 3 topics: first, I'll start by providing a quick overview of the business; second, I'll discuss current P/C market conditions, including the rate environment; and third, I'll wrap up with some comments on April and May. So let me start with an overview of our U.S. retail P/C operations. In 2020, we generated about $1.7 billion of revenue, which positioned us as the third largest P/C retail broker in the country, according to Business Insurance. We placed more than $10 billion of premium annually through more than 150 offices and have more than 7,000 employees, including about 2,000 in our centers of excellence. Our operations predominantly serve middle to upper middle-market commercial clients, which means we are typically placing between $100,000 and $2.5 million of premium for each of our clients. That translates into roughly $10,000 and $250,000 of annual revenue per customer. We also have a nice large-account risk management client list and a decent-sized small commercial, personal lines and affinity customer base as well. Our middle-market clients typically don't have a dedicated risk management professional to evaluate risk and oversee the structure and purchase of their insurance coverages. And that's important because those businesses have needs for an outsourced risk manager, a trusted adviser for someone to only complete a transaction, placing insurance coverage on their behalf. That aligns very closely with our client value proposition called CORE360. It's the approach we take when we evaluate a client and prospect's risk management program. We focus on 6 key cost drivers of a company's total cost of risk, from program structure to coverage gaps to loss prevention. So CORE360 embeds Gallagher inside the client's business, and it's really how we are different as a broker. We find that this approach resonates with clients looking for a holistic risk management solution and advice. Our operations are organized around 30 niche practice groups, product and industry verticals where we have significant depth, expertise and specialized insights. We believe this specialization is a competitive advantage, allowing us to better understand the unique risk characteristics of our clients' business and tailor products and services to those industries. Our niche leaders support our producers and make sure that we're addressing distinct risks and challenges that those industries are facing. Take, for example, a higher education client. You can't simply provide substantial value to an account like this if you don't know anything about the operations and risks of a college or university. Ultimately, we think this tailored, in-depth approach to risk management benefits retention and drives new business over the long run. And our producers and niche practice leaders continue to leverage webinars, online industry discussions and product deep dives that are generating new revenue opportunities and client leads. So far, this year, through the end of May, we have hosted nearly 50 virtual webinars, including our virtual RIMS event called Navigating Now. It was a 6-part series that provided clients and prospects Gallagher's insights on critical risk management topics they need to know in 2021. We had a great turnout, with nearly 1,000 attendees. We are continuing to add on-demand content, podcast and webinars to our website, ajg.com. These include COVID-related topics like vaccine protocols or returning to the workplace. That's in addition to deep dives into claims and market trends in industry niches and products like transportation and D&O. These prerecorded sessions allow clients and prospects the ability to tap into our expertise any time, any day of the week. And producers are notified if a client or prospect engages with one -- with anyone on the online content. While our U.S. offices are in the initial stages of reopening, we continue to see engagements being done in a virtual environment. Remember, we have the internal tools to efficiently pool the right experts from anywhere around the globe. This approach, which is being driven by client preference, is allowing more of our niche leaders and product specialists to get in front of our clients, as our experts are spending less time traveling to in-person meetings and pitches. In Gallagher Drive, our data and analytics platform is being utilized more when engaging with our clients and is a growing differentiator relative to our competitors. Our producers are able to show clients and prospects deep insights around buying behavior of other Gallagher clients, including what coverage types and limits are being purchased. Prospects are now able to take Gallagher Drive for a test drive by visiting our website and entering in some basic information. Moving on to M&A. We have a long, successful track record, and M&A continues to be an important part of our growth strategy. Most of our tuck-in merger partners are the result of relationships that have been built at the local level, so we know these entrepreneurs well and understand their culture. We want the right fit so we take our time, looking for the right partners. Teams that want to be with Gallagher for the long term can grow and are already operating at attractive margins. And potential partners are drawn to our culture and the tools, expertise and resources that we can provide them. We typically target firms generating between $5 million and $10 million of annual revenues. And in 2020, we completed 11 U.S. retail mergers, with annualized revenues of about $100 million. Thus far, in 2021, we've completed 3 mergers. And with tough P/C market conditions and the potential for tax changes next year, our pipeline is poised to accelerate in the second half. In addition, we look forward to welcoming new retail colleagues in Houston and in San Francisco from 0the Aon-Willis divestiture, effectively 2 nice tuck-in opportunities that we are really excited about. Moving on to productivity and quality. Our operations are in fantastic shape. The strategic actions we have taken over the past decade have resulted in faster, leaner and a more productive organization, from our move onto a common agency management system to standardizing processes, streamlining workflow and further leveraging our centers of excellence. Through 2020 and so far in 2021, the team has done a great job growing our EBITDAC profits. While we did benefit and continue to benefit from the natural contraction of travel and entertainment expenses, our focus on operational excellence has been a significant driver of our EBITDAC growth. And we are using these operational improvements to fund investments in analytics, tools and new production talent, all geared towards growth over the long term. Now moving on to my second topic, the market and the U.S. retail pricing environment. U.S. market continues to be very challenging and is similar to late 2020. While not every difficult or hard market is the same, nearly every area and line of business is firm and even a few lines that are hard. Terms and conditions are tight, and finding significant capacity in some lines remains difficult. So far, second quarter price increases in the U.S. are similar to the past 2 quarters. For example, professional liability rates are up 14%; property is up in the double digits; casualty rates are up 8%; and even workers' compensation is up about 3%. Looking forward, it feels like overall U.S. rate increases should continue at a similar pace, given carriers' concerns of social inflation, increased natural catastrophe activity, still low interest rates and more difficult reinsurance conditions and the potential for increases in claim frequency. This is when we shine as an organization. Our job as brokers to help our clients mitigate price increases by shopping coverage and tailoring clients' programs with increasing deductibles or reduced limits to ensure their risk management programs fit their budget. And finally, I'll conclude with some specific thoughts from what we are seeing so far in the second quarter. Organic held up pretty well during 2020, about 4% to 4.5% for the year. And that resilience continued into the first quarter of 2021, with organic at about 5%. Based on what we are seeing, thus far, I think second quarter organic will be better than the first quarter. Underlying our view are the following trends from April and May. New business is up over 1 point and retention is similar to a year ago. Renewal premiums, which capture both rate and exposure, are higher relative to last year, with every major line of business showing year-over-year increases in renewal premium, thus far, in the second quarter. And lastly, midterm policy adjustments are showing really nice improvement over April and May 2020 levels. Most of the positive midterm adjustments are coming from policy endorsements as companies reset their coverage, which is a reflection of increased exposures and ultimately healthier and growing clients. So the business is very well positioned for the rest of 2021. Retention and new business levels remain excellent, rate increases are broadly consistent with recent quarters, and exposures appear to be improving off 2020 levels. And our client value proposition, combined with our superior service, is putting us in a position to consistently win and drive growth. I remain excited about our near-term and long-term prospects. Okay. I'll stop now and turn it over to Tom Gallagher, who is going to discuss our international P/C brokerage operations. Tom?

