Arthur J. Gallagher & Co. (AJG) Q4 2013 Earnings Report, Transcript and Summary

Good morning, and welcome to Arthur J. Gallagher &. Company's Fourth Quarter 2013 Earnings Conference Call. [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 conference call, including answers given in response to questions, may constitute forward-looking statements within the meaning of the securities laws. These forward-looking statements are subject to certain risks and uncertainties that will be discussed on this call and which are also described in the company's reports filed with the Securities and Exchange Commission. Actual results may differ materially from those discussed today. It is now my pleasure to introduce J. Patrick Gallagher, Chairman, President and CEO of Arthur J. Gallagher & Co. Mr. Gallagher, you may begin.

Thank you, Brenda, and good morning, everyone. Welcome to our fourth quarter and year end conference call. We appreciate you being with us this morning. Today, I'm joined by Doug Howell, our Chief Financial Officer; and the heads of our operating divisions. Simply said, I could not be any prouder of our team and our results for the fourth quarter and full year 2013. We're working towards a strong finish as we entered the fourth quarter and the team surpassed even my high expectations. I simply could not have asked for better performance from our team. Literally, every division across the globe contributed to our record results. Combined Brokerage and Risk Management had adjusted revenue of 18%, 6.2% of that was organic, 22% growth in adjusted EBITDAC. These are outstanding results. Brokerage and Risk Management segments combined grew our adjusted revenue in the year $369 million. This is a real testament to our sales culture. Everyone of us in the company understands everywhere in the world that we get up every day and we understand that our number one job is to keep the clients we have and to attract new clients. We all understand that nothing happens until somebody rings the cash register. We continue to get stronger and stronger every quarter every year. Today we've proven that any account of any size anywhere in the world we can serve. That is exciting. On the mergers and acquisitions front, 2013 was a banner year. We completed 31 transactions, 2 of which were really sizable. Bollinger in the Northeast and Giles in the U.K., added significantly to our revenue base in both locations. Including the other 29 completed acquisitions, we approached $400 million of acquired revenue and $130 million of annualized EBITDAC. We paid a blended multiple of about 7.6x, which we believe is a fair and reasonable multiple and we only had to use about 1/4 of the aggregate purchase price in our stock. All our partners had choices. I'm proud they chose to join Gallagher and I want to welcome them to our growing family. And our pipeline going into 2014 is very robust. So expect 2014 to be another strong merger and acquisition year. In 2013, our workforce expanded by about 2,600 people, almost all of whom joined us through the merger and acquisition process. We like to say that we added 2,600 more brains, who are working in our culture and our niches in our specialties add incredible firepower. These new colleague add tremendously to our capabilities and our opportunity to continue to grow. Let me add some color now by business line. I'll start with property/casualty retail in the United States. We had a strong new business year, a great acquisition year and solid retention of accounts in the year. We saw our rate increases throughout the year and we saw the economy show signs of getting healthier. Yet, think about this, only about 1%, in fact less than 1% of our organic growth, came from rate in the economy this quarter. So for 2014, as we look at the rates, we expect the property/casualty market to remain stable with increases on most lines being somewhere in the order of 2% to 3%. The one exception to that would be larger property schedules in areas that have not experienced severe losses. And frankly, those customers deserve a decrease after a number of years of benign weather. But my continued surveys of our people show underwriters continue to account underwrite and they understand that there's loss cost inflation. Managements have shown discipline for 3 years and carrier managements continue to tell us to expect the same in the future. They must maintain their discipline because if they don't, they won't have a return. Adequate returns can only be driven by underwriting profits. So if discipline remains and rates are flat to up 2% to 3%, we should see solid organic growth from our new business efforts. On our wholesale business, we had strong organic growth in 2013 and we see business startups, primary market discipline continuing to present our wholesaler RPS, Risk Placement Services, with great opportunities. RPS is the largest MGA operation in the United States, according to Business Insurance magazine. Our program business is seeing good growth opportunities and our open market Brokerage is receiving good submission activity. On our benefits business, 2013 we were lifted by our clients and prospects need for help with the new healthcare act. Sorting through new regulations, consulting around exchanges and helping clients decide how all of this fits into their HR strategy will continue to be a boom for us in 2014. Our international property/casualty business has been our fastest-growing business. Not only did we do one of our largest acquisitions in 2013, that was Giles, but our organic growth in the international PC World was the highest of the group. We were strong in the U.K., Australia, Canada, Mexico and the Caribbean. Our opportunities to expand outside the United States are growing because we now have platforms around the world that allow us to pursue bolt-on and folded acquisitions, and we will see more activity in that regard in 2014. Our Risk Management business had 9.3% organic growth in 2013, and we successfully completed a number of customer-based investments in systems, people and capabilities. This is leading us to our best new business start in 2014 in 7 years. Plus, we had a carrier outsourcing arrangement that we started at January 1 that will be over $12 million in revenue. We continue to see great opportunities to be an outsourced partner to the underwriting community. Our investments in Gallagher Bassett are paying off in customer wins in what is a very competitive environment, and GB was named the best U.S. TPA by the voting readers of Business Insurance magazine. And finally, our shareholders had a great win in 2013. Shareholders received a 40% return including dividends for the full year in 2013. In our last board meeting, we increased our dividend again. Okay. 2013 is over and we're off and running in 2014. The moves we make, acquisitions, organic higher systems investments in 2013 should put us in a very good position for continued growth in 2014. We are bullish. Most importantly, this is really critical. As I travel throughout our global network, I can tell you that our unique Gallagher culture is thriving. Teamwork is everywhere, clients are being served exceptionally well, our people are turned on, excited by our growing capabilities and will believe we're just getting started. Doug?

