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

September 19, 2024

New York Stock Exchange US Financials Insurance special 101 min

Earnings Call Speaker Segments

Operator

operator
#1

Good morning, and welcome to 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. The company undertakes no obligation to update these statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. Please refer to the information concerning forward-looking statements and Risk Factors sections contained in the company's most recent earnings release and Form 10-K and 10-Q filings for more details on such risks and uncertainties. In addition, for reconciliations of the non-GAAP measures discussed during this meeting, please refer to our most recent earnings press release and other materials in the Investor Relations section of the company's website. It is now my pleasure to introduce J. Patrick Gallagher, Jr., Chairman and CEO of Arthur J. Gallagher & Co. Mr. Gallagher, you may begin.

J. Gallagher

executive
#2

Thank you very much. Good morning, everyone, and thanks for joining our investor meeting today. For those of you that are not familiar with these quarterly meetings, our objective is to provide the investment community an opportunity to hear from our various leaders, get insights into our different businesses and provide some data points on our performance outside of the busy earnings season. Let me walk through the format of today's meeting. I'll start at a high level and cover Gallagher's competitive position, the insurance market backdrop and our organic expectations for full year '24. Then I'll pass it over to members of the management team. Each speak for about 10 minutes, providing background information on our operations, insights into various markets and cover relevant growth and operating initiatives. Our leaders will also give you some indications of how they are seeing organic growth for the rest of this year. Then Doug Howell, our CFO, will pull all the commentary together and provide you with more detailed third quarter and full year outlook. Our prepared remarks should last a little over an hour. After that, we will open up the line to the entire group dialed in for Q&A. I always like to start these meetings outlining our consistent value creation strategies based on 4 key objectives: Number one, we grow organically; number two, we grow through mergers and acquisitions; number three, we increase our productivity, raise our quality and get better every day for our clients; and number four, we promote our bedrock culture. Our strategy has been proven over the long term through economic cycles, pricing cycles, interest rate cycles and election cycles. It has produced total shareholder returns as of September 1 of 109%, 245% and 662% over the preceding 3-, 5- and 10-year periods, respectively. And all of these returns have outpaced the S&P 500, the XLF and S&P Insurance Index. There are no plans to alter our strategy or our key objectives. We believe our near and long-term growth opportunities are vast and opportunities to raise our quality and become more productive are in front of us with technology, data and AI. And I believe we can do all of this while maintaining our secret sauce, which is the bedrock Gallagher culture. Let me delve deeper into our organic revenues. Gallagher has client capabilities in approximately 130 countries, 55,000 employees and the ability to provide professional advice and solutions across insurance, reinsurance, human capital and the claims management space. As we look across geographies, industry verticals and product offerings; we are in a position of strength. We have leading talent, unmatched expertise and a recognized brand and a consistent global approach to sales and client service. And as I look to our future, the organic growth opportunity for Gallagher remains enormous. That's because the insurance industry touches everything, whether you're a restaurant owner or a patron; shipping goods via air, railroad or cargo ship or even running a home or driving a car, you can't do any of these activities without insurance. It's why I think of insurance as the oxygen of commerce. Insurance is a large and growing market. According to Swiss Re Institute, there is around $7 trillion of annual insurance premiums globally, $4 trillion alone in nonlife premium. And each year, these premiums are growing due to economic expansion, emerging risks and exposures, increasing insurance demand and new coverages by those already buying insurance. Our team will lay out why we believe we can compete, win and grow quicker than the industry. We hope you walk away appreciating that Gallagher can grow in just about any environment. We are also growing and creating long-term value for shareholders through mergers and acquisitions. The opportunity here is also immense as insurance distribution remains very, very fragmented across the globe. It's estimated there are tens and tens of thousands of agencies and brokerage firms across our major geographies alone; the U.S., U.K., Canada, Australia and New Zealand and even more across the globe. Most of these firms have less than $25 million of annual revenue and have terrific roots in their local communities. So when they sell and join Gallagher, we get revenue and profit. But more importantly, we get new talent and capabilities. Basically, we get their brains. And they get immediate access to our niche experts, our extensive data and analytics and our centers of excellence. And all of our tools and capabilities are on their desk overnight. That creates immediate value for their clients, gives them a terrific new story for prospects and it offers enhanced career opportunities for their employees. We have completed around 30 mergers so far this year, and we just wrapped up our monthly review of all the deals we are currently working on. That totals 100 potential mergers with around $1.4 billion of annualized revenue. So the pipeline is very strong and full of tuck-in M&A opportunities around the globe that could contribute to our long-term strategic plans. The third piece of our value creation strategy is to increase productivity and raise quality. We have a long history of operational excellence. This includes a cohesive sales and service process and common systems, which allow us to leverage the incredible amount of data we have. You'll hear from the team today how we are using our proprietary data and technology to build innovative tools and to develop new products that allow us to deliver incredible value to our clients and prospects. And don't forget, we are always looking for new ways to utilize our Gallagher Centers of Excellence and realize additional benefits. It's not easy to build a 12,000-person insurance services juggernaut. It's taken us nearly 2 decades. With the hard work we've already done, I believe we can more quickly embrace digitization, implement AI and continuously find new ways to automate various service and support functions throughout our business. We see the potential for further margin expansion in both our Brokerage and Risk Management segments over the long run. Our greatest differentiator is our bedrock culture. It's a sales-focused, team-oriented and customer-centric culture. It's our unique competitive advantage. And it is grounded in doing what's best for our clients each and every day. We love the business, we love servicing clients and we love winning. Okay, let me move over to an overview of the insurance marketplace, and a few observations from a global perspective. Let me begin by reiterating that we continue to see broad-based renewal premium increases that's both rate and exposure combined across all of our major geographies and most product lines. Carriers are behaving rationally in our view, looking to grow in lines where there's an acceptable return and seeking increases where it's most needed to generate an underwriting profit. Take primary casualty, where we are seeing renewal premiums moving higher. Third quarter umbrella, general liability and commercial auto renewal premium increases are 9% globally, and are up more than 10% in U.S. retail. That's a couple of points higher than the first half of '24. And we believe that further rate increases are to come in casualty due to worsening social inflation, carrier reserve additions, medical cost increases and litigation financing. Shifting to property lines. Third quarter renewal premium increases of 4% have moderated from last year but are up 1 point from second quarter levels and appear to be stabilizing. Importantly, we are not seeing a change in underwriting standards, which could reflect the carrier's caution against rising reconstruction costs as recently highlighted by [indiscernible] in their quarterly analysis. And while it's been a lucky hurricane season so far, we still have 2.5 months to go. So we, too, are watching that carefully. It's a sensitive and a bit nervous property market right now and significant losses before year-end could move the property market in '25. So in total, primary insurance renewal premium increases so far in the third quarter are up 6%. That's a bit higher than second quarter levels and up about 7% excluding property. Year-to-date renewal premium increases excluding property are about 1 point higher relative to full year '23. As for the reinsurance market, a lot of chatter following buyers and sellers meeting at the Reinsurance Rendezvous a little more than a week ago. Overall, we expect reinsurance capacity to be available to meet rising demand for cover despite the greater focus on casualty treaty profitability. Moving to our view of economic conditions, 3 data points we typically track and discuss. First, our daily revenue indications from audits and endorsements and cancellations. We are still seeing midterm policy adjustments in positive territory. The amount of positive revenues isn't as great as last year, but again, it's still nicely positive. Second, Gallagher Bassett's core workers' compensation and general liability claim counts, typically tied to business activity, continue to grow year-over-year. And third, the number of job openings in the U.S. is still greater than the number of people looking for work, and medical costs are inflating. So employers are looking for ways to grow their workforce and control their benefit costs. All these data points lead us to say that we are not seeing a meaningful slowdown within our clients' businesses and the economic backdrop is still a tailwind for us. So increasing rates, more demand for insurance and tailwinds from the economy lead me to believe that our full year Brokerage segment organic growth will be around 7.5% and full year Risk Management segment organic growth will be pushing 9%, high single-digit organic from our core business would be fantastic. Think about that for a minute. Organic in the high single digits combined with, say, a 5-year annual average of tuck-in M&A revenue growth in the mid-single digits means there is little reason we can't grow our revenues in double digits for the foreseeable future. This proven and dependable growth, combined with strong profitability drives substantial cash flow, allowing us to reinvest in our business to drive future organic, fund our long-standing M&A expansion strategy, invest in bettering our service and quality, promote our culture and position our brand, all while paying a growing dividend. Continuing to execute on those 4 strategic pillars should drive outstanding shareholder returns. Okay. To close, let me give some quick soundbites of what you'll hear from the team today. Mike Pesch will tell you our U.S. and Canadian Retail P/C businesses are posting strong performance, renewal premium increases are greater than second quarter and net new business spread is wider than last year. Patrick Gallagher will tell you our international retail and London Specialty operations are continuing their strong performance as well. Retail renewal premium increases are up in the mid- to high single digits on average and our London Specialty business has a fantastic pipeline of opportunities. So outside the U.S., we are expecting another year of robust growth. Then Joel Cavaness will tell you our U.S. wholesale operations are seeing renewal premium increases above second quarter levels, submissions are up double digits year-over-year and better new business is ahead. Tom Gallagher will tell you that our reinsurance unit performed great during July renewals. The team met with clients and reinsurance carriers at the Reinsurance Rendezvous and is well positioned for January 1, 2025. Tom will also provide comments on our global M&A strategy and break down our merger pipeline. And Bill Ziebell will walk you through our employee benefits and HR consulting business. He'll highlight favorable new business trends and solid demand for our consulting services. Scott Hudson will tell you our third-party claims administration business is seeing excellent client retention and continued claim count increases. Our ability to drive superior outcomes positions GB for continued long-term growth. Then our CFO, Doug Howell, will bring it all together and tell you what we think this means financially for third quarter and the full year. Okay. I'll stop now and turn it over to Mike Pesch, who's going to discuss our U.S. and Canadian retail P/C operations. Mike?