Thanks, Mike, and good morning to all of you on the call. My name is Tom Gallagher, and I lead our global property/casualty brokerage business. Mike just walked you through the U.S. retail, so I will tackle the international portion following a similar cadence: first, I'll dimension the business; then I'll move to the P&C market environment outside the U.S.; and finally, I'll close with some comments on the first 2 months of the second quarter. We finished 2020 with approximately $1.7 billion in international P/C revenues, and we placed more than $10 billion of premium on behalf of our clients. We have a diverse group of businesses internationally. And while we have about 300 offices in 50 different countries, our business is predominantly in the U.K., Canada, Australia and New Zealand. Like the U.S., our sweet spot is middle-market retail clients. However, we also have a really strong large-account Risk Management business, and that's in addition to small business, high-net worth personal lines and affinity clients. Also, outside the U.S., we have a leading London specialty broker and a reinsurance brokerage business called Gallagher Re. Let me break down our revenues by geography, starting with retail. In the U.K., we're a top 5 retail broker, generating about $400 million of revenue annually. Like our U.S. counterparts, we utilize a niche specialist network and have more than 75 offices across the country. Moving to Australia and New Zealand, combined, we have around $350 million of revenue annually. We are the largest retail broker in New Zealand and a top 5 broker in Australia. Jumping to Canada, we have about $200 million of revenue, with operations in 7 of the 10 provinces. Outside of our retail London specialty and reinsurance platforms, combined, there are another $500 million of annual revenue. Our international growth strategy, by design, mirrors the successful path of our U.S. business. Throughout our footprint, we are driving growth by leveraging our niches and best practices, working across geographies, identifying, quoting and integrating M&A opportunities and using our focus on operational excellence to fund investments in growth capabilities. We have found, in many instances, what our teams are doing at a particular geography can be tailored, applied and delivered to our retail clients anywhere around the world. For example, CORE360. Our U.S. go-to-market strategy has morphed into our global value proposition. And we are in the earlier innings of offering a smart market platform to carriers in the U.K., Canada, Australia. And our client data and analytics platform, Gallagher Drive, is being used more and more outside the U.S. It doesn't stop there either. Our cohesive global strategy allows us to further leverage content, insights and thought leadership. This is a key advantage of the smaller local brokers. These firms just can't match our offerings. We have also had really strong EBITDAC growth outside the U.S. over the past few years. Recently, that has been the direct result of the expense savings initiatives we put in place, the natural contraction of travel and entertainment expenses and further leverage to our centers of excellence. The ramp-up in our centers of excellence was planned and set in motion pre-COVID, and the team has done an excellent job accelerating and executing the plan. And while we think there will be long-term expense savings, more importantly, we think these actions will have positive implications for quality, which was the original reason we created the Gallagher Service Center. Moving to mergers and acquisitions. We continue to see a large number of merger opportunities outside the U.S. From our culture to support tools, our specialisms and access to data and analytics, our story is resonating with international entrepreneurs. And partnering with Gallagher can offer them great opportunities to grow their book of business, take their firms to the next level and give their employees career paths. We completed 4 international mergers this year so far, including Bollington in the U.K., which is integrating very nicely. And that is on top of mergers in Canada, Norway and Australia. We've also announced in April that we would be taking minority position in a specialist insurance broker, ACE, which will give us expertise and capabilities, primarily in the Middle East and North Africa region. And our international units are looking forward to joining forces with the Willis Towers Watson and the Gras Savoye professionals, too. Together, our ability to provide clients with the very best risk management products, advice and service will be further enhanced. And we plan on investing in the business and the talent to drive further growth across the platform. Moving to pricing environment. Let me walk you around the world. In U.K. retail, P/C pricing is increasing about 5%. Leading the way are casualty and professional liability, both in double digits. London, specialty price increases range from mid-to-high single digits in lines like marine, hull and cargo, upstream energy and aerospace manufacturers; to well into the double digits for lines like cyber, casualty, general aviation and construction. Australia, rate is up about 6%. Here, too, casualty and professional liability are seeing the strongest rate increases. New Zealand, rate is flattish overall, with package down mid-single digits and professional liability up mid-single digits. And finally, Canada, rate is about 10% overall, with almost every line showing increases. So let me finish up with some observations from the second quarter, thus far, focusing on renewal premium changes, which include both rate and exposure. Canada is seeing the highest premium changes, driven by professional liability and package lines. Moving to U.K. retail, we're seeing renewal premiums up in nearly all lines, in total, high single digits. Australia and New Zealand, renewal premiums are also higher year-over-year, caught mid-single digits. In terms of new business, retention and midterm policy adjustments, overall, 2 months into the second quarter of 2021, I'm seeing new business about 2 points better than last year, retentions a point lower and a small tailwind from the positive policy adjustment endorsements. In the U.K., retail is posting new business more than a couple of points better than last year, and retention trends are similar to a year ago. When I look at our London specialty operations, I'm seeing strong new business and retention is holding up well. Canada continues to perform extremely well on both new business and retention, but both are off a bit from last year's excellent levels. In Australia, new business and retention are both better than last year. And finally, New Zealand, the spread between new business and lost business improved by about 1.5% relative to 2020. So while June is a big month for our Australia and New Zealand businesses, I'm seeing second quarter organic of around 8%. Now that's a touch better than the first quarter and driven by the trends we've seen in April and May, great new business, strong retention, positive renewal premiums and favorable mid-term policy adjustments. In summary, our international business is performing extremely well. We're growing organically, growing through mergers, and the team remains focused on productivity gains and quality improvement. Needless to say, I am extremely optimistic about 2021 and beyond. Okay. I'll stop now and turn it over to Joel Cavaness, who's going to discuss our domestic wholesale brokerage operations, known as Risk Placement Services. Joel?

