Operator
Operator
Good afternoon, and welcome to Arthur J. Gallagher & Co.'s Second Quarter 2018 Earnings Conference Call. Participants have been placed on a listen-only mode. Your lines will be open for questions following the presentation. 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 discussed on this call are described in the company's reports filed with the Securities and Exchange Commission. Actual results may differ materially from those discussed today and the company undertakes no obligation to update these statements. In addition, for reconciliations of the non-GAAP measures discussed on this call as well as other information regarding these measures, please refer to the most recent earning release and the other materials in the Investor Relations section of the company's website. It is now my pleasure to introduce J. Patrick Gallagher, Chairman, President and CEO of Arthur J. Gallagher & Co. Mr. Gallagher, you may begin. J. Patrick Gallagher, Jr. - Arthur J. Gallagher & Co.: Thank you very much. Good afternoon. Thank you for joining us for our second quarter 2018 earnings call. With me today is Doug Howell, our Chief Financial Officer, as well as the heads of our operating divisions. Today, I'm going to start with some general comments on the quarter, then Doug and I are going to touch on the four key components of our strategy to drive shareholder value. I'll address two of the four: organic growth including the results of our mid-year rate survey, trends in the employee benefits market and claim counts within Gallagher Bassett. And then I'll talk about our true differentiator, our culture. After my comments, Doug will address the other two, which are growing through mergers and acquisitions, and improving our productivity and quality. Frankly the team crushed at this quarter, delivering on all measures. For the quarter, our combined brokerage and risk management segments generated organic revenue growth of 6.6%, adjusted EBITDAC margin expanded 89 basis points and adjusted EBITDAC increased 14%. In addition, we completed 12 mergers in the quarter, which should add about $145 million of annualized revenue. I would like to extend a very warm welcome to all of our new merger partners, and we really had a strong clean energy performance as well. These are outstanding results from the team and the outcome of hard work, dedication and execution from our nearly 30,000 Gallagher professionals all around the world. Let me dive a bit deeper behind the organic growth numbers and provide some data points on the rate environment based on our mid-year rate survey and internal data. First in our brokerage segment, 5.9% all in organic reflecting strong growth across all of our divisions globally. Within this, we believe improving rates and exposures contributed about 60 basis points of that number. Our internal mid-year rate survey indicated a continued trend of increasing property, casualty pricing and exposure growth around the globe. Let me start with the United States, our retail property, casualty brokerage business generated about 5.5% organic in the second quarter, and pricing is positive across almost all lines of business. For example, both property and commercial auto pricing are up about 5%. Casualty and specialty lines are flat to up 1-point or 2 points. Workers' compensation is the only major line down and even that is only weaker by 1-point. Staying in the United States, our wholesale organic was around 6% with average pricing a point higher than in the retail business. Property lines in total are up 7% with catastrophe-exposed property up about 10%. Most casualty lines, including specialty lines, are up between 2% to 4%. In the UK, I was there in June and I'm really pleased with how our businesses come together and I'm excited about the team's performance. Our UK retail organic was over 4% in the quarter and pricing is up about 1.5%. Commercial property pricing is flat. Casualty lines, including specialty classes, are up 2% to 3%. Our UK wholesale organic was 7% and rates are flat. Pricing in most classes appears to a bottom and we're cautiously optimistic for rates to firm in the future. In Australia and New Zealand, organic was about 7% and rate is up mid-single digits. Property rates were up 8% to 9%; casualty and specialty lines were up 4% to 6% on average. So, when I sum it up around the world, PC rates in a growing economy are providing a tailwind to organic growth which means we should be able to post better organic in 2018 than we did in 2017. Okay. Moving on to our employee benefits operations. Our benefits business had a fantastic quarter generating all-in organic revenue growth of around 7%, similar both in the U.S. and internationally. Employment growth across the U.S., the UK, Australia and Canada, our major benefits footprints, continues to trend higher. Average employment growth in these countries over the past 12 months is close to 2%, an increase over the previous three-year average of 1.5%. This past quarter, I also attended our annual IBIS Academy Conference in Berlin. The conference has been running straight for 48 years, making it the longest running international HR conference in the world. The three-day conference had hundreds of attendees with numerous breakout sessions focused on the top issues facing global HR and benefits professionals today. This is just one example of how we leverage the best minds in the industry to deliver value-added insights to our clients and prospects. Our thought leadership, tools, high-quality service combined with a modest tailwind from employment growth positions our benefits business very well for the future. Next, I'd like to move to our risk management segment, which is primarily Gallagher Bassett. Second quarter organic growth was a stellar 10.1%. It was helped by $2 million of additional Australian performance bonus fees and a $2.5 million ramp up fee also in Australia. Excluding these two items, organic was up about 8%, still an excellent performance. In the U.S., organic growth was 7% in the quarter. Our insurance carrier business continues to grow nicely and we are beginning to see a modest pickup in claim counts. Both workers' comp and liability claim counts in the U.S. have been creeping higher this year. And total claim counts are up about 1.5% year-to-date versus the flattish environment last year. Internationally, we had a great quarter and even after excluding the additional client ramp up fees, organic growth was 14%. I also visited our UK and Australian operations this quarter and I continue to be impressed with our international Gallagher Bassett team. The organic growth in the first half of the year has been fantastic. Everywhere around the globe clients are realizing more and more that Gallagher Bassett can deliver superior claim outcomes in our new business and organic growth are a reflection of that. I'll close my comments today talking about our true differentiator, our culture. We believe our culture is unique and that it delivers better results. Our mission statement is four simple philosophies: be passionate and professional in our craft, all the while placing our customers first; be the best employer and take care of our associates; be excellent trading partners with the underwriting community striving for win-win delivery