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Arthur J. Gallagher & Co. reports earnings inline with expectations. Reported EPS is $2.26 EPS, expectations were $2.26.

Operator: Good afternoon. Welcome to Arthur J. Gallagher & Company’s Third Quarter 2024 Earnings Conference Call. Participants have been placed on 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. The company does not assume any obligation to update information or forward-looking statements provided on this call. These forward-looking statements are subject to 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 10-K, 10-Q and 8-K filings for more details on such risks and uncertainties. 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 earnings 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 & Company. Mr. Gallagher, you may begin.

J. Patrick Gallagher: Thank you very much. Good afternoon, everyone, and thank you for joining us for our third quarter 2024 earnings call. On the call for you today is Doug Howell, our CFO, other members of the management team and heads of our operating divisions. Before I get to my comments about our financial results, I’d like to acknowledge the damage and devastation caused by the recent storms and floods. Our thoughts are with those impacted by these events, including our own Gallagher colleagues. Our professionals are hard at work helping clients sort through their coverages, file claims and ultimately get losses paid. I’m really honored to be part of a company in an industry with such an important responsibility, helping families, businesses, and communities rebuild and restore their lives and that’s a noble cause.

Okay, on to my comments regarding our financial performance. We had a great third quarter. For our combined Brokerage and Risk Management segments, we posted 13% growth in revenue, 6% organic growth, which does not include interest income. Reported net earnings margin of 15.5%, adjusted EBITDA margin of 31.9%, up 123 basis points year-over-year. GAAP earnings per share of $1.90 and adjusted earnings per share of $2.72, up 16% year-over-year. Another fantastic operating quarter by the team. Moving to results on a segment basis, starting with the Brokerage segment. Reported revenue growth was 13%. Organic growth was right in line with our expectations at 6%, which, as we forecasted, reflects about a point of timing headwind from those large life cases we have highlighted over the past couple of quarters.

Doug will provide you with some good news from October related to these sales in his remarks. Adjusted EBITDA margin expanded 137 basis points to 33.6%, which was better than our IR Day expectations. Let me give some insights behind our Brokerage segment organic. Within our PC retail operations, we delivered 5% in the U.S. and 7% outside the U.S. Internationally, Australia and New Zealand led the way with organic of more than 10%. The U.K. was up 6% and Canada was flattish. Our global employee benefit brokerage and consulting business posted organic of about 4%, and a few points higher, excluding the timing differences from the large life case sales. Shifting to our reinsurance wholesale and specialty businesses, overall organic of 8%. So very strong growth, whether retail, wholesale or reinsurance.

Next, let me provide some thoughts on the PC insurance pricing environment, starting with the primary insurance market. Global third quarter renewal premiums, which include both rate and exposure were up 5% and little change from the 6% we discussed at our September IR Day update a few weeks ago. Most lines and geographies had very similar renewal premium changes through all three months of the quarter, with a couple of exceptions. September casualty renewal increases outside the U.S. were lower relative to July and August, driven by changes in business mix. Additionally, large account and E&S property renewal premium increases were a bit less in September than the first two months of the quarter. But neither of these appear to be a trend. Thus far in October, we’re seeing large account property and international casualty renewal premium increases higher than September.

Breaking down third quarter renewal premium changes by product line, we saw the following. Property up 4%, general liability up 6%, commercial auto up 7%, umbrella up 10%, workers comp up 2%, D&O down about 5%, cyber was flat and personal lines up 11%. So overall, increases continue to be broad-based and rational in our view, with carriers still cautious and pushing for rate where it’s needed to generate an acceptable underwriting profit. We shine in this environment. Our job as brokers is to help clients find the best coverage while mitigating premium increases. So while not all the increases ultimately show up in our organic, a rational market allows us to further differentiate ourselves with our leading tools, data and expertise. Let me shift to the reinsurance market.