Thanks, Tom. Good morning, everyone. I'm Joel Cavaness, and I'm the leader of our U.S. property/casualty wholesale intermediary, Risk Placement Services, or RPS for short. Similar to Tom and Mike, my comments today will focus on 3 topics: first, I'll provide an overview of the business; second, I'll cover the wholesale pricing environment; and third, I'll wrap up with some observations related to the first 2 months of our second quarter. As many know, RPS was started from scratch in 1997 and has since grown to the fourth largest wholesale broker in the U.S. We have about 2,400 colleagues. We finished 2020 with approximately $450 million in annual revenue, and we place in excess of $4.5 billion of premium on behalf of our clients. Unlike the retail business, as a wholesaler, our customers are not businesses themselves, but rather independent agents and brokers that need our capabilities, products and our carrier relationships. About 75% of our business comes from agents and brokers unrelated to Gallagher, with the balance coming from Gallagher retailers. Let me walk you through our 3 key businesses: our open brokerage business, MGA programs and our standard lines aggregation. Starting with open brokerage here, we're helping retail insurance brokers who are having a difficult time placing a line of business, or they need access to a specialty coverage or carriers they don't have. We generally go into the market, we negotiate with our carriers on behalf of the retailer and their client. It's very specialized and can range from hard-to-place lines like flood, earthquake, coastal property; to casualty lines like long-haul trucking or liquor liability. Many times, these placements are complex, with multiple layers and multiple carriers involved. Then we have our MGA and program business. Here, we underwrite, we price, we bind, we collect the premium, and we issue the policies, but we don't take any underwriting risk. We have about 40 different programs, both commercial and personal lines, focusing on specific types of entities or coverages. Our commercial lines programs range from country clubs, to public entity, to amateur sports; and then in personal lines, programs include things like nonstandard auto, manufactured homes and low-value dwellings. Finally, we have a standard lines aggregation. This is where we provide retail agents access to admitted products from a particular carrier. For example, a local agency in a small town might not have a direct appointment with some of the larger insurance carriers. However, the agency can still access these carrier products through us. In essence, it gives that agency more and perhaps better insurance options for its customers. Our overall goal is to be a recognized leader in the intermediary market by providing a wide range of services across a large distribution platform. We compete with many different wholesalers and, ultimately, we win because of our speed of response, ease of doing business, product breadth and the strength of our carrier relationships. Mike told you that the U.S. retail property/casualty rates are increasing, capacity shrinking and terms and conditions are more difficult. This type of market makes RPS even more useful since retailers increasingly need our help to place their clients' coverage. And we're seeing more submissions and, thus, more new business opportunities in the current environment. The higher submission levels are also showing up in our e-commerce platform. Policy counts bound on the platform were up more than 30% during 2020. And that growth in policy counts is carrying over to 2021, with revenues here up about 25% year-to-date. Today, we offer thousands of retail agents more than 30 products on the platform. Recent product additions include home-based business and a technology, E&O and cyber coverage. We expect our product seat to continue to grow over time, making us even more of a one-stop shop for retailers. So outside of our leading digital strategy, we began offering our version of smart market to our E&S lines carrier partners, and we now have 4 insurers currently using the platform. We're also doing some exciting things with the robotics in our transportation units. Through the use of bots, we could take a submission and generate quotes from the 4 leading transportation insurance markets at the same time, increasing both our efficiency and our quote turnaround times. This process we're hoping to expand into other areas of the business in the future. So there are many exciting things happening inside of RPS. We, too, are a seasoned acquirer. RPS has completed more than 50 acquisitions since 2000, including 3 in 2020 and 1 so far in 2021. Merger and acquisition partners choose RPS because they realize we can make investments in people, in data, and we can certainly open doors to over 13,000 retailers. Our wide distribution, combined with the current E&S market conditions, driving an incredible amount of opportunities. We look for partners that fit us culturally, that can add expertise or products to our business and can provide us with incremental M&A opportunities. We don't spend much time on open brokerage wholesale opportunities. However, we are very interested in the MGA and program space. Today, our M&A pipeline remains strong. In fact, we've seen a plethora of opportunities in the program space, but quite frankly, we're passing on most of them, given their limited operating history. We strongly prefer mature programs that have a decade or more of experience with established risk partners. So moving on to the pricing environment. We're seeing at least a point or 2 more rate than what Mike has typically seen on the retail side. That's pretty typical for wholesalers. Generally, we see sharper rate changes in retailers. Our data is showing open brokerage rate increases of 13% in both April and May, which is pretty similar to the first quarter. This includes double-digit increases in cyber, property and professional liability. Now even our binding operations are seeing more rate, thus far, in the second quarter. The increases are up from low single digits last quarter to mid-single digits today. Here, too, property and professional liability are seeing the largest increases. Capacity remains tight, specifically for professional liability umbrella. The number of carriers willing to quote these lines of business continue to shrink. And those that ultimately do quote are reducing the limits they're offering. So overall, it's still a pretty difficult market overall. So let me give you a sense of what we're seeing so far through the first 2 months of the second quarter. First, premiums on renewal business are up nicely year-over-year. Within our open brokerage business, renewal premium increases continue to trend in the mid-teens. On the binding side, renewal premium increases are up high single digits. New business is up almost 3 points over last year, with binding new business production better than brokerage. Retention rates are also better relative to last year. What's even more exciting is the positive policy endorsements we're seeing. That tells me that our customers' businesses are growing. So to bring it all together, as we sit here today, I feel like second quarter organic will be significantly better than the 6% that we reported in the first quarter, call it, 9% to 10% range. I believe 2021 is setting up to be a great year for RPS. The economy is on the upswing. The rate environment remains consistent with recent quarters, and we're seeing additional opportunities due to some consolidation. That market backdrop, combined with our superior execution, service and all the great things we're doing with technology and data, we are in an excellent competitive position. I'm very bullish on 2021, and I'm extremely optimistic about our future. So I'm going to stop now. I'm going to turn it over to Bill Ziebell, who's going to discuss our employee benefits consulting operations. Bill?