Thanks, Pat, and good morning, everyone. It's nice to have a great quarter and I'm encouraged about our prospects in 2014. We'll start on Page 2 with the Brokerage segment. Like Pat said, a terrific quarter and a terrific year. In the quarter, you'll see the integration costs related to Bollinger and Giles, which were right in line with what we discussed in our last conference call. You will also see severance primarily related to management redundancies, as we consolidate a number of our similar international operations under common leadership. That process is going very well and looking towards 2014, expect to see $0.03 per quarter in total for integration and severance, as we continue to bring our various operations together. Statement of Brokerage, we're turning to Page 3, to the revenue table at the top. Some flavor behind the organic 5.8%. First, you should know that we did have a few nonrecurring wins that fueled organic by about 20 to 30 basis points in the fourth quarter. Those are great wins to have, but not likely recurring revenues next year in the fourth quarter. Second, when I look at the organic across our various Brokerage units, all performed very close to the mid-5% -- mid-5% range in the U.S. That's our retail units, our wholesale units and our benefits units. They're all right near the average. International, as Pat said, was in the upper-single digits. Third, you heard it from Pat, but it deserves a special mention. I went back and I looked at the last 12 quarters of organic growth. During that time, there's not been one single quarter or more than 1% of our organic growth came from rate and exposure. We just sell more than we lose, we're not overly sensitive to slightly up or slightly down rates and we grew even during a time of a sputtering economy. It simply shows that we should have continued organic growth, especially as the economy gathers steam, even should rates become a little bit flattish. Moving to the Brokerage operating tables on Page 3, and then to the overall adjusted EBITDAC margin on Page 4. Comp is down, operating is flat, which resulted in EBITDAC being up 100 basis points. That is right in line to what we thought in the last call, but some comments behind the margin. First as we discussed last quarter, Bollinger and now Giles too are seasonally a bit smaller in the fourth quarter. So to the extent they were a little drag on margins that was offset by a little bit of margin lift coming from the nonrecurring wins I mentioned just before. Either way, they just offset each other. Second, recall that a year ago, we took the proactive step to reduce our workforce to offset most of the underlying inflation in salaries, benefits and health and welfare. As we come into 2014, while we do have some operational improvement initiatives and I do feel like we can continue to shift more work to lower-cost labor locations, there is some underlying workforce inflation. So we're now back to our message track of about 18 months ago. If we don't have greater than 3% organic growth, don't model much of any margin expansion, other than about 80 basis points because of Bollinger and Giles, which were on higher margins. Third, it's time for my annual reminder. Recall that our Brokerage segment is extremely seasonal with our first quarter, by far the smallest. So please make sure we factored that seasonality into your quarterly spreads. When you get down, step back and make sure you don't see much of any year-over-year margin expansion in the first quarter. Moving to the Brokerage segment, non-EBITDAC line items for 2014. For amortization, assume about $39 million of expense per quarter; for acquisition earn out amortization expense, assume about $4 million per quarter; and for depreciation, assume about $11 million of expense per quarter. Then as we do more M&A, for every dollar we spend, you need to increase amortization by about 1% of the purchase price per quarter and that will get you close. Okay. Let's shift to the Risk Management back on page -- Risk Management segment back on Page 2. As we discussed on our last call, you'll see the ramp up costs associated with our new insurance carrier relationship. You'll also see severance as that segment also consolidated some leadership roles. As we convert IT systems for the carrier runoff of[ph], expect to see about $1 million to $1.5 million at quarter in integration costs running through the third quarter of 2014. Turning to Page 4, to the Risk Management organic table. It was a strong quarter and a strong year. And as Pat mentioned, with the new -- the good new business pipeline and with our new carrier relationship, we should have revenue growth in the upper-single digits in 2014. Let's move to the bottom of Page 4 to the compensation table. You saw it in Pat's comments and you also see in the comp ratio -- that our comp ratio spiked up in the fourth quarter. We got hit with a few more really severe medical claims right at the end of the year, which cost us nearly $2 million. It looks like it's just a blip and it's unfortunate that it hit us late in the year. Looking to Page 5, you'll see that we had nice improvement in our operating expense ratio in the Risk Management segment. This is even, while we invested some of that on client services enhancements. So nice work by the team on that line. Moving on to the adjusted EBITDAC margin for Risk Management, we hit that 15.8%, which was very -- for the year, which is very close to our target of 16 points. Looking forward to 2014, we are again targeting 16 points of adjusted margin, which at that level, still provides us the opportunity to make further investments into the business. And finally on Risk Management, as for the noncash items, assume about $6 million a quarter of depreciation and about $1 million a quarter amortization expense in 2014 and you'll be close. Okay. Let's shift to Page 5 to the corporate segment. In total, the fourth quarter was right in line with our forecast. A little better earnings from clean energy was offset little -- by a little more acquisition costs related to Giles, but right in line. For the year, our clean energy investment team nearly doubled their earnings from 2012 and they're already hard at work optimizing existing plants and rolling out the remaining plants. We should better 2013's earnings and we are still seeing those investments as a nice funding source for our M&A program. When modeling the corporate segment, we encourage you to model the segment using the shortcut table format that we provide on Page 14 of our investors supplement. We've now provided our first range of estimates for 2014 for all 4 components of the corporate segment. Interest, M&A and Corporate are relatively straightforward, but and you've heard me say this before, when it comes to the clean energy line item, earnings for the year can be difficult to predict, so we provided a wide range. Please make sure your models in note highlight that possibility. Also please take a look at the note on Page 15 of the supplement. That explains it because we're so seasonally small in the first quarter, we are likely to warehouse between $0.15 to $0.19 of credits in the first quarter, which then get recognized over the following 3 quarters. It all washes out by the end of the year, but it does produce some volatility in our quarterly results. Finally, some comments on capital management. Since our last call, we announced that we've closed on a $600 million round of private placements that we will draw down in late February, and we also filed a $200 million aftermarket or dribble out equity offering. Between our free cash flow in 2014, to dribble out our line of credit and the ability to use stock in acquisitions, we are well-positioned to continue our M&A program. And as for shares outstanding, it's looking like the fully diluted weighted shares outstanding for the first quarter will be about 138 million shares. As for the remaining quarters, that will mostly depend on our M&A levels. So when I step back and I boil it all down, in 2013 our combined core operations were up double digits on all measures and we doubled our earnings on clean energy, clearly an outstanding year. And as we move into 2014, we are in a near of rational rate setting, it seems the economy is getting better by most all measures and we have an M&A pipeline that's pages long, with fine agencies and brokers that want to join us. We have a team that's highly experienced and embedded in a rock solid culture that we think will excel in 2014. So I like what we did this year and I think next year holds good things, too. Back to you, Pat.