Michael Pesch

executive
#3

Thanks, Pat, and good morning, everyone. I'm Mike Pesch, the leader of our Property Casualty business in the Americas, but my comments today will be focusing on our U.S. and Canadian retail business. This morning, I'll touch on 3 topics. First, I'll provide an overview of the business. Second, I'll discuss insurance market conditions. And third, I'll give you some early indications of how the third quarter of 2024 is playing out thus far. Starting with an overview of our U.S. retail brokerage operations. We generated $2.5 billion of revenue during 2023, making us the third largest P/C retail broker in the country according to Business Insurance. Today, we place nearly $20 million of premium annually, which is serviced by around 10,000 employees. Moving to Canada. We are a top 5 commercial lines broker with clients in all 10 provinces and 3 territories. Here, we generate around $300 million of annual revenue through our roughly 1,500 employees. Our U.S. and Canadian retail businesses have many common characteristics across North America, and we serve clients of all sizes from large risk management clients to small commercial lines and also high net worth personal lines customers. With that said, the vast majority of our clients are in the middle to upper-middle market. We define the middle market as those that typically spend between $100,000 and $2.5 million on insurance premiums, and that, in turn, translates into roughly $10,000 to $250,000 of annual commission and fee revenue to Gallagher. We find the middle to upper middle market very attractive. And that's because these size businesses typically have complex insurance needs if they don't have a dedicated risk management professional on their staff. So they rely on our experts to identify and evaluate risk on their behalf and, of course, find the right markets to place their insurance coverage. Essentially, our experts become the risk management department for the organization, which effectively embeds Gallagher inside our clients' business. This holistic approach to risk management is the foundation of our global client value proposition called CORE360, which focuses on the most important drivers of our clients' total cost of risk. Our ability to analyze these key cost drivers is bolstered by our various niche practice groups. These subject matter experts have specialized knowledge and deep insights into 30 different product and industry verticals. By leveraging these experts, we can better identify and understand the risk characteristics of our customers and products. These industry-focused professionals work side by side with our producers in the field, making sure we are addressing the unique risks that different industries are facing. We also have around 300 professionals working with clients to develop safety protocols and risk management programs while also assisting in claims resolution and advocating on behalf of our clients. So through focused risk management service offerings, differentiated coverages and products and claims resolution advocates, we have a fantastic offering, which I believe is a competitive advantage. Another competitive advantage is our thought leadership, online tools and web-based industry discussions. With our successful branding initiatives around the globe, our experts and thought leaders are increasingly being featured and highlighted in leading financial and industry press, which is generating new business and other revenue opportunities. We also host numerous webinars each month, exploring a wide range of issues and themes that are top of mind for clients and prospects. And these are in addition to our CORE360 flash cast, condensed insights such as the use of group captives, DE&I updates, our cyber risk predictions and navigating the changing property insurance market. All of this content can be accessed by a client or prospect at any time, allowing them to tap into our network of experts at their convenience. And when a customer or a potential customer engages with any of the online content, our producers are notified. Moving to some of our recent technology initiatives, starting with Gallagher Submit, which is our online client renewal platform. The Gallagher Submit platform uses a digital interface to reduce the friction in the renewal process for clients. And with many of our carrier partners embracing digitalization, it's making the quote process easier and more efficient for all parties. Early indications are pointing to a favorable impact on client retention from this technology. Another great digital tool is our Gallagher Go mobile app. Here, you can access your insurance account 24/7 to manage locations, vehicles, drivers and other insurance-related content. We are also seeing a favorable impact on new client wins when we utilize Gallagher Drive Data and Analytics or SmartMarket, both of which Patrick will discuss later. Sticking on the technology front. Our nearly 2 decades of work standardizing our processes and unifying our technologies around the globe have equipped us to better harness the power of AI. We are still in the early innings of our journey to further streamline work within our Gallagher Centers of Excellence. The first group of tasks include policy checking and the issuance of certificates of insurance. With these efficiency gains, we are able to redeploy resources to help on the sales side. Today, our service teams can gather and check client and prospect data and provide proposal support for renewals and new business activity. So we are in a great spot competitively. And when considering we are competing with someone smaller than us; 90% of the time, these local brokers just can't match the insights, service, technology or tools that we can provide. And it is this exhaustive list of client-focused tools and resources that attract merger partners, like Pat said, join us, and the next day, our decades of work and hundreds and hundreds of millions of dollars of investments are yours. Same for those producers looking for a better place to sell. Moving on to my second topic, the U.S. and Canadian insurance market. We are experiencing many of the same trends we talked about 8 weeks ago. And overall, our customers continue to experience renewal premium increases across nearly all lines of coverage. Beginning with the U.S., so far in the third quarter, renewal premium changes, that's both rate and exposure combined, are up 6%. That is higher than last quarter, which reflects less property business renewing in the third quarter and continued increase in casualty lines. Let me give you some flavor by line of business. Property is up mid-single digits. Casualty lines, including general liability, umbrella and commercial auto, are up 10%. Workers' compensation is up around 3%, while cyber and D&O continue to see low single-digit decreases. We continue to see more property renewal premium moderation for our larger U.S. clients compared to our small and middle market clients. We highlighted this dynamic last quarter. That said, we are seeing some of our larger clients increasing their coverage levels. Moving to Canada. Renewal premium changes are up about 3%. We are seeing umbrella increases in the mid- to high single-digit range, while property is flattish. So across the Americas, we continue to see rational carrier behavior with pricing differentiation driven by client loss experience. Good accounts get some premium relief in certain lines. However, accounts with poor experience are seeing greater increases. This is the ideal market for us to show our expertise, product knowledge and data-driven capabilities. Every client is different, and we can help each one of our clients get the right coverage at the most optimal pricing by line of business for their risk profile. That's our job as brokers and I believe we have the most talented team in the industry. And finally, I'll conclude with some thoughts on the third quarter. Through the first 2 months, we are seeing renewal premium increases greater than second quarter, net new business spread better than 2023, a negligible impact from midterm policy adjustments including audits, policy endorsements and cancellations. So based on what we are seeing thus far, we think third quarter organic in the U.S. will be about 5% and in the low single digits for Canada. Looking ahead, I remain bullish about our near, intermediate and long-term prospects. The investments we have made in sales talent, combined with our client-first culture and data-driven insights, puts us in a position to consistently win. Okay. I'll stop now and turn it over to Patrick Gallagher, who is going to discuss the remainder of our major property casualty retail operations in addition to London Specialty. Patrick?