Thanks, Joel, and good morning, everyone. My name is Bill Ziebell, and I lead our employee benefits and HR consulting business, known as Gallagher Benefit Services, or GBS for short. My comments this morning will focus on a few topics: first, I'll provide an overview of GBS then give you an update on how we are executing; and then I'll walk you through some takeaways from the first 2 months of the second quarter. Starting with an overview of the business. Gallagher Benefit Services began in the mid-70s and has grown to be the fourth largest benefits broker and HR consultant in the world, with 4,400 colleagues and around $1.3 billion of revenue generated during 2020. We have about 100 different locations spread across the U.S., the U.K., Canada and Australia. About 90% of our revenues are domestic, 10% being international. Our producers sell traditional insurance products like medical, dental, vision, and involuntary insurance products that employers provide to their employees. We also advise on employer benefit plan design, financial projections of these plans and potential funding alternatives. That's the bulk of our revenues, call it about 75%. The other 25% comes from HR and compensation consulting, pharmacy benefit management consulting, retirement plans, executive benefits and other services that help our employers address their human capital needs and organizational well-being. Similar to our retail P&C counterparts, our bread and butter is middle-market employers, which we define as organizations that is somewhere between 100 and 5,000 employees. Most of the time, we are competing against local and regional benefit firms, and we offer our clients capabilities and resources that most of our competitors just don't have. We also serve larger corporate enterprises by offering a fresh alternative to some of our bigger competitors. Within Gallagher Benefit Services, our client value proposition is called Gallagher Better Works, which examines all the levers that an employer has to attract, engage and retain talent. Gallagher Better Works explores a full spectrum of employee benefits and rewards from how to maximize the workforce by investing in physical and emotional health, the financial well-being and how employers can offer competitive and motivating compensation plans. And we tailor solutions to align with our clients' strategic human capital objectives. Our clients value our holistic approach and recommend us for our thought leadership, tools and resources, strategic banking, client-first approach and our high level of service. Our 2019 Benefits Strategy & Benchmarking Survey show that attracting and retaining talent was a top priority for most employers. You'll recall, there's a war for talent. And retaining talent was a top priority for most employers, while lowering costs was secondary. Our 2020 survey showed a shift in priorities, with business continuity and cost control jumping ahead as the top 2 objectives for many businesses. While Gallagher Better Works helps employers maximize productivity of the workforce, cost is always a factor, and so we also focus on offering strategies to lower costs. We just closed our 2021 survey and plan to release our findings during the second half of this year. Moving to M&A, we, too, are actively engaged in mergers and acquisitions and have a long successful track record. Since 2010, we have completed more than 165 mergers, including 8 during 2020 and a couple so far this year. Merger partners are drawn to Gallagher by our specialized practice groups, niche experts, marketing initiatives, thought leadership, technology and our culture. They want and need these resources to be successful. We think 2021 is likely to be another active M&A year and have a very nice pipeline of opportunities around the globe. Our GBS colleagues have also started to return to the office, however, many are still working from home. And we continue to have success selling in a remote environment, that's because we're able to deliver more expertise at the point of sale. We continue to see engagements done in a virtual environment, including hybrid pitches, where in-person meetings are supplemented with experts brought in via video technology. It's really exciting for me to see these types of sales continue to happen even as we start heading back to the offices. I believe we've learned a lot from our experiences and our successes over the past year. These orders have been documented in a virtual selling playbook for our production force that consolidates our best practices. I think we can deliver more value to clients in a virtual environment or hybrid, but ultimately, we will follow our clients' lead as to how they would like to interact with our professionals. Earlier this year, we released our 2021 State of the Sector survey, which tabulated responses from nearly 800 organizations in 45 different countries. It shed light on best practices for engaging, motivating and retaining talent. And in April, we released a series of articles called Adapting for Tomorrow, which outlined the continuing pandemic challenges facing employers and their workforce. We have seen many new leads following nearly 3,000 downloads. Also, our team continues to host monthly town hall discussions and webinars, bringing our thought leadership to a wide group of clients and prospects. Topics have ranged from mental health and well-being, employee communications best practices, to how to leverage data to match the right talents for the right role. These informative and interactive sessions have drawn a lot of interest, with more than 22,000 client and prospect attendees so far this year. Whether it's leveraging our thought leadership, hosting in-depth industry discussions or engaging with our niche experts, all of these efforts separate Gallagher from the brokers and consultants we are competing with on a regular basis. Let me finish up with some thoughts on April and May. I'll start in the U.S. Recall that's about 90% of our revenues, and 80% of that is typical coverages you get via your paycheck from your employer: medical, dental, vision and voluntary products. The U.S. unemployment rate is back below 6%, and our U.S. health and welfare business is seeing more favorable trends. Remember, our business is weighted towards some of the more resilient employers like higher education, public entities and religious institutions. So while we largely avoided the severe decline in covered lives last year, we are not forecasting a sharp snapback because we are not as exposed to industries like retail, leisure and hospitality, which have driven a lot of the employment headlines. In terms of new business and retention, overall, not much to report here, with new business revenue and retention very similar to last year. A couple more second quarter industry observations worth sharing. First, we are seeing medical plan utilization rebounding. For example, preventive services are beginning to approach pre-pandemic levels, and we are seeing an increase in mental health and substance abuse services. Offsetting that, ER businesses remain low, and that's probably because of the result of increased utilization of total -- excuse me, telemedicine. Second, we continue to monitor the impact on medical expenses from the deferral of certain procedures during the pandemic. Time will tell, but right now, we don't see a significant impact on future costs as it relates to COVID. Now moving to the other 20% of our U.S. revenues, which includes our fee-for-service, individual products and retirement consulting businesses. Most of our practice groups are seeing more engagements relative to April and May of last year, but activity remains below pre-pandemic levels. Even revenue within our HR consulting practice group was up double digits during April and May, yet this is still off about 5% year-to-date. I'm encouraged by the number of discussions we are having with clients and prospects regarding new assignments and other consulting engagements for the summer and the second half of the year. So looking forward, we expect to benefit from the recovering labor market and economic growth. This should lead to more traditional insurance product revenues and consulting work, too. Now moving outside the U.S., which is about 10% of our total revenues. Canada remains strong despite the reopening, beating a few months behind the U.S. The strength is offsetting some weaknesses in Australia. Moving to the U.K., April and May are showing some decent growth after some nice new business wins. So when I combine domestic and international, second quarter organic looks like it could be up a point or 2 going forward, which is better than our first quarter organic and modestly positive. In summary, I continue to feel good about our business and our competitive positioning. Labor markets and the economy are recovering, and I am confident our 4,400 global colleagues will be ready to provide the very best advice and solutions to help our clients solve their human capital challenges. I'm very excited about our future. All right. I'm going to stop now and turn it over to Scott Hudson, who's going to discuss our Risk Management segment, also known as Gallagher Bassett. Scott?