The July 1st renewal season saw modest property price declines concentrated at the top end of reinsurance towers, while casualty renewals saw terms and conditions tighten, and some modest price increases concentrated in the U.S. Clearly, a lot has happened in the property market over the past month, which is now adding some complexity to January 1st property renewals. It’s still early, but we now believe a flattish renewal is more likely than the downward pressure previously being discussed. And don’t forget, U.S. hurricane season is not over for another month. For casualty risks, we believe reinsurance will remain cautious heading into next year, especially if there is more noise related to U.S. reserve adequacy. We think differentiating underwriting practices will likely be the key to a successful renewal for clients.

Overall, the reinsurance industry remains adequately capitalized and is likely to meet capacity demands at the upcoming January 1 renewals. We continue to believe Gallagher Re will perform very well in 2025, regardless of how the market environment unfolds in the near-term. Moving to some comments on our customers’ business activity. Our daily revenue indications from audits, endorsements and cancellations were again in positive territory for the third quarter. While the amount of upward revenue adjustments isn’t as much as 2023, they’re running in line with 2022. So client business activity remains solid and we are not seeing any signs of meaningful global economic slowdown. Within the U.S., the labor market is on solid footing. In fact, the number of open jobs increased in August and remained well above the number of unemployed people looking for work.

Overall job growth, upward wage pressure and rising medical cost inflation continue to challenge employers looking for ways to grow their workforce and control their benefits costs. Regardless of market or economic conditions, I believe we are well positioned to take market share across our Brokerage business. Remember, about 90% of the time we are competing against the smaller local broker that cannot match our client value proposition, niche expertise, outstanding service and our extensive data and analytics offerings. Putting this all together, we continue to see full year 2024 Brokerage organic around 7.5% and that would be another outstanding year. Moving on to our Risk Management segment, Gallagher Bassett. Revenue growth was 12%, including organic of 6%.

We continue to benefit from excellent client retention, increases in customer business activity, rising claim counts, and new business wins. Adjusted EBITDAC margin was 20.8%, 35 basis points higher than last year, and a bit above our September IR Day expectation. Looking ahead, we see organic in the fourth quarter around 7% and full year organic pushing 9%. Margins for fourth quarter and full year should be in the 20.5% range, and that, too, would be another outstanding year. Shifting to mergers and acquisitions. During the third quarter, we remain disciplined, completing four new mergers at fair prices representing $47 million of estimated annualized revenue. For those new partners joining us, I’d like to extend a very warm welcome to the Gallagher family of professionals.

Looking ahead, we have more than 100 mergers in our pipeline, representing approximately $1.5 billion of annualized revenue. Of these 100 potential partners, we have about 60 turn sheets signed or being prepared, representing around $700 million of annualized revenue. Good firms always have a choice and it would be terrific if they chose to partner with Gallagher. Let me conclude with some comments regarding our culture. As we passed our 40th anniversary as a public company, I believe our greatest differentiator continues to be our bedrock culture. It’s a culture that runs towards problems, not away from them. A culture that supports one another and embraces teamwork. A culture that is grounded in the highest standards of moral and ethical behavior.

It’s a culture that will continue to guide our success for many years to come. Frankly, we love this business. We enjoy taking care of our customers and that is the Gallagher way. Okay, I’ll stop now and turn it over to Doug. Doug?

Doug Howell: Thanks, Pat, and hello, everyone. Today, I’ll walk you through our earnings release. First, I’ll comment on third quarter organic growth and margins by segment. Then I’ll provide an update on how we are seeing organic growth and margins shape up for fourth quarter and provide an early look on 2025. Next, I’ll move to the CFO commentary document that we post on our IR website and walk you through our typical modeling helpers. And I’ll conclude my prepared remarks with my usual comments on cash, M&A and capital management. Okay, let’s flip to Page 3 of the earnings release. Headline Brokerage segment third quarter organic growth of 6% without interest income. That’s right in line with our September IR Day forecast during which we signaled about a point of headwind due to the timing of large life sales.

Recall that these life products are interest rate sensitive. So, as we’ve been discussing, clients were waiting for lower interest rates. Well, the good news Pat mentioned happened over the last month or so. We are now seeing clients fund their policies. In fact, here in October, we have already caught up more than half of what had slipped from earlier quarters. So, the quarterly lumpiness that we have been highlighting throughout the year is starting to swing the other way here in October. And thus, we are currently seeing fourth quarter organic towards 8% and full year pushing 7.5%. As we start to budget for 2025, our early thinking is Brokerage segment full year organic growth might be in the 6% to 8% range. If so, that could mean a 2025 similar to how 2024 might ultimately play out.