Patrick Gallagher

executive
#4

Thanks, Mike, and good morning, everyone. This is Patrick Gallagher, and my comments today will focus on our international retail P/C units in the U.K., Australia and New Zealand, in addition to our London Specialty business. Similar to Mike, I'll touch on 3 topics. First, I'll mention these businesses. Second, I'll discuss the P/C pricing environment in each geography. And then I'll finish up with some comments on what we are seeing thus far in the third quarter. Starting with international retail. We operate in approximately 60 countries globally and have client capabilities in another 70 countries. Mike just covered Canada, so let me focus on the rest of our international retail operations, concentrating on the U.K., Australia and New Zealand. Combined, these geographies finished 2023 with more than $1.3 billion in revenue, placing around $8 billion of premium on behalf of clients. Breaking these operations down further, we are one of the 5 largest U.K. retail brokers generating more than $700 million of annual revenue across approximately 80 offices. In Australia, we are also a top 5 broker and have one of the leading commercial retail brokerage firms in New Zealand. Combined, Australia and New Zealand generate around $600 million of revenue annually through 70 different locations. Importantly, each of these retail platforms leverage the same sales techniques and tools as we do in the U.S. and Canada. They also rely heavily on our Gallagher Center of Excellence for large portions of their client servicing efforts. Outside North America, our retail sweet spot internationally is the middle to upper middle market, and our customers are similar in complexity to the U.S. and Canada. We also provide brokerage services to a wide range of large account risk management business, smaller commercial enterprises and high net worth personal lines clients. So similar clients with similar needs. So our sales approach and tools mirror that of the U.S. and Canada. That was done by design over the last decade. But it is important to note that our international operations have contributed considerably to what we have today, a truly unified global go-to-market playbook. A great example of this is our Australia and New Zealand small business strategy that we utilize across our U.S. customer base. That's just one example. So let me give you a few more that highlight our unified global retail strategy. First, CORE360, which Mike just covered. While we introduced CORE360 close to a decade ago as our U.S. retail value proposition, it is now our global go-to-market strategy. It's the foundation of our risk management discussions with clients and prospects of any size, anywhere around the world. Second, our niche practice groups. Many of them have been organized at the global level, allowing clients across geographies to benefit from our deep industry knowledge and expertise. Examples of our global niches include energy, real estate, hospitality and marine. Third is our data and analytics platform, Gallagher Drive. Here, we are able to provide clients and prospects, trends of Gallagher clients from around the globe. This includes what lines of coverage are being purchased, limits ultimately being bound as well as potential catastrophe exposure and claims forecast. The platform further differentiates us versus the competition. And producer utilization of Drive outside of the Americas continues to increase. And finally, SmartMarket. It, too, was originally developed in the U.S. but has grown into a global offering. Across our various international retail platforms, SmartMarket is being utilized by more than 20 markets. So through our cohesive retail strategy and standardized processes, we can develop a new product or implement a new sales tool and deliver it uniformly across our global footprint. And because we are competing against the small local or regional broker most of the time, these firms just can't match the offerings, insights, expertise or service anywhere around the globe. Now shifting to London Specialty. Our leading franchise has roots dating back to the mid-'70s. Here, we focus on larger commercial clients and also support retail agents and brokers around the world, placing specialty insurance solutions across 6 main trading divisions: Aerospace, marine, financial lines, construction, energy and property. Our 1,000-plus colleagues generate more than $600 million of annual revenue and place around $6 billion of premium annually. London Specialty growth has been fantastic in recent years, and we still have many exciting growth opportunities. Let me provide you with a few initiatives. First, we continue to invest in and further deepen our niches and specialisms. We are constantly looking to expand our capabilities, market relationships and product offerings that align with client needs. Second, we are looking to onboard and develop new talent. This includes seasoned producers that will add to our expertise across our 6 specialty trading units. We also continue to develop our own through our summer internship program and our graduate program, Gallagher Futures. Third is the utilization of SmartMarket. A number of specialty markets have enrolled for this service, and I believe our continued success with admitted carrier partners will drive additional carrier appetite through '24 and beyond. It's an important platform that allows us to trade with participants more efficiently. Now moving to my comments on the insurance pricing environment. Let me discuss what we are seeing so far in the first 2 months of the third quarter, starting with retail. In the U.K., renewal premium changes, both rate and exposure combined, are increasing 6%. Property is up 7%. Commercial auto, up 8%. Package and general liability are up 5%. Most other lines are up low single digits. Renewal premiums in Australia are up 4%. Most lines are seeing mid-single-digit increases. However, D&O is in the low single digits. New Zealand's renewal premiums are up 9%. Most lines are seeing high single to low double-digit increases, while D&O is closer to the mid-single digits. Within the London Specialty market, we continue to see underwriting discipline from carriers. However, on certain larger accounts that are deemed to be appropriately priced, we are seeing more competition within the property and financial line space, including D&O and cyber. Clients are leveraging improved pricing to reduce their deductibles, push for better terms and conditions and in some cases, buy more limit. Carriers remain cautious on U.S. casualty classes and continue to watch for clues on the direction of loss cost trends. We are seeing more facultative markets reduce their casualty capacity. However, there hasn't been a significant shift higher in pricing for this business. So looking broadly across the specialty market, we believe renewal premiums are moving modestly higher. Finally, new business production is ahead of last year, and at the same time, revenue retention remains strong across our major international retail geographies and London Specialty. Pulling it all together, I see third quarter organic for our U.K., Australia and New Zealand retail and our London Specialty units combined in the 7% to 8% range. So these businesses continue to perform very well and we remain excited about the remainder of 2024 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?

Joel Cavaness

executive
#5

Thanks, Patrick. Good morning, everyone. I'm Joel Cavaness. My comments today will focus on U.S. property casualty wholesale intermediary Risk Placement Services or RPS for short. Following the same cadence of Mike and Patrick's comments, my prepared remarks will also focus on 3 topics. First, I'll begin by providing an overview of RPS. Second, I'll give some comments on the U.S. wholesale market. Third, I'll wrap up with some observations related to the first 2 months of the third quarter. RPS was founded in the late '90s and has grown organically and through M&A to about $700 million of annual revenue today. We are the fourth largest wholesale broker in the U.S. and we place around $6 billion of premium on behalf of our clients. As a wholesaler, our customers are independent agents and retail brokers that need differentiated products, specialized solutions, unique capabilities and access to our carrier relationships. We were established to solve the insurance needs of all retail agents and brokers. And even today, around 75% of our business comes from agents and brokers unrelated to Gallagher. RPS offers solutions to our clients through 2 main businesses: First, open brokerage; and second, MGA programs and binding authority. So let me walk you through each one. Starting with our open brokerage business. Here, we support retail agents and brokers with access to surplus lines, products and capacity. We find coverage options and negotiate with insurance carriers on behalf of the retailer and their client. The types of insurance products we deal with tend to be very specialized and can range from hard-to-place property cover to complex casualty lines. In fact, placements can involve more than one carrier in order to fill out a particular program. Moving to our MGA programs and binding business. Here, we can underwrite, price, bind, collect premium and issue policies on behalf of insurance carriers. We take care of all aspects of the insurance transaction, but we do not take underwriting risk. We have around 40 programs spanning across both commercial and personal coverages. This includes nonstandard personal auto, amateur sports organizations and country clubs as examples. We compete against a wide range of insurance intermediaries and clients tend to choose RPS because we're easy to do business with, we're responsive and we have a wide breadth of products with strong carrier relationships. Ultimately, our goal is to be the recognized leader in the insurance intermediary market by providing a wide range of products and services across a very broad distribution platform. So we're constantly engaging and soliciting feedbacks from our retail clients to ensure that our product suite and offerings are aligned with their needs. We also have a national client relations team that provides concierge-level service to our larger retail partners. Throughout its history, RPS has excelled at helping customers quickly and efficiently find products, capacity and coverage. Today, we're leveraging more than $6 billion of premium data that RPS places into the market. Our data efforts allow us to better manage our own business through more timely insights, but more importantly, it's helping our professionals provide better advice to clients. And this same information is particularly useful when we're developing innovative products and new programs. Also worth mentioning is our e-commerce platform, which allows retailers to more efficiently interact with RPS. Our retail clients can quickly access more than 30 distinct specialty products through an online interface. You also heard Patrick talk about our SmartMarket platform, which allows a more efficient matching of carrier supply and customer demand. We have a handful of E&S carriers using the platform and we think that list will continue to grow. So our investments in technology, digital interactions with clients and carriers, combined with our vast amount of data is positioning us to be an even more attractive trading partner. So moving to the U.S. wholesale market environment. The E&S market continues to show impressive growth. A lot of this growth has been driven by risks migrating away from the admitted market, which we don't foresee changing anytime soon. Through the first 2 months of the third quarter, our data is showing renewal premium increases of about 6%. Property renewal premiums are up low single digits, general liability and commercial auto premiums are up about 7%, umbrella is up 12%, while most other lines outside of D&O were up mid-single digits. Across our personal lines programs, homeowners and auto businesses continue to see low teens renewal premium increase. Cat-exposed homeowners capacity, whether wind, wildfire or flood and convective storms continue to be very challenging. Overall, property renewal premium increases are moderating while casualty renewal premiums are increasing. So we continue to characterize the wholesale market as difficult. So let me finish with a few data points from July and August. First, new business production is up nicely over prior year with binding increases leading the way, thanks to double-digit increases in submissions. At the same time, client retention has improved. So we're seeing a more favorable net new business spread versus last year. Midterm policy adjustments, including policy endorsements and audits, are trending similar to last year's levels. So bringing it all together, it feels like third quarter organic for RPS will be between 8% and 9%. In summary, we believe the E&S market is poised for continued growth. RPS is well positioned to capture that growth through our expertise, deep and growing portfolio of products, outstanding service, carrier relationships and data-driven insights. I believe that we have built the best U.S. wholesale intermediary. We continue to win market share, and we're in a fantastic position to deliver another excellent year of financial performance. Okay. I'll stop now, and I'll turn it over to Tom Gallagher, who's going to discuss our reinsurance operations and our global M&A strategy in greater detail. Tom?