Thanks, Bill, and good morning, everyone. My name is Scott Hudson, and I lead our third-party claims administration business, Gallagher Bassett. For those of you who are familiar with our financial reporting, it's shown in our financial statements as the Risk Management segment. And this morning, like everybody else, I'm going to provide you an overview of GB's business, give some comments on what we're seeing in the second quarter, and then finish with some thoughts on the remainder of the year. Gallagher Bassett, or GB for short, was formed in 1962 by the Gallagher brothers and Sterling Bassett. And today, we're one of the world's largest P&C third-party claims administrators. In 2020, GB generated over $800 million of revenue. About 85% of that is U.S.-based revenue, and the remaining 15% is mostly in Australia, but we do have a presence in the U.K. and Canada as well. We have about 6,000 employees, most of whom are working from home, although many of them did prior to the COVID. We don't take underwriting risk, but rather adjust claims for our clients. In 2020, we closed about 900,000 claims and paid out nearly $10 billion on our clients' behalf. This would make us the eighth largest P&C insurance company in the U.S., if we were measured by total claims paid. About 65% of our revenue is from workers' compensation claims, 30% comes from liability and less than 10% relates to property claims, with very little of that which is property or storm chasing. We also have specialty offerings in the lines of medical malpractice, products liability, environmental, professional liability and cyber. So we have a well-rounded set of products, including services in the areas of environmental health and safety, building sciences, forensic engineering and construction, which lines up very nicely with our clients' exposures and requirements. We serve 4 distinct client segments. Our largest client segment is commercial clients who self-insure or have large deductible programs and then outsourced the claims resolution process to us. Think of those as the Fortune 500 businesses. Second, we serve a number of public sector clients, which include local municipalities, school districts, state entities and some federal governments. For example, in this case, a significant portion of our clients in Australia are the state-sponsored workers' compensation schemes. Third, we have a large number of alternative market or group captive clients. These are generally pooled entities that utilize GB for their claims infrastructure. And then the fourth client segment are insurance carriers. This represents carriers, both large and small, that have outsourced a portion of their claims handling to JV. Clients choose us for many reasons, but we believe the biggest draw is our deep expertise and superior execution, which, in the end, results in the best claim outcome for their programs. But it's important to point out that the best outcome doesn't always mean the lowest cost way to handle a claim, and what that means can vary by client. Insurance carriers and commercial entities typically want their claims handled a very specific way. So we're in a position to customize our services to align with our clients' expectations, whether that be getting back to work sooner, brand protection or customer loyalty, or lower cost. That's how we provide our clients with the best outcomes. Our revenue retention generally runs in the mid- to upper-90s so the business is very sticky and highly recurring. New business generation tends to be lumpier, varying from quarter-to-quarter, because many of our prospects have very large volumes. As a result, for the 3 years prior to the pandemic, our quarterly organic bounced between 2% and 10%, but annually, we ended up running around 5%. We are running about that in the first quarter 2020 before the pandemic. Then in the second quarter, organic was down almost 10%, recovered somewhat to down 5 -- just 5% in the third quarter and moved modestly positive in the fourth quarter and the first quarter 2021. We think the rest of 2021 is shaping up to be much better, and I'll have more to say on that in just a minute. M&A is also a growth driver for Gallagher Bassett, but not to the same extent as the Brokerage businesses. Our industry is already highly consolidated and few larger customers are using local PPAs. We have plenty of scale in our core products, services and geographies, so our strategy is to look for highly specialized and complementary claim adjusting and risk consulting entities that give us a new capability, a new product or deeper technical expertise. Ultimately, an acquisition should help us deliver a better claim result for our clients. We completed 2 acquisitions so far this year, Carrier Claims Service and Total Safety Consulting. Carrier Claims Service brings us enhanced claims investigation and property adjusting services, particularly for the construction industry in the Northeast United States. Total Safety, on the other hand, provides a full range of safety services to the construction process, from loss control engineering to environmental health and other technical training services, once again, for clients predominantly on the East Coast. All told, these 2 firms should add more than $40 million of annualized revenue, and they are both great examples how we are broadening our offerings to both customers and products to deliver better outcomes. We believe our pre-pandemic margins of 17% to 17.5% were already industry-leading. And we improved on that level in 2020, delivering an adjusted EBITDAC margin in excess of 18%, even in the face of organic revenues going backwards by nearly $25 million. Looking forward, we're expecting margins to be above 19% for 2021, even while we continue to make substantial investments in order to improve our products, services and platforms, with the goal, once again, to deliver better outcomes for our clients. As we think about productivity long term, we do believe there are some expense learnings from operating in the COVID environment. For example, while nearly 40% of our colleagues worked from home prior to COVID, we believe that number could double in the future. This will have a positive impact on our future real estate and other building occupancy costs. I also believe we will see some permanent savings from reduced travel. The pandemic has proven that we can provide clients with a similar level of service and, in many cases, a greater level of service in a virtual environment. It remains a little early for us to quantify any of these long-term potential savings, but these are just 2 examples of how we see our future expense structure shifting. Let's shift gears now, and let me walk you through what we're seeing in April and May. Client retention remains at historic levels. Second, we had an excellent new business year in 2020, and that momentum has continued in 2021. The challenging P&C insurance market conditions are presenting us new opportunities within the captive space for special runoff-type transactions and are causing insurance carriers to revisit outsourcing some or all of their claim operations. It is certainly an encouraging sign for our business. And third, as it relates to new claims arising, we are seeing a favorable improvement in new claims for both April and May compared to prior year levels, which were -- which obviously were quite low, given the pandemic. Core new claims arising are up a bit relative to the first quarter, offsetting a decline in COVID-related work comp claims. So what does this mean for organic going forward? Well, we lapped a tough organic comparison in the first quarter. And the combination of vaccine rollouts, improving employment trends and increased economic activity should lead to healthier clients and better organic. Our outlook is for full year 2020 organic around 10%, which is nicely above pre-COVID levels. We're estimating a second quarter organic in the mid-teens, third quarter organic in the low teens and fourth quarter organic around 10%. So it's a little uneven by quarter, but a really strong rebound from 2020. Longer term, I think we're really well positioned. Our offerings are resonating with more and more potential customers. Client satisfaction and retention levels are at very high levels. We're broadening and deepening our claims handling expertise in numerous specialty lines of business. And we continue to make investments to enhance our products and services. Bottom line, I'm extremely pleased with the performance of our business and how the team is executing. Okay. I'll now stop and turn it over to our CFO, Doug Howell. Doug?