We’ll provide some more on our 2025 thinking at our December IR Day. But an early read through is we remain upbeat on our ability to grow given the investments we have been making in the business from adding niche experts to rolling out new sales and support tools to expanding our data and analytics offerings. We believe these actions are leading to higher new business production and strong client retention across the globe. And as Pat described, the market environment is still a tailwind for us. Flipping now to Page 5 of the earnings release to the Brokerage segment adjusted EBITDA table. Third quarter adjusted EBITDA margin was 33.6%, up 137 basis points over last year and above the upper end of our September IR Day expectations. Let me walk you through a bridge from last year.

First, if you pull out last year’s 2023 earnings — third quarter earnings release, you would see we reported back then adjusted EBITDA margin of 32.4%. But now using current period FX rates, that would have been 32.2%. Then organic and interest gave us nearly 150 basis points of expansion this quarter. Finally, the impact of M&A and divestitures used about 10 basis points of margin this quarter. You follow that and that will get you to third quarter 2024 margin of 33.6% and that’s the 137 basis points of Brokerage margin expansion. That is really, really great work by the team. As we look ahead to fourth quarter 2024, we are still expecting margin expansion in the 90-basis-point to 100-basis-point range. And again, that would be off of fourth quarter 2023 adjusted margin for FX, which currently is estimated to be about 20 basis points lower than last year’s headline margin of 31.6%.

If we do that, that would mean full year 2024 could show about 70 basis points of margin expansion and 90 basis points excluding the first quarter impact from the roll in of the Buck merger. Okay. Let’s move on to the Risk Management segment and the organic and EBITDA tables on Pages 5 and 6. It was another solid quarter. We posted organic of 6%. That’s a point lower than our IR Day guidance because we just missed qualifying for a full revenue bonus related to one large account. That said, Gallagher Bassett continues to see excellent client retention and strong new business production and still delivers an adjusted EBITDA margin of 20.8%, which is up 35 basis points over prior year and ahead of our IR Day expectation. Looking forward, we see organic of 7% and margins around 20.5% in the fourth quarter.

If we were to post that, we would finish the year with organic pushing 9% and margins of approximately 20.5%. That too would be great work by the team. As for 2025, our early thinking is for organic growth similar to the Brokerage segment, call it in that 6% to 8% range. Turning now to Page 6 of the earnings release in the Corporate segment shortcut table. In total adjusted third quarter numbers for interest and banking, clean energy and acquisition costs came in within our September IR Day expectations. The corporate line of the Corporate segment was below our expectations due to approximately $9 million of additional unrealized non-cash foreign exchange re-measurement expense that developed during September and wasn’t included in our IR Day forecast.

After tax, call it about $0.03. That has already reversed here in October. So it really is a non-cash nothing in our opinion. But the accounting does cause some noise. Let’s now move to the CFO commentary document. Starting on Page 3, modeling helpers. There’s no new news here other than FX. So just consider these updated revenue and EPS impacts as you update your models. Turning to the Corporate segment on Page 4 of the CFO commentary document. No change to our outlook for fourth quarter. Flipping now to Page 5 to our tax credit carryforwards shows $796 million at September 30th. While this benefit won’t show up in the P&L, it does benefit our cash flow for the next few years which helps us fund future M&A. Turning to Page 6, the investment income table.

We are now embedding two 25-basis-point rate cuts in the fourth quarter of 2024 and have updated our estimates in this table for current FX rates. Punchline here is our fourth quarter estimate does not change much from what we provided at our September IR Day. Shifting down that page to the rollover revenue table, the third quarter 2024 column subtotal is $111 million and 141 million before divestitures. These are consistent with our September IR Day expectations. Looking forward, the pinkish columns to the right include estimated revenues for Brokerage M&A closed through yesterday. So just a reminder, you’ll need to make a pick for future M&A. And when you move down on that page, you’ll see the Risk Management segment rollover revenues for fourth quarter 2024 are expected to be approximately $15 million.