Thomas Gallagher

executive
#6

Thanks, Joel, and good morning to everyone joining us on the call. My comments today will focus on our global reinsurance operation, Gallagher Re, and then I'll switch gears, as Joel said, to discuss our global M&A strategy in more detail. Starting with an overview of Gallagher Re. This business was formed through the combination of our 2013 startup, Capsicum Re, and the purchase of WTW's treaty reinsurance business in late 2021. Today, Gallagher Re is the third largest reinsurance broker in the world. We finished 2023 with more than $1 billion of revenue, most of which comes in the first half of the year given the timing of our major reinsurance renewals. Our more than 3,000 reinsurance professionals provide advice, modeling, strategy and placement expertise on a wide range of offerings, including treaty reinsurance, facultative reinsurance and other risk transfer products to around 1,000 underwriting enterprises around the globe. Building on the success this business has experienced over the past few years, we see a lot of exciting growth opportunities in the reinsurance space. Let me provide you a few examples. First, we are expanding our global direct and facultative reinsurance offerings. We are ramping up our team focused on the [indiscernible] market and believe they are well positioned to grow the business. Second, we are investing in new talent, targeting increasingly important areas of risk and new geographies. We've identified a number of focus areas that we believe offer us opportunity for growth, including cyber and life insurance in addition to expanding our reach throughout Continental Europe. And third, we continue to execute on cross-divisional opportunities through Gallagher Bassett, our retail business and our MGA programs operations. And don't forget working together is ingrained in our culture. So we believe we have a leg up when leveraging existing Gallagher relationships. And while not related to growth, I'd be remiss if I didn't give a shout out to the reinsurance team for getting our new agency management system up and running in July. This has allowed us to cancel the TSA with WTW effective next quarter, an exciting milestone for the team. Frankly, there was a lot of heavy lifting to get to this point, and the team has done just a fantastic job. Next let me provide some comments on the reinsurance market environment from our midterm, midyear renewals. Property saw modest price declines, mostly at the top end of reinsurance towers due to increased capacity from both traditional reinsurers and the ILS market. Offsetting this dynamic was underlying exposure growth and increased demand by reinsurance buyers. Overall, premiums were flat year-over-year for the reinsurers. Casualty renewals saw terms and conditions tighten and some modest price increases concentrated in the U.S. Reinsurers continue to analyze new submissions given the industry's unfavorable prior year reserve development and their view of current loss trends. Those interested in a more detailed commentary on midyear renewals can find our 1st View market report on our website. I also attended the Reinsurance Rendezvous, and there were many constructive discussions between our reinsurance buyers and sellers despite the strong property-driven underwriting profits reported in the first half of the year, Hurricane Francine and the flooding in Europe reminds everyone that 2024 isn't over yet. With that said, terms and conditions are expected to gradually improve just like last year. On casualty risks. Our overall -- reinsurers continue to be cautious with little good news being reported on the state of the U.S. casualty market. Client differentiation here will likely be the key to a successful renewal. With all that said, it looks like reinsurers will have adequate capacity at 1/1/25 to meet increasing demand across both property and casualty treaties. Clearly, a lot can happen over the next 3 months, yet we believe Gallagher Re continue to perform very, very well in the back half of '24 and regardless of how the market environment unfolds in the near term. Pivoting to our global M&A strategy. Across our different businesses and geographies, the opportunity to grow through mergers remains tremendous. While this growth shows up initially as a merger, it helps fuel our future organic growth opportunities as well. According to one of the leading consulting firms, there are upwards of 30,000 agencies and brokerage firms in the U.S. alone, and we think there could be another 30,000 or so across our major operating geographies. Most of these firms are smaller, family owned and operated. Gallagher is a natural home for these entrepreneurial owners looking to add additional value to their current clients, help further advance their employees' careers and to grow their business. M&A at Gallagher is about believing we can be better together, that 1 plus 1 equals more than 2, perhaps even 3, 4 or 5. We've proven many, many times that a merger partner brings us relationships, expertise, market insights and creative thinking. We get their people and their brands, and that makes Gallagher better. For them, we have many exciting things to offer our merger partners, including leading industry expertise through our various niche practice groups; access to Gallagher Drive, our data and analytics platform; increased breadth, retail, wholesale, benefits, alternative markets and reinsurance; fantastic relationships with our insurance carrier partners, including unique product offerings. Also, we have a more efficient back and middle office through our Gallagher Center of Excellence and of course, a recognized brand name. Importantly, when you merge with Gallagher, we are your ultimate and final home. You won't ever have to change your name again. You won't be flipped. You won't have to stop investing in the business or make dramatic expense cuts to pay rising debt costs. And you know any equity you have in the organization is the exact same type of equity as all other employees and the management team. Merger partners immediately get our knowledge and know-how, allowing them to bring more value to their clients from renewing clients through Gallagher Submit, to comparing insurance programs to other Gallagher clients through Gallagher Drive, clients like me, to the quick turnaround time of certificates of insurance and the accuracy of the insurance policies being issued by the carriers and many, many more. All of these offerings and capabilities are becoming an integral part of our clients' expectations. As an owner, you have a choice to make, hope that your clients don't demand it, spend numerous years, lots of money and energy building it or get all of our capabilities overnight by joining us. Many firms are realizing this. As Pat said, our M&A deal sheet is showing around $1.4 billion of revenue for mergers in various stages of the process. That totals to around 100 tuck-in opportunities across retail, wholesale, benefits and reinsurance and in multiple geographies, including the U.S., Canada, Australia, the U.K. and Latin America. Of the 100 potential mergers discussed, our current pipeline with signed term sheets or term sheets being prepared is 60 mergers with around $700 million of annualized revenues. That includes 35 where we have agreed to terms for about $350 million of revenue and 25 term sheets that have been issued or are still being prepared for another $350 million. Now the remaining 40 or so, they're in early stages of quoting and collectively represent about another $700 million of annual revenue. While we know that not all of these will close, we believe we will get our fair share. We have a proven M&A strategy that will continue to deliver excellent results and returns. Okay, now I'll turn it over to Bill Ziebell, who's going to discuss our benefits brokerage and HR consulting operations, known as Gallagher Benefit Services. Bill?

William Ziebell

executive
#7

Thanks, Tom, and good morning, everyone. I'm Bill Ziebell, and I lead our employee benefits and HR consulting business, Gallagher Benefit Services, also known as GBS. My comments this morning will cover 3 topics: First, I'll provide an overview of GBS; second, I'll give you some insight into the market, our value proposition and our execution strategies; and I'll conclude with some observations from the first 2 months of the third quarter. Okay. Starting with an overview of GBS. The business was started in the U.S. during the mid-'70s and had been predominantly a U.S.-focused operation until entering the United Kingdom in 2010, Canada in 2012 and Australia in 2017. Today, we have nearly 9,000 employees with significant scale across HR and benefit services focused on products that cover employers' most pressing needs, including emotional, career and financial well-being. The business generated $1.9 billion of revenue during 2023, making GBS the fourth largest benefits broker and HR consultant in the world. The U.S. remains our largest geography and represents approximately 85% of our annual revenues generated from about 70 locations. The remaining 15% is predominantly from the U.K., Canada and Australia. Our producers provide solutions and access to products that help employers address their human capital needs. This includes traditional group insurance coverages such as medical, dental, vision, disability, life and various voluntary products that employers offer to their employees. We also advise on employer benefit plan design, provide financial projections of the plans and recommend potential cost saving strategies. Combined, these offerings represent nearly 2/3 of our revenue. The remainder of our revenue comes from retirement services, compensation consulting, executive life, HR consulting and other similar offerings that help employers address their overall human capital strategies. Most of the time, we are competing against local or regional benefits firms for middle market clients, which we define as businesses with somewhere between 100 and 5,000 employees. We also have a leading small group benefit business and serve many larger clients, providing an alternative to some of our bigger competitors. In fact, our geographic expansion and appetite for middle to upper middle market clients laid the groundwork for our multinational consulting business where we can help employers with operations outside of our core geographies. Before diving into some of our growth initiatives, let me talk about our client value proposition, Gallagher Better Works. It's the approach our professionals take to develop a total reward strategy that employers can use to attract, engage and retain talent while simultaneously managing costs. There's a plethora of employee benefits and rewards outside of compensation and medical coverage. For example, employers could invest enhancing financial well-being through defined contribution plans or offering other physical and emotional health products. Our bespoke and tailored approach helps clients move towards their human capital goals. Labor market remains strong overall, and the gap between the number of open jobs in the U.S. and the number of people of unemployed and looking for work is stabilizing, but it is still not easy for our clients to hire or retain talent. So that is still a top priority, but we are now also hearing from a growing number of employers that more efficiently and effectively managing rising medical costs is a close second priority or perhaps even a tie. For 2025, we are forecasting medical cost trends up to 8% and up to 13% for pharmacy coverage, both of which are 50 to 70 basis points higher than our analysis last year. Stop-loss trends are even more severe in the mid-teens to high 20s. These increases are being driven by many factors, including rising cost of hospital and physician services, growing frequency of high dollar claims and the impact of cell and gene therapies and specialty medications. That's why we believe elevated price increases are likely here to stay for the near and intermediate term. But remember, our job is to help mitigate these increases through program design and various point solutions and services. One increasingly important approach we are taking with prospects is called test drive. Here, we have clients provide us information about their employee population and benefits programs and then we leverage our proprietary data and experts to provide program design and coverage changes. Many times, we can propose ideas to enhance coverage while maintaining or even lowering costs. This is in addition to the roll out our version of Gallagher Drive, our data and analytics platform. So we are using data-driven insights to further separate ourselves from the competition across our HR and benefits platform. Our webinars, thought leadership and various content from experts continue to drive engagement with our customers and prospects. We have hosted around one webinar a week through August, covering topics like compliance updates, pension plan derisking, executive compensation, investment consulting sessions and how to prepare for annual enrollment. These online events, on top of the thought leadership pieces, we are publishing on a regular basis. These include reports focused on physical and emotional well-being, workforce planning and our Gallagher Better Works Insights magazine. Shifting to some comments on July and August, organic. During the first 2 months of the quarter, we saw favorable new business production and customer retention with our core U.S. health and benefits business, solid growth in our international operations, strong demand for our fee for service, individual products and retirement consulting offerings. The one quarterly reminder is our lumpy life business. We call these large life cases don't revolve around any particular renewal or inception date and sales can be highly sensitive to interest rates given the clients typically borrow to buy these products. As prospects sense decreasing borrowing costs, they may choose to delay their purchase as they attempt to time the interest rate environment. We are in that environment today. So business is shifting between quarters. Right now, we believe full year '24 actually will be fantastic, and many of these life product sales will get pushed to fourth quarter. So when I combine what we are seeing across our global business, third quarter organic is running about 3% to 4% and mid- to high single digits, leveraging for the lumpy life cases. Looking ahead, I believe we're positioned for growth. Our experts delivering on our Gallagher Better Works value proposition, combined with leading tools, insights and products will help clients navigate the most pressing HR and benefits needs. I remain excited about our future. Okay. I'll stop now and turn it over to Scott Hudson, who's going to discuss our Risk Management segment or Gallagher Bassett. Scott?