Thank you, Doug. Brenda, we're ready for questions, hopefully some answers.

[Operator Instructions] And our first question comes from the line of Sean Dargan with Macquarie.

Just -- was wondering about the tax rate in Brokerage. Was there anything unusual there?

No, and we did drop down a percentage but that's basically because of our -- the weight of our international operations. They're in lower tax locations. So it's -- we hope to see continued downward movement in that, but we dropped a point this year just because of that.

Okay, great. Just a forward-looking question, is there any appetite to increase your leverage to fund future acquisitions? Are you still thinking of kind of 2x EBITDA?

Yes, I think so. I think that when we do 2x EBITDA as probably right where we want to be, there'll be sometimes it will round up to 2x to 2x, 3x. And then as the earnings move into the financial statements, it will drop back down around 2x. But that still gives us plenty of cushion related to our covenants, it still keeps us in the investment grade level. So I think that somewhere in that 2x range is right where we want to be.

And what is that cushion at now?

Well, they -- I -- we think that investment grade trips at about 2.75x EBITDA. And then -- but our covenants are at 3.25x.

Our next question comes from the line of Gregory Locraft with Morgan Stanley.

So I feel -- I thought that in the commentary, you were quite bullish on the top line outlook for '14 and beyond. So given where pricing is, I feel very good on top line. Can you talk a bit about margins? Because the corporation is kind of perched at levels that we've never seen before on the margin front, really got to go back to '04. So what I'm wondering is, if you can compare and contrast Gallagher today versus maybe '04, when margins last peaked and how can you kind of run through the previous peaks and keep going higher from here to grow margin specifically because again, we feel really good on the top line outlook as it seems you do as well.

Yes Greg, thanks for the comment and just that overarching comment on margin. That's when you go back to 2004, with the changes in stock-based compensation and when you look at just the differences in accounting, our margins are actually better than ever before in the Brokerage space. So we feel very good about that and our Risk Management is always been kind of in this 15% to 17% range when it comes. That's just the nature of the business.

Which is a leading margin in that industry, by the way?

So we feel good about that margins at that level. Do we see opportunity for margin expansion going forward? I've said that if we're not above 3% organic, we probably won't see much else than the impact of acquisitions to increase or decrease depending on the franchises that we buy. But by and large, we're in an interesting era right now. If you look at our operating expenses, we have driven that down into the 16%, 17% range. We just don't spend money on things that aren't people. We think that we have opportunities to continue to leverage our offshore centers of excellence that do tremendous workforce. And we think there's some technology opportunities as we've rolled in. Behind the scenes here, the retail business has converted all of its different agency systems onto one platform here. I think only a couple of acquisition locations haven't been converted on yet. So we're making some improvements in technology. But there is underlying inflation. So where do we see margins going long-term? Give us 5% organic growth for the next 3 years, sure you'd see some organic expansion. At 3%, it's going to be tough to have much more. But again, we think that we're well-positioned. We've never really cut our 401(k), we've never cut back on benefits that we provide to our employees. We've done a good job of keeping our workforce well paid throughout the entire recession and till today. So our future when it comes to workforce, we think of a 60% comp ratio and about a 16% or 17% operating expense ratio is a good spot for Brokerage like us to be.

Okay. And then any commentary on the other segment, on the Risk Management?

Yes. You heard in my comments that we got hit with some medical claims right at the end of the year. But we think there's a line of sight in that business to keep 16 points of margin. If they can grow in the upper-single digits, we think that's tremendous. No margin compression in organic growth that might be approaching double digit. I don't think it will hit double digit. We think that's good for that franchise. This is a labor-intensive business. Some of the things -- there's some really exciting things that were going on inside of Gallagher Basset right now that really provides a nice value to our client. So we think if we can run that for 16 points at upper-single digits organic growth, that's a good spot for us to be.