So moving to cash capital management and M&A funding. Available cash on hand at September 30 was about $1.2 billion. Considering this balance and our strong expected free cash flow, we are in an excellent position to fund our robust pipeline of M&A opportunities here in 2024. We currently estimate capacity of around $3 billion for M&A here in 2024 and is looking like we could have another $4 billion to fund M&A in 2025, all while making solid — maintaining a solid investment grade rating. So it’s another excellent quarter in the books. Through the first nine months of the year for our combined Brokerage and Risk Management segments, we have delivered revenues up 16%, organic growth of 8%, net earnings of up 20%, adjusted EBITDA up 18% and adjusted EPS up 17%.

Those are terrific numbers and reflect an unstoppable culture. We are well on our way to another great year of financial results. Hats off to the team for all of their hard work. So back to you, Pat.

J. Patrick Gallagher: Thanks, Doug. And operator, if we could go to questions-and-answers, please.

Operator: Sure. Thank you. [Operator Instructions] Our first question comes from the line of Mike Zaremski with BMO Capital Markets. Please proceed with your question.

Mike Zaremski: Hey. Thanks for the questions. First one is on the bridge from, in the Brokerage segment from 3Q organic to 4Q organic to kind of at the 2-point uplift sequentially. Is — are you saying most of that is life insurance and if not, it sounded like RPC was still kind of more muted, but are you saying RPC is kind of, is lifting off into, is trending higher into 4Q? Just trying to understand some of the pieces there?

J. Patrick Gallagher: All right. So I think when you, renewal premium changes is what you’re referring to as RPC, I’m assuming.

Mike Zaremski: Yeah.

J. Patrick Gallagher: We’re not seeing underlying that our rates, that what we’re seeing for rates are not different all that much in the third quarter at all compared to what we saw in the first two quarters. And I think you’re seeing that in a lot of the carrier releases right now too. So rates for the fourth quarter, we’re assuming about the same as what we’re seeing here, yeah, in the third quarter, which is the same as in the first and the second. As for the increase next quarter, yes, we are getting about a point of additional organic growth from the life insurance sales. But when you bake all this in, we think that we’re running around 7.5% in our business right now. That’s the underlying growth. When you take out the puts and takes quarter-to-quarter, yeah, we’re nicely in that 7% to 8% range.

Mike Zaremski: Okay. Got it. So no other seasonality or anything there, okay.

J. Patrick Gallagher: We are a little slower in the fourth quarter. It’s not as big a quarter for reinsurance for us. And that has been an organic leader over the last couple of years. So, yes, we do have a little bit of that impact because we’re not so heavily weighted in the fourth quarter to reinsurance.

Mike Zaremski: Okay. All right. That makes sense. Okay. Switching gears a bit to, I guess, the margins or just if I look at the fiduciary investment income, looks like it was much better than expected. But I think you’re guiding down. What caused the spike and why is it expected to go back down?

J. Patrick Gallagher: Well, I think, you have to look at our premium funding business there. So when you take a look at the table on Page 6 of the earnings release, I don’t think we’ve changed our estimates all that much for the, excuse me, of the CFO commentary. I don’t think we’ve changed our comments all that much for the fourth quarter.

Mike Zaremski: Okay. Okay. Got it.

J. Patrick Gallagher: You also realize there can be some times where we have, obviously, fluctuations in our fiduciary cash balances, too, that can impact that number.

Mike Zaremski: Okay. Got it. And I guess just, Doug, as a follow-up to some of the comments you made earlier on renewal price change. So actually, from a number of the carriers we’ve seen so far, we have seen an uptick on the casualty side in terms of pricing. And I know in the past, too, you guys have had a view that what you’re hearing from carriers is that they’re under earning on some of the major casualty lines. So is that still kind of in your thought process, as you think that you gave us some tidbits on how 2025 could play out, that there could be some price hardening on the casualty side?