Scott Hudson

executive
#8

Thanks, Bill. Good morning, everyone. I'm Scott Hudson, and I lead Gallagher Bassett, our third-party claims administration business that is reported in our financials as the Risk Management segment. Today, I'll also cover 3 topics: First, I'll provide an overview of Gallagher Bassett or GB for short. Then I'll get some insights into what we're seeing so far in the third quarter and I'll finish with some comments on how the business is being positioned for the long term. On to the business overview. GB was formed in the early '60s by the Gallagher brothers and Sterling Bassett and has grown to $1.3 billion of revenue in 2023. Today, Gallagher Bassett is one of the world's largest P&C third-party claims administrators with about 85% of our revenue generated in the U.S. and the remaining 15% spread across Australia and to a lesser extent, the U.K., Canada and New Zealand. We have over 10,000 employees globally, and most of our claims resolution managers work from home. To be clear, we do not take underwriting risk, but rather adjust and pay claims on behalf of our clients. In 2023, we closed over 1.1 million claims and paid out around $15 billion on behalf of our clients. That level of annual claims paid would make us 1 of the 10 largest P/C insurance companies in the U.S. Most of our revenue is derived from servicing workers' compensation claims, while 30% comes from liability claims and less than 10% relates to property. In addition to our broad workers' comp and general liability services, we have specialty product offerings for medical malpractice, professional liability, environmental, product liability and cyber to name just a few. It's also worth noting that within the property space, we tend to focus on specialty classes and complex claims and are not large storm or catastrophe loss adjusters. So across comp, liability, specialty and property classes, our combined suite of products and offerings enable us to provide claims services for the majority of our clients' exposures. We segmented our business into a few different client types. First, large commercial customers, typically Fortune 500 businesses. These clients have balance sheets that allow them to self-insure or have sizable deductible programs. While they typically take on some portion of their own insurance risk, they outsource the claims resolution process to us. This is our largest and most mature client segment. Second are public sector clients. These include municipalities, state entities, federal governments and school districts. Our third client segment are group captive or alternative market clients. These insurance entities utilize our services for their claims infrastructure. And our fourth and last client segment is insurance carriers. These are underwriting enterprises that choose to outsource or white label a portion of their claim handling operations. With around $250 million of annual revenue across 150 different carriers, and even more if you include our work with the Australian work comp schemes, this continues to be one of the fastest-growing portions of our business today. Customers choose GB because we can deliver superior claim outcomes by leveraging our deep expertise, consistent execution and outstanding service. A superior outcome in some cases could mean avoiding a loss altogether or even mitigating a loss. It can also result from more efficient delivery of medical care, quicker return to work or greater employee satisfaction. We also customize our offerings to provide value for our clients. Our teams can prioritize brand protection, ensuring customer loyalty or getting employees back to work sooner. We can accomplish this by organizing our claim resolution managers around client and claim type. For example, we don't assign a resolution manager that handles slip and fall type claims to a large trucking loss. Rather, our offerings are tailored to align with client expectations of a best outcome. Our claim resolution managers also have access to proprietary leading-edge technology to achieve the best outcomes. These tools have been developed focused on what matters most to our clients and ultimately support and complement our professionals. This includes leveraging our data to guide decision making throughout the life of a claim, performance benchmarking tools, analytical reports, easy access to claim status and financial information and simple processes to facilitate the exchange of information. Our RIMS platform, LUMINOS, has consistently been recognized as the best in our industry, winning numerous awards. With that said, we continue to make enhancements and are introducing more machine learning and AI to improve risk and claim management program performance. About 90% of our U.S. claims are still handled by insurance carriers today. So there is a very large potential market for our insurance carrier services. Many underwriting enterprises are looking to grow, but are faced with aging claim systems and recruitment challenges. So outsourcing a portion of their claims handling can help them address these challenges. We also have specialist runoff capabilities that can help carriers eliminate claims infrastructure that's no longer needed. Our runoff services allow underwriting enterprises to move a large group of legacy claims to our platform, which can result in better outcomes and reduced loss adjustment expense. Moving to mergers and acquisitions. The TPA industry is much more consolidated than the fragmented brokerage market. So the opportunity set for mergers is narrow. For us at GB, M&A is a tool that we use to expand our offerings and deepen our expertise. A recent illustration of our strategy was our December merger with My Plan Manager in Australia. It's the leading provider of claim and administration support services to participants in Australia's National Disability Insurance Scheme. The merger enhances our capabilities, adds to our relationships throughout Australia and provides us with opportunities for growth. Moving to some comments on the third quarter of 2024. Let me provide you some data points on what we're seeing through August. First, client retention remains excellent. Frankly, we just don't lose a lot of customers. I was at a client event earlier this month and received a lot of positive feedback on the value we provide including our expertise, outstanding service and industry-leading tools. Second, our new business pipelines remain strong across all geographies and client segments. Our value proposition of superior outcomes is even more important as prospects react to cost pressures across their businesses. And third, new claim arisings continue to grow during the third quarter. Claims are increasing across workers' compensation, liability and property. That's a nice indicator of economic activity. Pulling it all together, we're expecting a strong third quarter, organic of about 7% and adjusted EBITDAC margin of around 20.5%. As we think about the full year, we believe organic will be pushing 9% and margins will be right around 20.5%. That would be another fantastic year. Looking ahead further, I believe the business is in great shape due to a number of factors: One, our continued investment in new claims resolution managers; two, the addition of new tools and embracing technology that further enhance and improve the claims experience; three, the development of new services, including integrated industry solutions; four, the expansion of our products and offerings. This includes broadening our specialty insurance capabilities to cover even more of our existing clients and potential customers exposures. Our efficient client-centric platform makes us the provider of choice. And lastly, our compassionate and client service-focused culture, which keeps client satisfaction at a very high level. As you can tell, I'm very bullish about our long-term outlook. Okay. I'll stop now and turn it over to our CFO, Doug Howell. Doug?