Thanks, Scott. Hello, everyone, and thanks for joining the call today. I hope you found today's update informative. And for those of you that are newer to our story, you have a better understanding of our strategy and operating priorities. Today, I'll provide a quick recap of what you heard from our leaders regarding our second quarter and full 2021 outlook. Next, I'll highlight some items within the CFO commentary document that we posted on our website, and then we can quickly move to Q&A. All right. Let's recap. You heard Mike and Tom's upbeat commentary on our global retail and specialty property/casualty businesses. Client retention and new business generation remained very strong and positive policy endorsements are trending favorably. You also heard that rate increases are trending similar to the first quarter, which, combined with a lift in exposure units, is translating into a nice tailwind to our organic growth. So it feels like our global P&C second quarter organic will come in around 7%. Joel then spoke about our domestic wholesale business, RPS. He has seen tremendous organic results, open brokerage wholesale operations in the mid-teens. And also that our binding and programs business, which has been lagging a bit, are now growing in the high single-digit range. Combined, organic within Joel's wholesale units should be somewhere around 9% to 10%. Then Bill covered our employee benefits and HR consulting businesses. He told you that our traditional health and welfare brokerage, that's medical, dental, vision and voluntary coverages, are improving along with employment trends. And we're also starting to see some growth in HR consulting and other practice areas, while most are not back to pre-pandemic levels just yet, but it is a positive trend. All told, it's looking like our benefits division will post positive organic growth somewhere around the 1% range for the second quarter. So when I sum it all up, it feels like our total Brokerage segment second quarter organic growth should be pushing 6%, just fantastic work by the team. Now moving to our Risk Management segment. You just heard Scott tell you that second quarter organic should be very strong, up mid-teens, given strong new business and the easier pandemic quarter comparison. Also, new arising COVID claims, while declining, that's been more than offset by increases in core workers' compensation claims. With the economy on the upswing, we believe we could see organic growth in our Risk Management segment for the full year of about 10%. So let me shift now to our cost savings initiatives. To level set, recall, we saved between $65 million and $75 million a quarter starting in the second quarter 2020 through the first quarter of 2021. Those savings were all relative to pre-pandemic spend levels, adjusted for the impact of M&A. While this quarter, second quarter 2021, we're now comparing against during pandemic spend levels. So it's not now about additional savings, but rather, how much of our cost savings can we hold now and going forward? The short answer is a lot of it. During our earnings call on April 29, we thought about $15 million would return here in the second quarter, and then step that up by about $5 million to $7 million a quarter, each in the third and the fourth quarters. While it looks like, for this second quarter, our estimate was close. About $15 million of cost is coming back. Most of the incremental cost stems from higher utilization of our self-insured medical plans, a modest increase in travel and entertainment expenses and incentive comp is up just a bit, too. As for how that translates into margins, that's really dependent on organic. Math would say, if you assume second quarter Brokerage segment organic growth is pushing 6%, and before you add back the $15 million of costs coming back, underlying margin expansion would be up nearly 100 basis points. Now when you layer back in that $15 million, math would show margins are still up a bit, maybe, call it, 10 to 20 basis points. Looking past the second quarter to the remainder of the year. In third quarter 2021, we're forecasting another $5 million to $7 million step-up in costs coming back versus this quarter. Call out about $20 million to $22 million of costs coming back in the third quarter relative to 2020 third quarter, and then somewhere between $27 million and $30 million in the fourth quarter, again, relative to 2020 fourth quarter. As we've said, that will make margin expansion in these quarters challenging, but that's not the underlying story. We will still be showing full year adjusted margins expanding. Math might even say as much as a full point for full year 2021 margins. That would be outstanding work by the team to expand margins again in 2021 after expanding over 4 full percentage points in full year 2020. Keeping this in perspective, which has been our message for the last year, the pandemic has allowed, and perhaps even forced, us to accelerate a lot of our improvements we had on the drawing board. And it also served as an opportunity to design new and better ways to run our business. Both of these make us more productive today than we were 18 months ago, and our service quality has even improved. This will provide a lasting benefit for years and years to come. As for Risk Management, adjusted margin should be above 19% for the second quarter. Again, that's better, even better than pre-pandemic levels. For full year, we should also be able to expand margins relative to 2020, landing somewhere better than 19%. Moving now to the CFO commentary document, to Page 4, just a small change compared to our April 29 outlook relative to -- and that's related to FX as the dollar continues to weaken. It means the Brokerage segment gets an incremental $15 million revenue lift for the year, but that doesn't translate too much into EPS. Moving to Page 5 and the Corporate segment outlook. First, we've updated the interest and banking line, mostly to reflect the $1.5 billion of debt we issued in mid-May related to the proposed Willis transaction. Interest is up about $4 million to $5 million after tax from our April estimates, call it about $0.02. Second is the M&A line. You'll see that we've added a second quarter estimate for onetime legal and due diligence costs related to the Willis transaction, right now about $9 million after tax. But it's important to note, we'll present that as a non-GAAP adjustment when we report our earnings here in a month. Third, moving to the corporate line. It will be a little noisy this quarter. There's 2 items. First is the typical impact of FX that bounces around every quarter. You'll see that in note 2. We don't present those as non-GAAP adjustments. But the second item relates to the U.K. increasing its tax rate, which will cause a onetime revaluation charge. You'll see that in footnote 5. We will treat that as a non-GAAP adjustment. Finally, clean energy. While not really enough to change our full year estimates, we did have a decent April and May, and early June production trended a little above our forecast, so we slightly increased our second quarter estimate. But as I have cautioned in the past, even a couple of weeks of weather can influence this result a bit. Moving to Page 7 to the rollover revenue table. With only 2 weeks left in the quarter, they should be very close. So please take a look at your rollover revenue assumptions as you fine-tune your estimates. And for clarity, the impact of the Willis transaction is not contemplated on that page at all. Finally, to Page 8. We've added this page. The top 2/3 is just a condensed recap of the proposed Willis transaction, just simply there for your reference. The bottom 1/3 codifies the financial impact of the proposed transaction, and that should help you as you build your models. So those are my prepared comments for today. To summarize, our outlook for the quarter and full year organic is higher than what we thought during our April earnings call. Our expense savings are holding just as good as we thought then. Our M&A pipeline is stronger. And most importantly, the team is engaged and has a ton of momentum coming out of the pandemic. Frankly, we are a stronger, more agile organization today than we were 18 months ago. With nearly half the year in the books, it looks like another strong year. So back to you, Pat.

Thanks, Doug. I think we're ready for questions and answers, and let's go ahead and open it up. Operator?

[Operator Instructions] Our first question today is coming from Elyse Greenspan of Wells Fargo.

To start things off, maybe just given the time with the Aon-Willis news last night, if we can start in terms of that transaction? I know there's a lot of things to speculate on how the regulatory process could go from here. But from Gallagher's angle, if you could answer a couple of questions related to that. Could you let us know if there is a breakup fee if your deal were not to go forward, if the Aon-Willis deal did not end up getting consummated? And then would you be able to speculate -- you guys did issue equity and debt financing for this deal and now it's contingent upon another transaction. How -- if the deal did break, what you would think about doing with that extra excess equity capital you sit with today?

All right, Elyse, I'll take on the capital questions there. There is a ticking fee that happens in a -- starts in the third -- excuse me, at the beginning of the fourth quarter. So we have a ticking fee that's in that, and then that ramps up all the way through March 31 of next year. If the transaction doesn't close by then, then we'd have to renegotiate where we want to go after that. So there is a ticking fee between now and then. During that period, that pretty well covers the cost of carrying our additional equity. And debt, in the structure, it does -- it goes a long way of covering those costs. There is an element of our debt raised. We did 2 tranches, $650 million on 10-year and $850 million on 30-year. The $650 million 10-year has an optional repayment provision in it that will allow us to repay that in the event that the transaction does not close by -- from a year from the time that we issued the debt.

And then, I guess, the second question in terms of carrying the excess equity capital. You guys are optimistic about the M&A pipeline, with capital gains tax changes coming, but you weren't contemplating an equity offering, I believe, before this deal. So would then you go down the road of potentially buying back your shares? I know we're speculating here, but what do you think you would do if the deal did not go forward?

Yes, I think you're right on that. I think if we sat on excess capital and our debt ratio was safely in that investment-grade ratio, we probably would buy our shares back with that excess equity raise.

Let's hope that's not necessary.

And then in terms of -- thanks, Pat. And then in terms of the outlook, I'm trying to piece some stuff together. So if I go through the commentary from all of the segments, it sounds like every single segment, U.S. retail, international, RPS as well as benefits, all feel like the Q2 is better than the Q1. But your overall organic guide of 6%, I believe, for the second quarter, is in line with the Q1. So can you help me reconcile that? Or is it just maybe the percentage of the business, the seasonal skew, Q1 to Q2, that's impacting that 6%?

Listen, I think that you're right that all of them are looking more favorably than we had before. So I think you're right on that point. In terms of what does that mean relative to the first quarter, recall, we had a really strong contingent commission quarter in the first quarter. And so I think that if you factor those out, this would be a nice step-up even from the first quarter.

When the segment heads give their guidance, are they giving it including contingents? Or are based on ex-contingent basis?

All in.

Okay. And then in terms of margins, I just want to make sure I understood correctly, given the saves coming back. So Doug, is what you said that you think, within Brokerage, you could see 10 to 20 basis points of margin improvement in the second quarter of 2021 relative to the 32.6% that you reported in the second quarter of last year?

Yes. Underlying, it would be over 100 basis points. But when you put the $15 million of expense coming back, yes, that was what I was saying, 10 to 20 basis points of all-in margin expansion.

Our next question is coming from David Motemaden of Evercore ISI.

I guess, maybe just another related question to the deal, so the Willis assets. Maybe could you just talk about how a potential longer time frame to close the deal would impact your view of potential breakage, if there's any sort of color you can provide around that?