Doug Howell: There’s definitely some price concern on casualty across the board. And I don’t know if that’ll filter into discipline on their part to continue to take it up more than we’re presently seeing. But as you heard us earlier, umbrella is presently rising at about 10%. The only line in casualty that seems to have a difficult time finding bottom is D&O. The rest, however, are showing strength.

Mike Zaremski: Yeah. Thank you.

J. Patrick Gallagher: Yeah. I just got one number here. Our U.S. business, our casualty lines are up a 4-point third quarter versus second quarter.

Mike Zaremski: Thank you.

Operator: Our next question is from the line of Rob Cox with Goldman Sachs. Please proceed with your question.

Rob Cox: Hey. Thanks. So appreciate all the guidance on the Brokerage organic. I was just curious about the components. I think in the beginning of this year, you guys had talked about maybe it was a third, a third, a third exposure, new business and pricing. I was just curious how you guys expect that might unfold in 2025.

Doug Howell: I think it’s going to be half new business in excess of lost business and I think that it’s going to split the rest of it between exposure and rate.

Rob Cox: Okay. Got it. That’s helpful. Yeah. Just curious, maybe it’s a little bit tough to go through all the comments, but it seemed like maybe international retail decelerated a little bit more than the U.S. this quarter. I guess I was just curious also on your views between international and U.S. Retail going into next year.

J. Patrick Gallagher: Well, I think you’re going to see strong international growth. That’s where our strongest component is right now and that does not seem to be backing off. So, if you look at our prepared remarks, we talked about the fact that we’re a good part of our growth this quarter was international considering finance.

Doug Howell: Yeah. I mean, our Australia and New Zealand operations killed it this quarter. So, they’re up nicely. Canada’s a little flattish. I mean, if you…

J. Patrick Gallagher: Yeah.

Doug Howell: … want to do that, if you look at the U.K., there was a mixed issue there in the third quarter also that you could see through. But by and large, I wouldn’t say that there’s tatters anywhere that are causing us concern.

J. Patrick Gallagher: International is up 10% this quarter. And Doug’s comment’s right. The lead by New Zealand and Australia.

Rob Cox: Thanks, guys. Appreciate it.

Doug Howell: Thanks.

Operator: The next question is from the line of Elyse Greenspan with Wells Fargo. Please proceed with your questions.

Elyse Greenspan: Hi. Thanks. Good evening. My first question, embedded within your fourth quarter guidance, the 8% Brokerage organic, is there any assumption for an impact on continued commissions from the recent storms?

Doug Howell: Yeah. We don’t think we’re going to be heavily impacted, maybe a couple million bucks from the storms. But that wouldn’t move that. Maybe it moves at 10 basis points.

Elyse Greenspan: Okay. And then within the guidance, right, I think, you guys said 6% to 8% Brokerage for next year. Are you assuming — what are you assuming for the benefits business, right? I understand there was some seasonality this year. Are you just assuming it’s kind of in line with the rest of the segment? I know you typically wait a little longer to give the bi-segment guidance, but just because that’s brought on some volatility this year, I wanted to get a sense of where you think that will head next year?

Doug Howell: Listen, if you want to pick the midpoint of that range, maybe benefits is around 5% and reinsurance is around 9%, something like that, when you’re looking for a couple points on either side of the midpoint.

Elyse Greenspan: For next year.

Doug Howell: Yeah. For next year.

Elyse Greenspan: Okay. And then, with the M&A, I know like yield flow rate has probably been a bit lighter through the first three quarters, right, then what we’ve seen in prior years. Do you guys think, just given it’s a presidential election year, has that caused, I guess, a slowdown in just the closing of transactions and are you expecting more activity in the fourth quarter early next year? How do you guys see things on that front?

J. Patrick Gallagher: Well, I think if you take a look at — this is Pat. If you take — if you look at the general marketplace in terms of acquisitions, there’s been a bit of a slowdown in general across the Board for the last year. We’ve got a great pipeline. In my experience, we’ve got one of the best pipelines we’ve ever had. So I think that possibly when the discomfort, if you want to call it that or concentration on this election finally ends, clearly if the Democrats get in, I think there could be a rush for the door. I don’t know what happens in the case the Republicans win, but at any rate, I think when things settle out, we do think there’ll be continued great opportunity and I do think that there’ll be a return to a little bit more robust market.