Douglas Howell

executive
#9

Thanks, Scott, and hello, everyone. Today, I'll cover 4 topics. First, I'll do a recap of the organic revenue and market commentary made by each of our business leaders and roll it up for the quarter and year. Next, I'll provide our current view on '24 margins. Third, I'll give you some soundbites from the updated CFO commentary document that we posted on our website. And then I'll wrap it up with my typical comments on cash, M&A and capital management. All right, to the business unit organic revenue recap. Mike, Patrick, Joel and Tom all provided you with positive outlooks on our global P&C and reinsurance brokerage operations. Across each of our business units, the teams continued to deliver excellent new business production and client retention. As for renewal premium changes captured within our proprietary data, we are seeing primary P&C increases moderating within property and accelerating in casualty. That's what's driving higher renewal premium increases in third quarter compared to the second quarter. We continue to see renewal premiums for small and middle market accounts increasing more than large accounts. By larger accounts, I mean those paying over $1 million a year in premiums. While this bifurcation is more pronounced in property lines, U.S. casualty increases are accelerating for clients of all sizes. As we look forward, we continue to observe concerns around the casualty classes and it's looking more and more like casualty rates will still need meaningful increases over the coming few years. So as we consider all this information, it feels like our global P&C units combined might post third quarter organic somewhere around 7%. Next, Bill walked you through our employee benefits and HR consulting business. With medical cost trends increasing, he has seen solid demand for our products and offerings. Accordingly, we see organic in the third quarter around 3% to 4%. And remember, as Bill discussed, that includes a timing headwind from the large life sales. So repeating Pat's statements from earlier, we are expecting full year organic growth of around 7.5%. That's in the range we've been providing to you. So no new news here. Doing the math, that would mean that the brokerage segment organic in the second half of '24 is expected to be around 7%. But we see that being around 6% organic growth in the third quarter and around 8% organic growth in the fourth quarter. Let me unpack that. Some of this is a repeat from what you heard our leaders say earlier in case you joined late. First, reinsurance revenues. Recall what Tom said, there's significant seasonality within our reinsurance business with the majority of effective revenues falling into the first half of the year. That business is one of our higher growers right now. So naturally, it just doesn't have such a meaningful positive impact to organic in the third or fourth quarter. Second, the lumpy life insurance sales. Like Bill said, buyers are waiting for a drop in interest rates. However, these are important client retention strategies for highly compensated individuals. So our clients can only delay for so long. So a shift from third to fourth quarter creates more than a full point headwind to third quarter brokerage segment organic that should come back in the fourth. And then just a third housekeeping item to call out. Just a reminder that fourth quarter is when we complete our annual review of ASC 606 assumptions related to the amount of and how quickly services are provided before and after the placement of an insurance policy. Nothing new here, just a reminder, such is in process. So what does all this boils down that you've heard to from the business? It boils down to double-digit revenue growth. Our Brokerage business is running organic in the 7s. Our Risk Management segment is running organic in the 8s. Now toss in another 5% to 7% or so of M&A growth, and it shows how we can continue to be a double-digit growing business. In fact, we have grown total revenues 13% or more in 10 of the last 13 years. Of the other 3, COVID caused 1 year, yet we still grew 5% in 2020. The stock market upheaval in late 2015 and early '16 caused another year, yet we still grew 5%, and the third year was still over 8%. So our strategies are proven and we have a really strong growth track record. Let me now shift to our Brokerage segment adjusted EBITDAC margins. We still believe we are positioned to expand full year margins by about 60 basis points. So again, no new news here. Recall how we do our quarterly walk-through on margins. First quarter headline margins went backwards 30 basis points due to the rolling impact of M&A, mostly bought, which closed in April. Excluding the roll in M&A impact, margins would have expanded 60 basis points. Then in second quarter, the headline margins expanded 100 basis points. Now looking towards third and fourth quarter, and as we've said before, we are now lapping the carryover impact of '23 raises and pulling a few expense levers that keep us confident that we can post third and fourth quarter margin expansion in that 90- to 100-basis-point range. And don't forget these expansion figures levelized for the impact of FX. So for third quarter, you need to start with last year's margin of 32.4%, then levelized for the expected 20 basis point FX impact. That gets you to a 2023 third quarter starting point of 32.2% and then that corresponds to our expected expansion of 90 to 100 basis points over the top of that. And then as you think about fourth quarter, the expected FX impact is a 30-basis-point adjustment to 2023 fourth quarter, again, using current FX rate. Follow all that, and it gets you to full year '24 Brokerage segment margin expansion of 60 basis points and nearly a full point without the M&A rolling impact. One of the reminder worth highlighting again relates to future M&A. As we have discussed in the past, more and more M&A targets are running margins below ours. That does not mean they are not profitable, just not quite as efficient as our operations. We won't shy away from great businesses that run lower margins because we know together, we can be better. And just it's worth me saying it, when those partners join us, they get actual tools and capabilities, not just ideas on a whiteboard. This is a really important differentiator. Our merger partners get resources, tools and teammates that help them win today, not unproven ideas on that whiteboard that lack any meaningful budget to fund them. And these unproven ideas might take others 5, 10 or 15 years to deliver. So merger partners have a choice. Get it today with Gallagher or likely never get it on their own or wait maybe a decade if they sell to most all of the other acquirers. The choice seems simple to me, I would go with Gallagher today. And before I go to the CFO commentary, it's worth another mention that our Risk Management segment is looking at posting 20.5% margin here in the third quarter and around that level for the full year. Scott said, that's terrific work by the team. All right. Let's move to the CFO commentary document. Starting on Page 3, this provides you with the usual Brokerage and Risk Management segment modeling helpers. A couple of comments here. First relates to foreign exchange. Relative to late July, the dollar has weakened a bit. So please take a look at the updated revenue impacts we've provided here for the remaining quarters and full year. So I can take a look at depreciation. We've revised our estimate for Brokerage segment depreciation, which also includes recent foreign exchange rates as well. When you turn to Page 4 of that, to the Corporate segment outlook, just 2 small items to call out for third quarter. The first one is a small tweak to our interest in banking expense line. And second, the movement in FX is creating an additional unrealized FX remeasurement expense. So we have lowered our after-tax earnings estimate for the corporate line to reflect this. But remember, FX could still end up being a positive or a negative earnings surprise, depending on where FX lands by the end of the quarter. Then turning to Page 5. This page is a reminder about our tax credit carryforwards. Over the next few years, we expect to fully utilize our tax credit balances, which were around $800 million at June 30. This will create additional cash flow of about $130 million this year and even more in '25 and later years. And don't forget, this benefit will show up in our cash flow statement rather than our P&L. It continues to be a really nice cash flow sweetener. Moving now to the top of Page 6. This disclosure we provide should help you better model the major components of investment income, premium finance revenues and fiduciary interest income. We have updated our estimates for current FX rates and yesterday's actions from the Fed. Punchline is, we have a total of 75 basis points of cuts in the second half of '24 estimates. But remember, there are additional factors outside of short-term rates that can influence these revenue, including seasonalities and changes in cash we hold on behalf of our clients and our own cash balances, how we time M&A and if we have to do any additional borrowings. Even with that said, we hope this is a useful guide as you build your models. So moving down to Page 6, to the M&A rollover revenues. You'll see that we are expecting around $125 million of third quarter rollover revenue within our Brokerage segment and $20 million in our Risk Management segment. That shouldn't change much here in the third quarter, given we're so close to the end of the quarter. So please make sure you reflect these estimates in your third quarter models. And then you'll also need to make a pick for fourth quarter '24 and full year '25 based on our strong pipeline of opportunities. So let me finish up with my typical comments on cash, debt and M&A. At the end of August, available cash on hand was around a full $1 billion. Our current cash position, combined with strong expected free cash flow, positions us well for a pipeline of M&A opportunities. In total, we estimate about $3.5 billion to fund potential M&A opportunities during '24 and another $4 billion in '25. And like Pat and Tom said, we have 100 mergers on our sheet totaling around $1.4 billion of revenue. So the punchline here is we're in a really nice position when it comes to M&A and cash headed into year-end. Okay. Those are my prepared remarks. We are more than halfway through the year, and the team is executing very well against all of our strategic priorities. Our full year '24 organic is expected in the high single digits. Margins are increasing. The M&A pipeline is strong, and our culture is unstoppable. It should be another winning year for Gallagher. So okay, operator, I think we're ready to move to Q&A.

Operator

operator
#10

[Operator Instructions] Our first questions come from the line of Elyse Greenspan with Wells Fargo.

Elyse Greenspan

analyst
#11

My first question, I guess, is on the Brokerage outlook, right? You guys are now looking for 7.5% for the full year. If I recall correctly, you guys had, on some prior calls, pointed to perhaps tightening the range to 7.5% to 8%. So it does feel like it's a little bit lower. And I know there's some pushes and pulls. The U.S. and international both seem a little bit lower. But what changed, I guess, broadly today versus when you told us on the Q2 call that perhaps the year would be 7.5% to 8.5%?