Well, I think that there's no doubt about the fact that any delay is not positively received by either the teams. You've got a lot of work that's been done by all 3 parties to this transaction, and it's all been done within the confines of strict legal requirements. But we have had a chance to interact with our potential new teammates from Willis. I think we've done a good job of trying to explain where Gallagher is and where it's going. And hopefully, we've got some teammates -- potential teammates there that are excited. There's no question that over the last year plus, competitors have targeted both the Willis personnel as well as Aon personnel in their recruiting efforts, and trying to get that resolved would be beneficial to them. So I think any delay, clearly, is not in the favor of the 3 parties that are trying to do this transaction. And I think the fact is that we would hope that this would be resolved as quickly as possible. I know that it now involves litigation, which is too bad. That is a setback. But we remain committed to the transaction. We hope that it will close. And we're ready to do the purchase when the regulators have said it's okay.

Yes. I think, financially, we believe there's ample room in the breakage to cover for this delay. So that's on a financial -- we don't see it changing the financial metrics. And most of all, really, when you look at the teams, as we've become -- to know them, remember, we would strap on our cleats on our boots every day thinking about what we do for our clients. And as long as everybody, for all 3 organizations, get up and start thinking about our clients first, this transaction will work itself out with time. It's a financially rewarding transaction for us. The multiple that we paid, well below 10x. I believe there's ample room in the breakage assumption that we've had in there. So financially, if this doesn't -- if this takes another 3 months or so, 6 months, 9 months to get closed, as long as our folks wake up every day realizing that our objective is to service our clients, I think we're going to be in really decent shape on it. So financially, I don't see this as an issue. We do have the ticking fee to cover some of our carrying costs on that, in the event it doesn't close timely. And I think that we included in a breakage in our assumptions that you shouldn't have to rethink what we provided to you. We've recapped that on Page 8 of the CFO commentary. We feel comfortable with it today.

Great. That's helpful. I appreciate that color. And then, I guess, maybe another one. Could you just talk about, I guess, your appetite for doing maybe potential -- if there are other remedies for the Aon-Willis transaction, I guess, other parts of that business. I guess, I think, there was a provision in the deal that said that you guys would need -- would be willing to do another $200 million of revenues. I guess, could you maybe just flesh that out a little bit?

Yes, the accordion feature of the agreement allows them to put to us $200 million of additional revenue, which, really, the only real discussion there is, what is the EBITDA of that business that comes aboard? We have to agree on that. But in terms of other opportunities relative to becoming the remedy, we are wide open to that and would be very well inclined to take on more of their business.

Got it. That's helpful. And then maybe if I could just switch or just slip one more in there. Just a follow-up on the organic and a bit more granular. I think you guys had said it was, what, like a 50 basis point timing benefit that you guys had in the first quarter in brokerage organic. So if I look at the 6%, it should have been 5.5%, really, on more of a, I guess, if we adjust that out. I guess -- and I just want to be clear, that's -- that timing is basically going from 2Q into 1Q. So when you guys talk about around the 6% organic, if we sort of adjust for that contingent commission timing, it would be 50 basis points higher. Is that the right way to think about it?

Yes, that's right. But I think our overall outlook is probably 1 point better, if we just forgot difference.

[Operator Instructions] Our next question is coming from Mark Hughes of Truist.

Pat, I don't know, maybe, if you've been asked this directly, but the -- what do you think the holdup is, or what's the Department of Justice's strategy? It seems like there was a great progress that was being made with the regulators. Any reflections on what this is about?

Mark, they've clearly come out and said that they feel the deal is particularly damaging to competition for large accounts, and I frankly don't see it. So I got to be careful, obviously, counseled repeatedly by lawyers as to what to say. But if I were asked, I would disagree with the Department of Justice on their position that this deal is somehow -- restricts competition on large accounts, particularly in the United States. We feel that without the transaction, we're very, very strong competition for those 3 remaining competitors. We're clear with the DOJ on that. And I think our results and our capabilities and our team prove it every day, and then I'll shut up.

Very good.

[indiscernible] because that's unusual.

And Joel, if he's still on, I'm curious in the wholesale business, talking about 9% to 10% versus 6% last quarter. You've obviously got some year-over-year comp that's affecting -- or comparisons affecting that. How about 2Q versus 1Q? When we think about the kind of submission activity or, say, mix shift into E&S, how is that dynamic when we think about it sequentially? Still building, accelerating, holding high at a steady level, some thoughts there?

Yes. So interestingly enough, coming into the second quarter, we saw a significant increase in submissions. Candidly, it was kind of coming over the trends, and we're very pleasantly surprised on how many submissions we were seeing, which obviously leads to more quotes, more binds. When we look at our data every single week relative to submission activity, the quotes, the binds on conversion rates, and it's been very robust. And so I think coming -- obviously, coming out of the pandemic has helped. The market transition has helped. There's always a little bit of turmoil in this kind of market, and that bodes well for both our MGA, our programs and our open brokerage business.

Okay. Super. And then on the accretion on the Willis transaction, I think the total integration costs $350 million over 3 years. The accretion, does it -- the timing of that, is there some period of time over which you generate those savings and then if it becomes accretive, the -- to that level that you are projecting, second or third year? Or just what's the timing on the full accretion in light of the integration activity?

No, just right out of the box. I mean we have based that accretion based on what we both -- what the transaction looks like based against our 2020 results. If you assume some growth in their numbers also, it would replicate, but this is not a weight for accretion. When you buy well below 10x, the accordion has a slightly even lower purchase price feature in it. The accretion is right out of the box. So...

And then is that to say that -- go ahead.

No, go ahead, Mark.

Okay. Is that to say that the -- not accretive right out of the box, but you'll continue to take integration steps, cost-saving steps, that those can be anticipated in subsequent years? Or do you think that, right out of the box, kind of captures what you've got in mind in terms of integration activity?

Yes. I think the integration -- actually, we've contemplated the next-to-no synergies as a result of this transaction. If you go back to the secondary and then some of our announced -- we're not planning synergies of any magnitude of this transaction. And so when we're talking about it, we're not betting on those synergies on that. It's -- we'll get this without any synergies.

Our next question is coming from Meyer Shields of KBW.

I'm not sure this is connected to the Willis transaction, but you've been very consistent over the course of the pandemic, and hopefully post pandemic, that you don't have a ton of exposure to retail and hospitality. Are those initiatives that Gallagher should have a presence in? And I guess, do the acquisitions from Willis change things?

All right. Well, let's make sure we dimension that. Our exposure to retail and hospitality is limited to the benefits business. We underweight in those sectors and [ build up those ] employee benefits area. The Risk Management business, Scott Hudson business, has a lot of hospitality and retail customers. We have a really nice presence in our wholesale operations and our retail operations. So that comment is more skewed toward the employee benefit side. Does that clarify? Or -- and then there was a second part of the question perhaps?

Yes, I'm just -- I'm trying to understand, in, I guess, retail P&C, whether that's a niche that Gallagher should have a presence in, whether there's a strategic hole there?