Doug Howell: Yeah. I think we are going to be — I think if you looked at a year-to-date in 2021, we were closing around 17 and 2022, we closed 19. Year-to-date 2024, we’re at 27. Yeah, last year we closed 37 year-to-date with these tucked in deals acquisitions. So it was a little slower this quarter, but I think as you heard from Pat’s pretty detailed comments, our pipeline is terrific right now.

Elyse Greenspan: And then one last one on like that corporate line within the Corporate segment, Doug. I thought you said that it was worse, right, than September IR Day because of the FX re-measurement, but that reversed in the fourth quarter, but then the Q4 guide…

Doug Howell: That’s right.

Elyse Greenspan: … for Corporate did change. Are you just not modeling that in yet?

Doug Howell: Yeah. That’s a good point. We might be a little bipolar on that. We might have been able to schedule a couple extra pennies on that line for the reversal of what we saw at the end of the third quarter, but that bounces around quite a bit. So I think that we’ll see what happens again. So we just didn’t feel like for a couple pennies it was worth changing that number.

Elyse Greenspan: Okay. Thank you.

J. Patrick Gallagher: Thanks, Elyse.

Doug Howell: Thanks.

Operator: The next question is from the line of Gregory Peters with Raymond James. Please proceed with your question.

Gregory Peters: Yeah. Good afternoon, everyone. Just building on your…

J. Patrick Gallagher: Hi, Greg.

Gregory Peters: Yeah. Building on your last answer on acquisitions, one of the things that struck out or stuck out to me, I should say, is when I was going through the supplement was the weighted average multiple for tuck-in pricing of acquisitions came down a lot in the third quarter. Is there any — maybe you can just help me understand what happened, why the multiple came down, because I don’t feel like multiples are coming down in the marketplace. And Pat, in your prepared remarks, you seem to emphasize your price discipline a little bit more than usually referenced in talking about tuck-in acquisitions?

J. Patrick Gallagher: Yeah. When we prepared the remarks, Greg, we did discuss whether in the past we’d been undisciplined. What I said…

Gregory Peters: Understood.

Doug Howell: Yeah. No, I think it’s just a good reminder. We have a lot of people listening to these calls, our own people included, and a lot of acquisitions, we try to maintain a good discipline around the pricing and we seem to strike a fair balance between that and the great people that join us.

Gregory Peters: And the multiple for the third quarter acquisitions came down materially. It’s like I felt like…

Doug Howell: Yeah. I think…

Gregory Peters: … I took a step back in time.

Doug Howell: One of those acquisitions was not priced, what I would say, it was priced a little under market because we have some opportunity to help get better.

Gregory Peters: Okay. Another sort of nitpicking item, you were going through your earnings press release and I was going through the adjustments to earnings to get your adjusted EBITDA. I’m Page 5 of Brokerage. And one of the things that stuck out to me is just the huge jump up in workforce and lease termination related charges in the year, this year versus last year, and the third quarter versus the third quarter last year. Is there something going on, on a bigger scale? Is this more offshoring that’s going on or maybe you could just help, I know it’s a small item inside your income statement, but maybe you could just give us a sense of what’s going on in that place?

Doug Howell: Greg, I’m sorry. Go ahead.

J. Patrick Gallagher: I was just going to say, Greg, you hit on the offshoring thing is really continues to be a very strong play for us and you’ll recall years ago, we started with a very small group. We’re 12,500 people strong there now and as we do acquisitions and go across the Board, illustrating the type of quality and the speed with which we can do things like issue certificates, there’s pretty quick adoption. It’s pretty good.

Doug Howell: Yeah. I think you’re seeing — Greg, you’re starting to see the flywheel just getting stronger and stronger as we benefit from scale, we benefit from technologies that we’re deploying and we’re benefiting from our offshore standards of excellence. It just gives us an opportunity to continue to optimize our workforce. And so, I think you’re seeing that this quarter, yeah, popped up a little bit, because we have some opportunities to optimize our workforce. So, you’ll see that from time-to-time.