Douglas Howell

executive
#12

Not a lot, Elyse, I think if you really look at that difference in the range, it's still in the range. We said 7.5% to 8%, somewhere in that range. The timing of the life cases, the pipeline is good. It's strong. If there's a feel that there's further cuts coming, maybe some of those won't necessarily get done by the end of the year. And then we are seeing some moderation in property, but we do have 2.5 months of wind. And more and more casualty, you're just hearing it everywhere that rates need to go up. So I think that will provide some stability in '25. But when you look at 0.5 point on a couple billion dollars, it's not a huge number of difference when you boil it down to what it means to our EBITDAC. So it is lower. Our margins are still holding up, still strong on that. So it might be just a little bit more caution coming into the end of the year.

Elyse Greenspan

analyst
#13

And then you guys have previously said that next year looks a lot like this year, right? So it's 7.5% for the full year, kind of like a 7% for the second half of the year. So what does -- based on maybe this little bit more cautiousness for half year 2, what does 2025 feel like right now for Brokerage?

Douglas Howell

executive
#14

For the year, I still see it being a lot like this year. Yes, we do have strong reinsurance growth coming in the first quarter. Benefits is a big first quarter item. So even though we have a little seasonality in our growth patterns, I would see next year coming in a lot like this year. So I don't think that changes at all. And I don't think I would start with the 7% for the second half and assume that's where we're going to be for next year. You got to look at the full year.

Elyse Greenspan

analyst
#15

Did you guys say what the reinsurance organic growth is expected to be in the Q3? I know it's a smaller quarter, but what's embedded in the Brokerage guidance?

Douglas Howell

executive
#16

We didn't say that. Let's see if I can dig it out. Do you have another question while I will look at that?

Elyse Greenspan

analyst
#17

Yes. And then my last question is on the M&A side. So you guys gave a lot of color on the pipeline. But it sounds like that's a tuck-in pipeline. I'm just curious if you guys can update us on what you define as a tuck-in. And if you were looking at large deals, I guess they would be in a separate pipeline. Any color you can give us on that?

J. Gallagher

executive
#18

Well, let me just give you -- overall, what you see us doing year in and year out is coming up on 100 acquisitions, right, something in that order. And most of those are what we would define as tuck-ins. So tuck-ins, to me, and this is not a defined topic. This is my feeling. I think most of these -- as we said in our prepared remarks, most of what's available in the market is well under $25 million. So if you look at business insurance last year, U.S. market, top 100, #100 did something on the order of $35 million. So under that, top 100, you have over 29,000 agents and brokers in America. Now we know that, not only from Bobby Reagan's research, but for the fact that RPS trades with about 15,000 to 20,000. So we know what's out there. And I would say any of those under that top 100 would be considered a tuck-in. And that is always predominantly what we see in our pipeline.

Douglas Howell

executive
#19

Yes, Elyse, let me amplify that. There's nothing cute in our words. We're working on 100 deals that add up to $1.4 billion. That's the complete list. That's all we're working on.

Elyse Greenspan

analyst
#20

That's helpful. Did you find the reinsurance growth? Or do you want to circle back on that later?

Douglas Howell

executive
#21

Yes, we think that in this -- yes, I did. Sorry, I forgot. I think it's about the same as what we're running. These are pretty small quarters for us. So I would say it's in that upper single digits.

Operator

operator
#22

Our next questions come from the line of David Motemaden with Evercore ISI.

David Motemaden

analyst
#23

I had a question on the 8% organic that you guys are expecting in the fourth quarter within Brokerage. Doug, you had mentioned that you were expecting some of the life sales to get pushed into that quarter just given the rate outlook. Are you expecting that it's all going to come through in the fourth quarter or that some of it gets moved to 2025?

Douglas Howell

executive
#24

I think I put a decent amount of assumption in the fourth quarter, but not overly aggressive in that -- in our assumption. But there are some that we're working on that we think will get done between now and the end of the year. There's some that we're working on that could get pushed into '25. But I think that gives me a little bit -- that's what I was saying to Elyse, that maybe being a little cautious on those is probably why we're more in that 7.5% versus the 8% range for the full year there. So there's a decent amount of assumption, but it's not a full boat.

David Motemaden

analyst
#25

Got it. Okay. That's helpful. That makes sense. And then I heard a few times throughout the course of this call, just on midterm policy adjustments. It sounds like the positive impact from that has been moderating a little bit. Could you just level set us in terms of how much that has helped the organic growth, I guess, over the last few years and, I guess, in the first half of the year and how we should think about that going forward?

Douglas Howell

executive
#26

Yes. Here's -- I'm just looking at the sheet right now from last night's overnight. I would say the monthly amount that we're looking at here is still very strong. I think it's the amount of positive audits that has slowed down just a little bit, which is probably natural coming out of COVID, where there was more folks going back to work. So that was probably a little greater in the years '22 and '23, and that's kind of back to more normal norms now. In the course of any quarter, those are making up -- and again, I just want to make sure I get to the right spot here on the sheet -- that in a quarter, they're probably giving us 20 basis, 30 basis points worth of lift in the past and maybe now they're -- it's not -- maybe it's more flat for the [indiscernible] of the impact. But it's that type of range. We're not talking about a full point swing or anything because of these. We're talking about 20, 30 basis points of swing.

David Motemaden

analyst
#27

Got it. Okay. That's helpful. And then just a bigger picture question. Could you guys just remind me the size of the large account footprint that you guys have today? And maybe just reset us on how you guys view the relative attractiveness of that large account market versus your core middle market that you guys have done so well in historically?

J. Gallagher

executive
#28

Yes, David, let me take that first, and then I'll throw it to Mike Pesch for some additional color. But I read in your question what I hear when I'm out in the field. We're not changing our focus. [indiscernible] are you now going upscale? Gallagher Bassett was started in 1962 to support Beatrice Boots, a Fortune 100 company. We've done Fortune 100 work for 70 years. And it's not a new focus. We've been going to RIMS, since RIMS started. We've got a nice booth. We do a good job of -- preponderance of Gallagher Bassett's business is with the risk management community in large accounts. Our Brokerage business, every time we do an acquisition, there's a good opportunity that 1 or 2 of their good accounts locally would do in that risk management world. No change in focus whatsoever. We're very, very good at risk management. And I don't mean to come on these calls with all of our people listening in and say, "Oh, we don't do risk management." We're damn good at it, and we're proud of it. Now the preponderance of our business is in the corporate middle market world, where owners need to defend and protect their livelihood in their property, and that is, by item count and by dollar amount, our largest market on a global basis. Mike, go ahead and add to that.

Michael Pesch

executive
#29

Yes, David. I would share with you a couple of things. So when you say large account, everyone has a different definition. So I mean, I will start with that. But I think secondly, when you look at that large account or risk management space, and I think I've said this before on previous calls, many risk managers choose to have multiple brokers involved in the placement of their risk. And so when you look at any one given large risk management logo, they're probably going to have 2 to 3 different brokers. So we participate and have earned the right to participate in many of those lines of coverage because of our expertise. And then I'll leave you with the fact that I've shared with you a couple of times before as well in that our takeaways on accounts that generate over $100,000 in income to us or more comprises -- or takeaways or earned new business comprise about 53% of our overall new business, which is at a record level again this year in the U.S. So it's a bigger a part of our business that we're earning, but we're earning it because of our expertise, and we're earning it because we have the capability. So I would tell you again, it's not a strategy shift like Pat said. A bulk of our business is in that mid market space, but we are earning the right to have a seat at the table in the larger account space.

Patrick Gallagher

executive
#30

And I'd add to that, David, one other thing that, that -- Mike's comments about the wins is reflected in our business around the world. We are winning bigger accounts all the time.

Operator

operator
#31

Our next questions come from the line of Alex Scott with Barclays.

Taylor Scott

analyst
#32

I wanted to go back to the comment you made around casualty reinsurance. And I think you mentioned there were significant tightening of terms and conditions. So I just wanted to see if you could provide a little more color there. And -- I mean, it didn't sound like it was necessarily driving rate up significantly yet, but just further market commentary there would be great.

Thomas Gallagher

executive
#33

Alex, this is Tom Gallagher, and attending Rendezvous in the past week, there is concern in the marketplace about the casualty book of business. I don't know that anyone's anywhere near defining the ultimate terms and conditions. The bid-ask between what the reinsurers want to provide and what the primary carriers are asking for is still separate. We will have a much better understanding of it as we approach the end of the year. And I assure you, our team will be ready to do the best work that they possibly can for our clients.

Douglas Howell

executive
#34

Yes. I think, [indiscernible] and you might want to look at what Fitch just put out a report that talks about the casualty market and how reinsurance should behave on it. So it's a pretty good report, kind of aligns with our looking at it. But the answer is, there's a need for rate and there can't be a softening of terms and conditions by any means.

Taylor Scott

analyst
#35

Got it. And then I want to circle back on the comments you made on RPS. I mean it sounded pretty positive on the E&S market. And I just wanted to understand sort of the dynamics between casualty and property. I guess on casualty, are you seeing some of the capacity issues that I think you mentioned for the admitted market translate into volume moving into E&S. And are you seeing the opposite in property at all?