Okay, great. And then shifting gears, Reinsurance Brokerage. Do you guys do anything there? And I thought in the quarter, you made a move into that space. I'm just trying to size the move in your appetite for growing reinsurance Brokerage.

We have a reinsurance business and we've done reinsurance forever. You'll recall, Greg, that we sold our Gallagher REIT on about 6 years ago. That was an effort that we had a foot to try to go after some of the larger treaties that were being placed around the world, very exciting. In the fourth quarter, we're joined in a partnership by Grahame Chilton, who comes out of Benfield in the startup of a firm called Capscium, which is an effort to start a new reinsurance venture that is primarily based on his past relationships. And so that is a -- we have also done a small acquisition in that space in 2013, 2012 actually. And so we do see opportunities to grow. What you're not going to see us do is throw huge expense dollars at that. We think we've got an opportunity to build something out with Grahame, we're excited about that. He's obviously a well-known person in that industry, he's been very, very successful. We're pleased to have him as a teammate and we think we'll do great things there. But it's not going to be something where we spend millions and millions of dollars to find out if we can do it.

Okay, okay. If I may, and I don't know if it's appropriate, but did you take a look at the Towers business when it came up?

We did and we did not bid.

Our next question is coming from the line of Josh Shanker with Deutsche Bank.

I want to talk about a history of selling appetite for smaller potential acquisitions and contrast that with interest rates. Thinking about 4 years ago versus 2 years ago versus today, what are sellers interested in receiving for their businesses? And does that have a component and how much are you willing to pay based on the cost of cash basically?

Good question. I think, as Pat said in his comments, if you just look at all 31 of our acquisitions this year, we ended up paying in a blended multiple on EBITDAC of about 7.6x between 7.5x and 7.6x EBITDAC. So that multiple, frankly, has probably moved up one turn in the last 4 or 5 years. Is that interest rate correlated or is it growth correlated? We see it probably as more growth correlated, most of the operations that we're looking at now, do have line of sight to some growth that's consistent with our levels. Do I see it necessarily correlate to whether interest rates are at 4% or 5%? We're just not seeing at that. It doesn't translate quite to that level quite yet.

And so if we're thinking about the 10-year rising, that doesn't put a ceiling on multiples in so far as that money is more expensive, you don't view it that way or they don't view it that way. How should I think about the relationship?

I don't think there's been. And I don't think there's been a view right now that 10-year, that 1% movement in the 10-year, influences that pricing. Clearly, if the 10 year goes up 5%, 7%, 10%, then multiples would come down. But we just -- it's just not that tightly correlated.

Our next question is coming from the line of Bob Glasspiegel with Janney Montgomery Scott.

A question on -- with the Sedgwick tinkers to have to chance sale in the TPA market, just wondering if you could just chat a little bit about how that, if it -- if at all changes, the competitive landscape of evaluation seem to be on the rich side from a pretty savvy buyer, does that change the game and where prices may be for acquisitions? But what are the implications of this as you see it?

Well, Bob, first of all, this is Pat. I think, we all know that K.K. Harris very, very smart money and they've made a very big bet in a business that we believed in without hesitation for 30-plus years. And there have been times over that 30-plus years, actually 40-plus years, that we've been questioned as to whether or not we're going in the right direction. And I think it proves the point that this is a very, very dynamic business and a great business. We believe that the claims business is an area that we can excel. It is a competitive landscape. It doesn't change one with what our competition is or what our strategy is with regard to that business. It's just, I think, proves up the fact that it's a very valuable business.

If the price got 13, 14, 15 EBITDA, is there any price that you become a seller versus or a buyer? Or is this just a business you love regardless of where the private market valuations go?

This is the business I love regardless of valuations and let me tell you why. If you figured that Bob, Robert Hartwig is right at the insurance information institute and that there's something on the order of $1.5 trillion of premium paid in the property/casualty world globally, and you realize that some 60% to 65% of that premium turns into a claim every single year, then where's the money in the insurance business? It's in the claims. And where is the opportunity to help our clients save money? It's in the outcomes as to how well you do those claims. And we think we can prove that our outcomes are superior. When you see major insurance companies outsourcing their business to Gallagher Bassett, essentially saying that they're capital will be better served by our handling their claims, the world is coming our way, Bob. We aren't getting out.

Fair answer. Less significant question on the supplemental contingents continue sort of outperform your sort of guidance going forward. The business has been profitable, perhaps there wasn't a lot of cats underwriters are paying more for good business. So as we look into 2014, is there anything we should be thinking about north, south in the trends there and the acquisitions change the sort of run rate materially?

Yes, good question. First, in the fourth quarter, if you recall, in our third quarter call, we had a couple of million dollars that was up timing shifted from third to the fourth. So when you look at the fourth quarter, that fueled that a little bit, but we talked about that in the third quarter. Looking towards 2014, there are a couple of things that are going on. As we add scale, especially internationally, we should -- we see opportunities there to increase our contingents in our supplementals. We see domestically there, we're holding in there on contingents and supplementals domestically and a flat year would be a good year we think. Now if loss ratios continue to improve, maybe there is some upside there. We are seeing a little bit of a dynamic and remember, we're doing this right as we speak and we're still in the middle of negotiating some of our relationships. We're seeing a little bit of a dynamic of some carriers pushing to move from a supplemental back into a contingent. If that would happen, you'd have a little bit of timing, where instead of recognizing supplementals in 2014, '14 you get it as a contingent in 2015. But overall, we think that the carriers are seeing the value of what we're providing. We see that, we think that the volume and the loss ratio outcomes that are coming with it. I think that were in a stable position to slightly better position in 2014.