Gregory Peters: Great. And then just step back, macro question, and this will be the last one. I know your commercial customers set their budgets for the year. In the past, given the robust rate increases that you’ve had to sell, it seems like the market’s beginning to stabilize a little bit more than, say, for it was two years ago. How are the budgets — when you hear from your customers, how are the budgets changing for their insurance spend? Is it — you’re seeing more flat budgets? Are you still seeing them assume…?

J. Patrick Gallagher: No.

Gregory Peters: … increases? Give us a sense of what’s going on there.

J. Patrick Gallagher: Really not flat, Greg, for two reasons. Exposure units, thankfully, are continuing to grow. This is why we go through our daily review of the things that are coming through audits, et cetera. We’re seeing a robust economy and that’s clearly in a big part of the middle market. And so, from SME all the way through large accounts, we’ve got the data on that. People are expanding their exposure units, so budgets are going up. Secondly, we’re very, very cautious. We are not leading customers to believe that there’s any kind of nirvana relative to rates. That is not what’s happening. We show them our detail that we go over with you quarterly. Property is up 4%. General liability is up 6%. You may not deserve that.

That may not hit your P&L. But on the other hand, you may deserve 25%. And this is a rational market and we’ve got to talk through that, which leads us right into discussing how much you retain, what you bring back into the coverage stack that you might not have had before. And that’s where the real strength and art of being a broker is, is understanding that appetite for risk that each individual account has, working with those primary buyers to decide how they’re going to get their best spend and it’s not a discussion all around rate by any means.

Doug Howell: Yeah. I think you take the chaos out of the pricing cycle and have this rational pricing cycle that we’re seeing right now. Our guys will show the tools and capabilities that we have, and that will shine through and differentiate ourselves. That’s why when I said before that I see a better new business versus lost business year next year than we’ve even seen in the last couple of years.

J. Patrick Gallagher: And by the way, to that point, Greg, we can take clients into our data now and I think you know this. We can say clients like you buy this and their quotes and cover looks like this. And by the way, their costs are this. Well, why is that? Think about selling or buying a house on the street. One’s been taken care of, looks pretty darn good, has street appeal. The other looks like junk. Guess who gets the better price? Why don’t we try to get you looking more like the house on the street people want to buy? And that, back to my point of art, is what it’s all about to be a good broker and that’s why when we get a rate environment like this, I feel very confident talking to our salespeople about we better see some increased sales, folks. Let’s go.

Gregory Peters: Fair enough. Thanks for the answers.

J. Patrick Gallagher: Thanks, Greg.

Operator: The next question is from the line of Dean Criscitiello with KBW. Please proceed with your question.

Dean Criscitiello: Hi. I was hoping if you guys could provide maybe some additional color on the sequential decrease in the organic growth in Brokerage, especially in the context of that renewal premium change holding up pretty strong sequentially.

Doug Howell: Well, listen, I think, I said earlier that, our first quarter is strong, because it’s a heavy reinsurance quarter, right? We’ve talked about some of the life insurance being a little lumpy. But if you bounce those two things out of there a little bit, again, we’re running around 7.5% organic growth each quarter. So while it looks like that on the face, yes, we’re at 6% now, but we warned that there was a 4-point of headwind against that. Also, we’re not seeing substantial rate differentials, rates between the quarters. So really underline it when you carve out the seasonality of a couple of our businesses, some of the mixed differences between when property renews versus when casually renews, the life lumpiness. You got to take our word for it. It’s pretty steady underlying other than that those things that I’ve said. So it’s pretty steady right now underlying.

J. Patrick Gallagher: Yeah. And if you want to go back three years or four years, D&O is up 300%. So by line, by geography, these rates do make a difference. They move. So we’re not seeing a D&O renewal anywhere near 300%. In fact, it’s off 5% or 6%. So the percentages do move. This is not an environment where you say for the next 10 years, good news is it’s 4% a quarter, bing, bang, boom.