Douglas Howell

executive
#36

The kind of accounts that we generally do on the property side are not going back to the admitted market. The admitted market is still pretty disciplined in their ability or willingness to do cat or tough, tough property accounts. So we're really not seeing that migration. You might see an account here or there. But certainly, there's not a continued flow back to the admitted market. And I really don't see that happening any time in the near future, certainly because it's a light of that. And candidly, they've lost a lot of that expertise of underwriting to the more specialty E&S carriers. So when you combine fairly big lack of appetite with the fact that many of them no longer have that kind of talent to underwrite it, it's going to stay in the E&S market.

J. Gallagher

executive
#37

Well, this is Pat. To your question, too. If you take the combination of layered and shared property, which needs the E&S expertise, and those accounts are not getting easier to place, and you take the squeeze that we see coming that exists in casualty, you're going to see continued E&S growth. No question about it, whether it's 20% as it has been during this more difficult market or less, it's not going to shrink in my opinion.

Operator

operator
#38

[Operator Instructions] Our next questions come from the line of Yaron Kinar with Jefferies.

Yaron Kinar

analyst
#39

I had a couple of questions around margins or how to think about margins. So first, with the Fed starting to cut rates, what would 8% organic growth amounts in terms of margin expansion expectations compared to the 60 basis points for '24 or maybe close to 100 basis points ex-Buck?

Douglas Howell

executive
#40

I'm sorry, just say it again, what would the -- 1% more interest rate? Just ask the question again. I'm sorry.

Yaron Kinar

analyst
#41

Yes, sure. With the Fed starting to cut rates, so less of a favorable impact from fiduciary income going forward, what would the 8% organic growth come to as far as margin expansion expectations? I think for '24, you talked about 8% organic growth giving us roughly 60 basis points or I think it's closer to 100 basis points ex-Buck. So if we had 8% growth in 2025 with a lower interest rate environment, what would that translate into in terms of your expectations for EBITDA expansion?

Douglas Howell

executive
#42

All right. Let me unpack that just a little bit. First and foremost, I just want to make sure we're clear. Any of our organic growth numbers have never included interest income. So that's something that, that when we talk about organic and some of our other publicly traded brokers include that or treat it differently, but we do not. What we are seeing in terms of what does it mean for us if there's a point less of short-term rate in our margins. I'd have to do that math, and I'll work on it here maybe. But I think there's a bigger kind of overall view. Yes, we might give a little bit back from the -- off the top of the rates that we're seeing throughout this year. So maybe just a little bit less interest income coming into our books. But just all the comments that are coming out of Fed, these higher interest rates, the long bond staying maybe in that 3% to 4% range, seems more like a permanent position for us to, I'm going to say, count on for the foreseeable future. So it seems to me that investment income for us and others seems to be more permanent given the Fed commentary. So the other thing too is, as they cut it, you got to remember that translates into more exposure unit growth as the economy gets better. It still is showing that there is inflation out there even at those levels. And remember, there needs to be a look at overall inflation and the claim inflation, which I argue is well outpacing just the overall headline inflation number. It does cause some -- the carriers are going to need to take more rate because they're not going to get quite as much interest income when these rates come down. And I think that when it comes to interest income, and if we get kind of a stable 3% to 4% range on that, our investment income should continue to grow as our business grows proportionately. We're just going to continue to get bigger. So if we double our Brokerage business, then we're probably going to double our interest income. So all of these things, when you ask me to kind of distill the mosaic of all these pieces coming together, it's probably a net positive for us even with the little tweak down from the top of the interest rate environment. So this environment, stable, consistent 3% to 4% long bond type rates. I think when you check all the boxes, given a little bit off the top that we saw, probably the net positives are so much better. So this is a really, really good environment for the brokers right now when it comes to the interest rates coming off, even if it comes off a point, we're going to pick it up in other areas. So I don't have a firm answer for it. I don't think I can pull it together. Maybe I'll do some work on that for our next call or our December IR Day.

Yaron Kinar

analyst
#43

Got it. Makes sense. And then my second question, specifically looking at the reinsurance brokerage, which I think we generally think of as one of the higher-margin businesses you have. If growth there -- especially rate-driven growth starts slowing, does that ultimately result in a higher comp and benefit ratio because you're still paying up your workforce? Or do you have offsets there, including variable comp to maybe still have margin expansion even as rate-driven growth slows?

Douglas Howell

executive
#44

Yes. To the second question, there are offsets to that because there is variable comp. But also that business, it doesn't run substantially better margins than our overall Brokerage business reports. I mean this isn't one of those things where it's an outsized 2x. I mean maybe it performs 10% better or something like that on the -- not 10%, but maybe it's running in the mid-30s versus the lower to mid-30s. So I don't see that -- the big issue on that is I think there's going to be such -- there's still a supply and demand issue here. I think customers are going to want to buy more reinsurance. I think they're seeing that reinsurance is an efficient capital source for them. So as casualty is still tough, property might be a little opportunistic, but I think there's going to be more and more buys that will more than offset any of the -- hold steady on rates type environment.

Operator

operator
#45

Our next questions come from the line of Meyer Shields with KBW.

Meyer Shields

analyst
#46

Pat, you talked about how there's a little bit more pricing upside in smaller accounts and midsized than in large. Can you talk about the exposure unit growth? Is there any meaningful slowdown that's concentrated on the smaller account side?

J. Gallagher

executive
#47

No. In fact, it's -- one of the things I really like about Doug's comment about what happened yesterday when it comes to our audits and cancellations and renewals, we've got great data on that, and our mid market clients continue to have very, very -- they have steady growth. I was going to say significant, that's probably not fair. What we see in the economy is a continuation of steady growth; recruiting people, population and employment growth and it's not just one sector driving the economy. Now when I look at sector, I mean, it's not just construction, although construction is great. It is broad-based, it's consistent, and I think it's incredibly healthy. And we've seen that through a pretty good length of this up cycle since COVID, and we do not see it falling off.

Michael Pesch

executive
#48

Meyer, this is Mike Pesch. I would just add, when you drill down a bit further and look at the personal lines segment, we're still seeing very tough conditions, both in your standard personal lines and certainly in the private client space, access to capacity, things of that nature. Even though the wind hasn't blown in Florida, it's still a tough environment for many of those customers. So we're seeing some significant rate in those sectors.

Meyer Shields

analyst
#49

Okay. No, that's very helpful. And if I can switch also to reinsurance. We've heard a couple of other brokers talk about starting reinsurance brokerage unit. And I was wondering whether there's increased competition for the talent that you guys have?

J. Gallagher

executive
#50

Well, I think, first of all, Meyer, we're in a business where talent is everything, which is one of the reasons we emphasize every chance we get, the opportunity we provide our people to participate long term in our growth and success and in the growth of our professional capabilities for our clients. I'll stack that up against anybody anywhere that doesn't have the kind of cash flows we have to invest in what we do for our clients. And then on top of that, something we emphasize on these calls, and I think you know this from following us for years, we emphasize literally every day here, we believe in our culture. And we find that it is something that is a glue. It's a glue during hard markets, soft markets, what's going on. We're customer-focused. We take care of our people and we invest in the business. And so you're always going to have people looking at good businesses and saying, "I can do that. I'd like to be in it." We'll just stick to our knitting and keep growing and let the others do what they want to do.

Operator

operator
#51

Our last questions will come from the line of Maxwell Fritscher with Truist Securities.

Maxwell Fritscher

analyst
#52

Calling in for Mark Hughes. Just one question for me this morning. For the 8% to 9% organic outlook for the wholesale brokerage, can you provide the breakup between the open Brokerage and the MGA binding authority businesses?

Joel Cavaness

executive
#53

Yes. I mean, it's -- we probably not see a huge differentiation between the 2. Binding continues to do really well. But, I mean, it's pretty consistent, probably look at wholesale brokerage towards the upper range. Binding is somewhere in the middle range of that number, but both continue to do really, really well. The binding side, you're just seeing significant submission increases, which drives a lot of that growth. But Brokerage is still on the high end of that number.

J. Gallagher

executive
#54

I think that's our last question. So let me just make a quick comment, and we'll close it up. First of all, thank you very much for joining us this morning. We're trying to be repetitive, open and hopefully informative. And as you heard from the team today, I think we've built Gallagher for obviously continued growth through any market environment. And I think that stands out when you take a look at our return numbers. I think we're incredibly well positioned to continue that financial performance over the long term. And we look forward to speaking with you again after our third quarter earnings at the end of October. Thanks, everybody, for being with us this morning. We appreciate it.

Operator

operator
#55

Thank you. This does conclude today's conference call. You may disconnect your lines at this time. Enjoy the rest of your day.

For developers and AI pipelines

Programmatic access to Arthur J. Gallagher & Co. earnings transcripts and 32,000+ others is available through the EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments, full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.