And the carriers are having great years, Bob. So that helps us.

Yes, it just seems like where at the point in the cycle historically, given the profitability is higher and its tougher to grow, they're usually in a position where they're willing to pay a little bit more to get this profitable business. So I think for giving the combined ratio, contingents to supplementals might be rising for the brokers, would you argue with that or is that a fair point?

I think it's a fair point.

Our next question comes from Sarah DeWitt with Barclays.

Given your comments that less than 1% of Brokerage organic growth came from pricing and exposure, is there any reason why you shouldn't exceed that 3% hurdle organic growth rate even if P&C prices flat and return slightly negative?

No.

No. I think the question wise is we actually sell about 5% more than we lose. Whether we see margin expansion below 3%, I'm sorry, there's 2 questions in there. We've said that we wouldn't see margin expansion below 3%. But can we see organic growth above 3% with flat rate? The answer is yes.

Yes, I was just focusing on the organic. Okay, great. And what's more important, the economy or P&C pricing for your organic growth?

The economy.

Yes actually, if you go back and look at it in some of our investor presentations, we plot out what rate increases are versus our organic. And even intangible we we're dropping, that rates were dropping, 10%, 15% we were showing organic growth, plus or minus, breakeven. So you can see there that the economy does have the ability, if you go back from let's say, 2003, 2004 through 2007, even with rate -- deep substantial rate decreases going on in the insurance pricing, we had a robust economy and we are still growing gangbusters back then.

Okay, great. And then finally, could you elaborate a little more on this carrier outsourcing deal that you want Gallagher Bassett? And what sort of opportunity do you see that as longer term?

Well, it's a great arrangement wherein we've essentially taken over a claims organization for an insurance company. Those people willed in to our employment. And we going forward, will be their outsourced claim provider and they'll be the capital provider and the underwriter. I see huge opportunity in this regard. If you take all the startup capital that's moved itself to Bermuda then wants to come onshore, one of the last things these carriers want to do is build infrastructure. Right? So they want to come on board and here's the analogy I use, if you want to get in the trucking business and you're an offshore capital provider, you can do that by coming onshore, getting the licensing you need, et cetera, making sure that you got all the licenses and the rates and what have you, and you can hire an underwriting team and you're in the business. You don't want to have a bunch of adjustors sitting across 40 states waiting for accidents to happen. So what we can do is say, look, when you have the accident, dial this 800 number. Our people are on site as fast as can be, we got a very professional adjudication team, we're all over this thing. We can manage -- we can manage every component of the claim, from the early onset through the litigation. And you don't have to have infrastructure. And by the way, we'll do it better than you do it, if you hired your own claim people. And we'll show you that and prove that with our outcomes. What's the opportunity there? Limitless.

Our next question comes from the line of Arash Soleimani with KBW. Arash Soleimani - Keefe, Bruyette, & Woods, Inc., Research Division: I just had a couple of quick follow-ups. I know you'd mentioned before the joint venture within reinsurance brokers. I was just curious what drove this vision to get in at this particular point in time?

It's very simple, the individual became available. Arash Soleimani - Keefe, Bruyette, & Woods, Inc., Research Division: Okay. Yes, that is very simple. Fair enough. And the other question, just in terms of the margins, I know we said there was kind of a one-off within the Risk Management. So just kind of looking forward to the fourth quarter of 2014, is it fair to kind of assume that roughly that 15/8 guidance that was originally in place for the fourth quarter of '13 should materialize then?

We actually are targeting 16 points for the year. There might be a little tick up, a little tick below that on a quarter-by-quarter basis. But we think we have good line of sight that our Risk Management segment can pose 16 points of adjusted EBITDAC margin for all of 2014. And there might be a slight little variances on a quarter-by-quarter basis. But I hope we don't have another handful of claims like we had next year. Arash Soleimani - Keefe, Bruyette, & Woods, Inc., Research Division: Definitely. And then finally, in terms of the -- you've mentioned in the past that most of the competitors within Brokerage tend to be smaller, smaller players. I guess going forward, you've mentioned in the comments today, again, that Gallagher can service clients of any size. Is there any shift in strategy looking forward the next couple of years to sort of compete more in the larger client space or?