Yes. We -- if you're asking where we stand today in retail and hospitality, we have a fairly decent presence in both sectors. And clearly, that business was challenged during the pandemic, but we are starting to see it reemerge in most of the areas of the country where we have books of business in both of those sectors. I think your follow-up question was whether or not the transaction would improve our capacity or our capabilities in that area. From what we know of the business that was part of the divestiture, it is not heavy in either of those sectors.

Okay. That's very helpful. And then a brief question, if I can, for Scott. There's been a lot of, I guess, chatter about some construction material cost inflation. And I'm wondering how much of that you're actually seeing in property claims amounts?

Well, keep in mind that the percent of our book in property is quite low to begin with. I mentioned it's well under 10%. And so I probably don't have a specific answer related to that. It's something we could look into and maybe get back to you, but I don't -- nothing noticeable at this stage.

Our last question today will be coming from Elyse Greenspan of Wells Fargo.

So my first question, I guess, given the U.S. DOJ, right, their concern seems to be on the large account business in the U.S., which, I've always thought, right, there is just definitional issues there. I know when Willis and Towers Watson merged, they looked at that market as their market share within the $10 billion corporate accounts. I think that's how they defined it. So I'm not sure if you guys have a definition, or if you have a sense of your market share or something as we're thinking about concentration within the large account space, that you could just help us think through that as we're thinking about this regulatory aspect?

Well, let me address that a couple of ways. I'll let Doug tangle with the numbers. But first and foremost, there's tremendous levels of competition on large accounts, and this is not a 3-person play or a 4-company play. Our smaller competitors, while they are smaller, have tremendous expertise. And there's lots of private companies that can compete very well, and specifically in areas of expertise like property, like D&O, like cyber, like workers' compensation and captive management and captive creation. This is not locked into just 3 players, by any means. And that can be proven over and over again just by looking at the coverage maps of these large carriers that we compete with day in and day out. Now let's look at our market share in that regard, and here's where I would say our opportunity lies. I do think there's a view in the world-buying community that Gallagher is more positioned to take on upper middle market and middle market accounts. And that's true because that is, by item count, the biggest market available to us, and we perform very, very well. And there seems to be no question that there's lots of competition there. But when you take a look at our share of large accounts, I would tell you, I think we're underrepresented, which is why we've invested and why we can show you numerically we are improving our hit ratios and growing nicely in that space. Now to say that we have a significant market share probably would not be fair. But I think what we have, we do a very good job of it. We keep that business. It is expanding interestingly enough a touch faster than our expansion of market share in the middle market. So day in and day out, we proved that in that market, typically represented by our risk managers, we do extremely well. And I don't know if that answered your question or not, but thanks for the question.

Yes. We just don't -- we lose more small accounts by, obviously, by count, but also as a percentage, we hold our large accounts. What that says is when we get a large account, we do a darn good job on that account. And that's really what competition is about. If someone wants to have another choice, they have another choice in Gallagher. And they can come to Gallagher and get equally as good a service, if not better, than what they can get from their current broker. So as we navigate the competition aspect of this, just because we may not have a -- by count, a huge market share, to me, the important metric is, can you keep the ones that you got? And the answer is yes. And can you do well with new ones that you get? And the answer is yes.

We grow in that space every year. By the way, operator, we have 2 other questions coming up on the screen, and go ahead and offer them.

Our next question is coming from Phil Stefano of Deutsche Bank.

So I wanted to just talk for a second about the Gallagher Bassett margin. And I guess, historically, 17%, 17.5% felt like where the conversation was Scott went into. The fact that we've got some learnings and the amount of people working from home could nearly double, how do we think about this moving forward? And considering you've got best-in-class margins already, can you give it back in price to stimulate growth? How do you think about the dynamics there of pushing this business forward 2022 and beyond?

I mean, I think, right now, we're excited with the improvement that's taken place over the last year or so. And I think the fact that we're able to kind of hold it and continue to improve it a little bit is a positive sign. We're always aggressively looking for opportunities to improve productivity, so we're not going to stop, but we continue to want to invest significantly into the business to kind of maintain our lead on the innovation front. So I think, probably, right now, thinking of it in 19%-plus is the way we're thinking about it going forward for a little bit.

Yes. I'll amplify that is if you look at the evolution of Gallagher asset over the last 10 years, we were talking about 14% for a few years, and we stepped it up to 16%, then we went 17.5%. The journey towards 19% margins right now, I think, we got there a little faster. But I think the story, too, is if you got a business that -- the expertise that they bring in this space, the market that we serve, we have -- if they're growing in double digits, 19% margin is pretty great. And at the dynamic of a workers' comp market that starts to get firm, maybe even going hard at some point, Gallagher Bassett's growth accelerates in that environment because people move out of the primary market and look to more self-insured or captive-type programs for workers' comp -- bless you. So I think that we have a good opportunity for a good growth story there and another step-up in margin.

Okay. And Pat, I'm going to ask one on the DOJ that came out yesterday. Can you let us know, what does your role look like moving forward as we go through the litigation process? Are you a concerned bystander? Are you involved in the process? How does that work?

I'm a concerned bystander.

Our next question is coming from Josh Shanker of Bank of America.

Just a question about the reinsurance business. Obviously, with this transaction pending, it's a huge change for your reinsurance business, and there's no coordination until the situation closes. What does that mean for January 1, how your team thinks about it, how you're thinking about it as you enter this deal? Obviously, a lot of business gets done on a single day of the year. Is there -- are there 2 strategies? Are your people running sort of 2 sets of strategies, how we're going to approach 1/1 if it goes through versus how we're going to approach 1/1 if we're solo?

Josh, it's too early to answer that question. I mean, obviously, we're going to put our customers first. Reinsurance, as you know, has been one of our real shining stars as a startup 5, 6 years ago, and coming into Capsicum into Gallagher Re. We're very proud of that team. And they're set and ready to go, great prospect list for the end of the year, a very good pipeline. But as you said, when it comes to the Willis transaction, we have no say over what their strategy is at this point. But they're professionals. And as professionals, they'll be very prepared to take care of their clients. And I think they've proved incredibly strong through this process. As we've gotten to know the people at Willis Re, I would say that on a daily, weekly basis, we become more and more impressed. We know that the cultural fit there is incredibly solid. They put their clients first. They understand that their people are the product. And they do an incredible job, and have done an incredible job, in what I think would be a difficult situation over the last year-plus of being told they're going to fold into Aon Re. And still, at the same time, not only just maintaining their book of business, but growing it. So we hope to be able to close, and we're excited to join with additional professionals.

Okay. I understand that it's too early.

Thanks, Josh. Okay. I think that's it. So again, thanks for joining us this morning. I think, as you can see from our comments today, we're incredibly confident that we can deliver great financial results in 2021. And we're very excited about the future. So we look forward to speaking with you again during our second quarter earnings call, which is just 6 weeks away, and appreciate you being with us this morning. Thank you.

Thanks, everyone.

Ladies and gentlemen, thank you for your participation. This concludes today's event. You may disconnect your lines or log off the webcast at this time, and have a wonderful rest of your day.