of our advice and service; and deliver excellent and consistent return to shareholders. Every day all our teammates get up and work diligently to maintain our culture, to promote our culture and to live our culture. Okay. An outstanding quarter on all measures, a tremendous first half on all measures. I'll stop now and turn it over Doug. Doug? Douglas K. Howell - Arthur J. Gallagher & Co.: Thanks, Pat, and good afternoon everyone. As Pat said, what a truly terrific second quarter. And combined with our excellent first quarter, we're in really great shape here, halfway through the year. Today, I'll first make some comments referencing the CFO commentary document that we posted on our website and I'll move back into the earnings release. Okay. Some takeaways from page 2 of the CFO commentary document, to the foreign exchange line. It's consistent with what we published at our June 13 Investor Day and it's still looking like we'll get a small tailwind from FX this year based on current exchange rates. On the integration line, we didn't have any during the first half of this year, but looking forward, we forecast that we all have about $0.01 a quarter as we integrate Pronto and Coverdale. Turning to page 3 to the corporate segment, to the interest and banking line. Our second quarter results were right in line with the midpoint of the estimates we provided in our June Investor Day. As we look forward, our estimates are now just a little lesser in the third and the fourth quarter. On the clean energy line, you'll see that we had a strong quarter coming $0.015 above the midpoint of our June 13 estimates. And looking forward, we have revised upward our estimates for the third and the fourth quarter. However, as I always must caution, predicting the weather plays a big part in our estimates. So, these estimates are never really locked in stone. On the M&A line, we're up a little this quarter due to the recent acquisitions of Pronto and Coverdale, but no change in our estimates for the third and the fourth quarter at this time. On the corporate line, we came in $0.01 below our June 13 estimates. One reason, we concluded that we might be on soft ground related to new interpretations of a 2016 VAT tax matter in the UK. So, we booked a $1.7 million reserve this quarter. We don't have that issue in 2017 nor in 2018 or even going forward. So, consider this a one-timer. Looking forward, not much change in our third and fourth quarter estimates from what we provided in June. And the final line in the corporate segment is the impact of U.S. tax reform. Recall from our first quarter call, this line is where we're tracking the impact from digesting the new tax legislation, both on our initial December 31, 2017 balance sheet estimates as well as the ongoing impacts such as non-deductible compensation and entertainment expenses and as well as a portion of our foreign earnings. We guided that we would have some, but we were not in a position to give estimates during our first quarter call or our June IR Day. We've had more time to review. We're a long ways along in preparing our tax returns. So, we're now providing an estimate for the third and the fourth quarter. But as we said then and we say now, these items are effectively just book expense items and they will not cause us to pay more cash taxes because we have an abundance of tax credits. In the end, we believe tax reform has been a really terrific outcome for Gallagher. While it does eliminate some small deductions and it does cause a portion of foreign earnings to be taxed, those amounts are peanuts when compared to the rate reduction and the fact that it preserved both our AMT and our clean energy tax credits, which total over $750 million at June 30, and it also preserved our ability to generate future tax credits through our clean energy investments. And at current production levels, that may total another $700 million through 2021. These credits are extremely valuable and they should reduce our cash taxes paid for the next decade. They could also help us reduce the friction cost as we repatriate more cash from around the world. All that said, I do appreciate that modeling our tax credits can be difficult. Perhaps the best way is to arrive at when you're computing free cash, when you're building your models is to assume that we're going to pay global taxes of only about 3% to 4% of our core brokerage and risk management EBITDAC for the next three years, and then bump that up from 6% to 9% in the next five to seven years. And I think that'll get you close. Of course, lesser taxes paid allows us to fund our M&A strategy. Through today, in 2018, we have closed 26 mergers, 24 in brokerage and 2 in risk management for total annualized revenues of about $240 million. That's already more revenue than we purchased in all of 2017. And what's more important, we've completed these at fair pricing that gives us a nice arbitrage to our trading multiple. And we've done it with nearly all free cash and debt. Looking forward, we have a full pipeline of attractive tuck-in merger opportunities. Right now, we have about 60 term sheets either signed or being prepared for about $300 million of annualized revenues. Clearly, we don't expect all of these acquisitions to close; however, we believe we'll get our fair share. At June 30, we had about $350 million of available cash on our balance sheet. So that, plus our expected free cash flow in the second half of the year, should fund our M&A strategy as we sit today for the remainder of 2018. Let's move to some comments on productivity and quality. If you turn now to the bottom of page 5 of the earnings release to the brokerage segment adjusted margin table, we're up 80 basis points in the second quarter on 5.9% organic. That's really nice work by the team to optimize our real estate footprint, to harmonize our agency management systems and to automate and ship work to our lower cost operating centers. Looking forward, the third quarter is historically the quarter we show very little margin expansion. This arises because we give our raises mid-year. In addition, this year, two of our recent mergers have seasonally lower EBITDAC margins in the third quarter. So that will make margin expansion just a bit harder too. But like we say, and when you look at a year, we still believe that it's difficult to expand margins below 3% organic but much more likely if organic is over 4%. Next let's turn to page 7 of the earnings release, to the risk management adjusted margin table at the top of the page; up 139 basis points to 17.7%. However that is influenced by the two revenue items Pat mentioned earlier, so when you level set these revenue items and the associated expenses and incentive compensation, our risk management segment would have delivered margin a bit over 17%, which is still nicely up over 70 basis points compared to prior year. Looking forward, we're still targeting margins over 17% for the rest of the year at our risk management segment. So those are my comments. An outstanding quarter, an outstanding first half, I think we're in terrific position to continue our success in the second half of 2018 and beyond. Back to you, Pat. J. Patrick Gallagher, Jr. - Arthur J. Gallagher & Co.: Thank you, Doug. Operator, I think we're ready to take some questions.