Well I should -- let me answer that. We compete across the full spectrum. If you look at the insurance industry as a pyramid and at the top of the pyramid is the Fortune 1000, we're represented in that Fortune 1000. We do a very good job on a number of large accounts that would be brand names that I won't mention on the conference call, that we're very proud to have as customers. As you go down that pyramid to the very bottom with your small personal lines accounts, we play very well in the affinity space, which is very small accounts that are done electronically or by call center what have you. So the full spectrum we compete. There is no shift in strategy, we want to get stronger in every sector we play in. If you look at the acquisition activity, to be a Business Insurance United States Top 100 broker, #100 last year did like $22 million in total revenue. So we believe there is about 18,000 agencies in America. Some say there's as many as 30,000, but we believe there's about 18,000. That means there's 17,900 smaller than $20 million in revenue. We know this because we measure it. 85% of the time when we go out in the competition in the field, we're competing with somebody who's smaller than we are. So we compete 15% of the time with our larger competitors. No change in strategy. We continue to focus on each layer of that pyramid and we want to get bigger and stronger in every category. And the important thing about that is it matters out in the marketplace. The bigger we get, as I said in my prepared remarks, we add brainpower to the organization, that improves our niche capability, it improves our specialties, it helps us in the Risk Management world and it helps us in the small account world. And when again, you go to a business that's as vast as the insurance businesses, our growth opportunities in virtually every category are almost limitless. So yes, we will continue to compete hard in that upper middle market. And into the larger accounts, but we see great opportunities to expand through the whole spectrum.

Our next question is coming from the line of Michael Nannizzi with Goldman Sachs.

So I've just a couple of questions, I think you touched on the benefits business in the past. I mean could you give us a little bit more color on kind of what's happening there, maybe break out a bit more if you could on the organic growth, the competitive environment, M&A and kind of how you're kind of building out your strategy in that area?

Sure. I'd love to tackle that and if you've got any further questions I'm happy to have Jim Durkin chime in. The benefits business, I think we've been fortunate that a number of years ago, we organized ourselves into separating the benefits from the property/casualty arena. So we've been building a benefits business as a separate organization called Gallagher Benefit Services for the last 20-plus years. We believe 20 years ago that, that was a separate expertise and I think we've been proved right in that regard. So today, what we find ourselves as is more of a consultant than a broker in that business. The insurance companies have consolidated down to very few players and it's not really about going out and getting a cheap price for our client on their benefits business. It really is about stepping back and looking at what their HR strategy is, what their total pay strategy is and seeing if we can help them both design that strategy, as well as implement how benefits fit in that business. Now that's become extremely complicated. 15 years ago, we didn't have a compliance person on staff. Today, we have 25 compliance people, 17 of them are lawyers. We're not running a law firm, these are helping our clients with the compliance obligations they have under the law. And that goes all the way back to ERISA and comes through to PPACA. So it's a very complicated business once you get 200 lives or more in your group and we're very, very good at that. Now what that's fueling is heavy acquisition opportunity because if you're a smaller broker with a bunch of 200 to 300 to 1,000 to 5,000 life cases, you can't deal with the new law, just that simple. You think you can, you start down that road, but you can't. And so what's happening is that the smarter entrepreneurs that have got great client relationships, are joining Gallagher Benefit Services so they could go out to their clients which is exactly what they should be doing and saying, "We really do have the capability to handle all this complicated stuff that you're facing as it relates to benefits." The organic growth there is about in line to a little bit better than our PC growth. But I think that, that will increase as the mandates and as the complications of the new law become more apparent to our clients. I think we have a position now in our -- in a competitive state where many of our smaller competitors are telling their clients "not to worry, we're on top of it." But when they begin to find out how really complicated this act is, we think that there could be thousands of pages of regs coming out. I think our organic growth will continue to surpass what we're seeing in other lines. It's a very exciting time for us. Our people are working incredibly hard. Every small account is trying to figure out what to do, every client is trying to figure out whether they want to use an exchange, do they want to go to define contribution, Are they going to stay with define benefits, are there going to be self-insured, are they going to be fully insured are they -- what are they going to do? They can't sort that out themselves. They need help and that's a real boom for us.

And would you at some point consider breaking that out? So we can see that because if you see it's obviously a very different business from your -- if it's more of consultative capacity, it's certainly a very different business than the Brokerage business.

Well, it certainly not. Its -- I say that we're more consultative in that. But in all fairness, our property/casualty businesses is very consultative as well. You get down into the affinity and it's a straight price play. But when you look at what we're doing as a property casualty Brokerage, it's the same. So we really do think of them as very similar businesses and spend an awful lot of time trying to make sure we cross-sell those businesses.

I see. And then have you spoken about kind of what the margin like, how big that business is, as a percentage of the total and what the sort of margin profile of that business is, have you given that information?

Yes, we have. We're between $500 million and $600 million of revenue on it. And the margins in that earn the mid to upper 20s margin, too. So it performs in line with the broader Brokerage business we've been on [indiscernible] so we have a good shot.

And then one question that I have on the supplementals and contingents, what is the margin on those relative to your traditional commissions?

Well, it depends. I mean, we don't actually have a [indiscernible] but generally, the supplementals and contingents fund a lot of our management, our field management bonus pools and everything that's where, we don't -- supplementals and contingents are not subject -- in most cases, subject to formulas for the field production SaaS. Although it's a higher margin, clearly, but it most -- and we've always said, 70% or 75% that hit the bottom line something like that.

Got it, okay. And then let's, just -- you mentioned talking about a prior comment, was it partnering with alternative capital in reinsurance? Or was it partnering with new startups on the insurance side? I wasn't totally clear.

No. I started a partnership with Graham Shelton in the U.K. in a Caps-- we're calling the business Capsicum Re. And it's a reinsurance brokerage operation.

I see. And you view that as a prototype for potentially doing similar transactions in the U.S. or with Bermudans or potentially?

No, we don't really see that as something we probably be doing in the United States. But we've done partnership arrangements around the globe before. We started in Perth, Australia, with a equity investment that then went to 100% majority. We started -- we have a good partnership in the Caribbean with what we think is the strongest broker down there, which we own 80%. And you might recall that 1 year ago, we took a position in our Mexican partner. So we like that approach around the globe.

Our next question comes from the line of Mark Hughes of SunTrust.

I think you mentioned that this is the best new business start in 7 years. Could you expand on that? Are you talking about the business in its entirety? And are you taking into account the growth through acquisitions?

No, I was talking about Gallagher Bassett in particular, Mark. We just had a really good start to the year. We haven't put any numbers out there, not publishing any numbers. But that's a business that can be lumpy because they're often times dealing with large accounts. And we just -- you typically win less than 50% of what you're working on. And for January 1, we won a lot more than 50%. It was a very good start.

Yes we're seeing, Mark, we're seeing some really nice receptivity by prospects for some of the enhancements that we're making in our systems and our capabilities. And I think that there's a good message that's going out that we're outcome-based on what they should be -- the outcomes that we produce are better than what they were doing before whether they were the carrier of different TPA. And there we're been able to demonstrate that better. So that's translated in some nice new sales for us.

How about the underlying claims frequency in the Risk Management business, any change in trend there?

It’s up about 1.5% to 2%, Mark.

About the same?

Yes, about the same. That is an interesting proxy for the economy, by the way.

Right. And then in the wholesale business, I think you said, you'd mentioned startups accelerating. And are you seeing any distinction? Are you seeing small businesses perhaps?

What I'm talking about, when I make those comments, I'm speaking all about small businesses. Our MGAs, in particular, do well when strip malls are filling up, taverns are starting, stuff that the regular market is not going to participate in. And we need that economic activity to fuel those MGAs, and we're seeing good activity there.

Is getting better, is it accelerating?

Yes, I would say it is accelerating.

Our next question comes the line of Dan Farrell with Stern Agee. Dan Farrell - Sterne Agee & Leach Inc., Research Division: Just a question on Brokerage margin again. If -- once you get past the 3% sort of inflationary pressure on expense that you talk about, can you remind us how you think about the mix of fixed and variable cost? I'm just trying to think about in excess of 3%, how much could potentially fall to the bottom line?

Well, it's a complicated question -- an answer. But here we go. First and foremost, if you assume, the same wage workforce inflation that we've had for the last 5 years, which is basically been not that much, if you assume that when you get over 3% organic growth, 60% of that growth should contribute to margin because we pay the producer about 30% of it and we have field management. And then you get into the volume issues, is that a growth coming because we're just changing the 0s on a policy? Clearly, that's more margin accretive than it is if were having to go out and compete for new business where we're providing substantial quotes, lots of proposals. And if it's a heavy service load new client where there's lots of certificates of insurance, lot of our auto ID cards, and that's not as margin accretive. So it depends on the nature of this, if it's just 0s on the policy, assume 60% of that should contribute to the bottom line. If it's just having -- giving more bit bonds, giving more if our construction practice goes on, their proposing on 1,000 projects and we're having to provide the insurance quotes on each of those and only one of those closes, that's not as profitable as it is, if we got a contractor that just continues to grow as an existing customer. So a complicated answer. But by and large, when you get over 3%, there's a little bit that can hit the bottom line in total and in this wage environment, in this workforce environment at this point. Dan Farrell - Sterne Agee & Leach Inc., Research Division: And then on the clean energy, your guidance says -- like have ranged of $63 million to $80 million. If I was to compare that to your ultimate targets, which combined with the royalty income, looks like it would be more like $110 million annually. How much potential is there going forward to close that gap further? What needs to be done? And then also can you just update us on any update with regard to maybe monetizing your ownership within Chem-Mod?

First, as you know, we said let's work backwards. On monetizing Chem-Mod, we're going through a strategic alternative process with that, we put that on hold a little bit towards the end of 2013, but we'll pick that up again here in '14. In terms of the opportunity to further expand more production out of existing plants, and we see that we're constantly trying to optimize the use of existing plants. We still have 6 plants that haven't been moved to the final resting places yet. That activity, there's a good pipeline for that. We're proposing on a lot of locations. Where would I like to be by the end of 2014? I would like to have all plans at least permanent installation construction by that time. I think that's a realistic goal. So do we have a line of sight of getting to improving off of 2014 range? Yes, we do, we think there is still further opportunities there. Remember our objective however, is to get these all in, then monetize down so that we own between 20% and 40% of the plants. So we have a portfolio of 34 plants, so that vagaries in any one plant, whether its running today or not running, whether is down for service or not, it kind of washes out in the diversification across the portfolio of plans. We do have good line of sight to that, there's good positive momentum on construction, chemistry, tax accounting. All of these things, we see there's good momentum in this space. So 2014 should be another year of ramping up to better position us for '15.

[Operator Instructions] Our next question is coming from the line of John Campbell with Stephens.

Pat, you mentioned in last year's 4Q[ph] call that you guys are just seeing some positive momentum in just building through, I guess, just increasingly positive audits. If you can just talk a little bit about how you're seeing that this year versus last year?

Sure. I mean, I think the natural yin and yang in the business is that as you're approaching your renewal, carriers want to make sure the exposure units are quoted appropriately. And clients want to make sure that they low-ball it. And so between the lowball and the end audit, you get back to what's the right number. So we have seen -- we are in positive audit territory. We have been for a number of years. I think, we're probably approaching what is more like parity though, where the actual exposure units that are being placed on the policy at renewal are kind of closer to what they actually should be. So we are in positive territory. This is not 20%, 30%. These are small incremental audits that do give us line of sight into what we've been saying for a number of quarters, is an improving economy. It's not an economy that we see going robust, we are not seeing, for instance, on the benefit's side, a whole -- any kind of real addition of headcount to our client's employment. People doing everything they can to hold back on that, which does translate, however, into a very successful growth with our temporary health firms. But we are in positive territory, it's not huge. But clients businesses are doing better.

Yes, let me just put it in perspective financially for you. We're talking in all of 2012, I think our net positive audits were $1 million. And in '13, it was a similar number. So and then in the depths of the recession, we might have had just net negative audits of $0.5 million to $1 million something like that. So it just doesn't swing that much for us as a broker.

Okay, great. And then, Doug, just from a new debt, all in interest expense, around $17 million or so a quarter, is that pretty fair?

The blended rate on that $600 million was 4.7% on $600 million. So 4.7x $600 million is about $14 million a quarter.

On the new debt.

On the new debt, right.

Our next question is coming from the line of. . .

I misspoke it, it's $7 million a quarter. Sorry guys.

Our next question is from Alex Lopez with Portales Partners.

I guess just following up on the notion of cross-selling, what kind of top line opportunities do you see moving forward i.e. like how much can this add to your top line?

Well, cross-selling is one of those things it’s the Holy Grail right? I mean we're -- we've studied our books of business across our divisions, where we've been exceptionally good is making sure that our wholesaling operation garners the opportunities that our property/casualty division has in the E&S market. We now captured about 50% of our E&S placements into our own wholesale Risk Placement Services. We're probably captured 85% to 90% of the placements that the organization makes in London -- into our London specialty group. Where we have great opportunity and we have not had the depth of penetration that I'd like to see is between our property/casualty operation and our employee benefits operation, we think there's great, great opportunity there. All in cross-selling though, I would say for 2013 between benefits and PC, probably contributed about $9 million of total revenue to the company.

Our next question is coming from the line of Chris Leikhim with William Blair.

Just a quick one on acquisition activity. It seems like it's picking up a little bit in the U.K. and Europe. Are you guys seeing anything attractive going on there in the underlying environment or more just opportunistic buying for the pipeline?

I think it's 2 things. First, on the economy, the U.K. economy is actually doing pretty well right now. There's been some nice recovery there on the fundamentals and so we're seeing that as a nice opportunity. I also think though, it's more that the aspect that when we bought Heath Lambert a couple of years ago, it really made a statement that we had a serious interest in the retail presence across the U.K. Before we've been primarily wholesale in the London market broker. So the -- I think it’s just we're getting presented with more opportunities. We think that there's a view now with the Giles acquisition that we have a focus on the retail space. The brokers over there are very keenly aware of what we do here in the United States. They like our niches, they like our resources. And I think they see that there's an opportunity for them moving from a small independent to teaming up with Gallagher is a great opportunity from the grow[ph]. I think we're just getting presented with more opportunities also.

Also I'd say, Chris, the U.K. market in the Brokerage space got very overheated a number of years ago. There were a number of these opportunities that we looked at. And the multiples were off the Richter scale and you now have private equity firms that are having to bite the bullet and realize that they've got to exit. And expectations in pricing has come much more in to line with what we're comfortable paying. And so it's been a great opportunity as one of the people that kept their powder dry to be able to move into that market and actually get reasonable multiples to bring these teams aboard, as Doug said, who are excited to be part of what we're building as a team.

Great. Are the multiples similar over there to what you sort of quoted for the full year?

Yes.

Okay. And then just a quick follow-up on the benefits conversation. Any thoughts from you guys end on the Liazon acquisition by Towers Watson? And are you rethinking your strategic approach to exchanges? And sort of how are you looking at the selling season going into 2014?

The Liazon acquisition by Towers, we've been very pleased with how Towers has reacted and their commitments to us. Towers spent a very significant amount of money for that acquisition. They're not going to buy that business to wreck it. In fact, we've got very good discussions with them on the fact that they want Gallagher Benefit Services to continue to be clearly one of their strongest partners. We had good success with that platform. We have about 32,000 employees that are presently signed up to be on that platform. We see line of sight to probably over 100,000 employees going on to the platform sometime during 2014. And we think it will be a good partnership. But we've also been very clear, Chris, that this is not our only exchange. We view the exchanges as platforms and markets. And our job is to consult with clients as to where the best place for them to place their employees will be. And if that's a state exchange for 1 client and Liazon for another, that's how we're going to play it. We're a pure consultant.

And since we have no further questions at this time, I'd like to turn the floor back over for closing comments.

Great. Thank you, Brenda. Again, everyone, thank you for being with us this morning. We are really pleased with our 2013 results, I know you could probably tell by the tenor in the room here, we're pretty darn excited about 2014 opportunities. I think we're building an exceptional franchise that has phenomenal prospects for continued growth. Consider this one little factoid, we did our first $400 million of total revenue in 1995, and we grew the enterprise by that much in 2013. And as I said earlier, we really believe we're just getting started. So thanks for being with us this morning. We appreciate it and we look forward to talking with you at the end of the first quarter.

Thank you. This does conclude today's teleconference. You may disconnect your lines at this time and thank you for your participation.