Dean Criscitiello: Got it. That makes sense. And then my second one, a few of your competitors have made some large acquisitions to help, improve their middle market capabilities. And I was wondering what implications do you think that have on the competitive environment going forward, sort of being that you guys are a dominant player in that space?

J. Patrick Gallagher: I don’t think it has any impact, to be perfectly blunt, on our business at all.

Dean Criscitiello: Okay. Thank you.

J. Patrick Gallagher: Thanks, Dean.

Operator: The next question is from the line of Mark Hughes with Truist Securities. Please proceed with your questions.

Mark Hughes: Yeah. Thank you. Good afternoon. Doug, did you give early margin thoughts for 2025 for Brokerage and Risk Management?

Doug Howell: I have not. I will in December as we go through the budget. But I will say this, we post 6% to 8% organic growth next year. It’s there, Mark. There’s an opportunity for us to continue to get better. Our scale advantages are coming through our technologies, using the offshore centers of excellence. It still gives us an opportunity in an environment that we’re seeing with current wage inflation, with current inflation and in other categories of our spend, that we continue to have opportunities to get better and better. And when you’re punching out 6% to 8% organic growth, the underlying margins will absolutely have opportunity for expansion.

Mark Hughes: Very good. And then, did you give organic, broken out by the wholesale components and then reinsurance? I think you might have given those collectively at up 8%. But do you happen to have the components of that?

Doug Howell: Yeah. Listen, some of like our affinity businesses might be at 12%. Some of our program businesses might be around that 6%. I think our open brokerage is somewhere around 9% — 8% or 9%. The reinsurance is somewhere around 8% or 9% this quarter. So I would say other than a couple, maybe the affinity business just a little better this quarter and maybe the program business just a little below that 8%. But the reason why we lumped them together and it was just to shorten the script, but there’s not a lot of difference when you’re looking at around 8%.

Mark Hughes: Understood. And then any comment, Pat, on the mixed shift out of admitted into the E&S line?

J. Patrick Gallagher: Yeah. I think it’s very — it’s a really interesting one, Mark. I think we’re seeing continued tremendous submission supply into our wholesaling operation RPS that has not slowed down, which is really interesting and we are not seeing accounts flowing back to the primary market in any great extent. So the excess and surplus market, which we know has gobbled up a big chunk of the P&C market over the last five years, 10 years, seems to be continuing its growth and it’s maintaining its accounts. And I think that’s, we’ve got people in RPS that bring more than just pricing to the deal. There’s a lot of expertise there. There’s a lot of layering and structuring that goes into some of these deals that your local retailer, ourselves included, quite honestly, 50% of our wholesale business goes to RPS. That’s for a reason. So I think it’s both professional capabilities, as well as market access, and that market is still growing nicely.

Mark Hughes: Thank you very much.

J. Patrick Gallagher: Thanks, Mark.

Operator: Our next question is from the line of Alex Scott with Barclays. Please proceed with your question.

Alex Scott: Hi. Thanks for taking my question. So, I mean, when I hear what you’re saying about reinsurance and the strength and growth there, the wholesale business seems like it’s growing very nicely as well. When I look at the 6% and I guess run rating closer to 7% and change, but does that mean, I guess, it obviously means that the businesses other than reinsurance and wholesale, like the more core retail is doing something lower. Is there anything that’s causing some of the price there to not flow through? Is that just maybe some of the property deceleration we saw? I’m just trying to understand, that piece of it specifically. What are some of the trends you’re seeing and puts and takes headed into next year for the core retail piece of it?

Doug Howell: Yeah. Always keep in the back of your mind our benefits business. That business is running around 5%. Take out the large life cases and stuff that bounce around a little bit. So as that — as you think about those that are above that, 7% range. Yeah, you’ve listed them, but you also have to remember that the benefit businesses naturally runs down below that, that level. Some of our actuarial services businesses run a little bit lower than that. But as I look across the organic, across all the operating, we mentioned that Canada was about flat. But by and large, there’s a few that offset each other. But it’s not like there’s any one particular area that is systemically running below that level right now.

Alex Scott: Got it. And maybe if we can go back to reinsurance. I mean, the growth rate you’re anticipating sounds pretty robust there despite the flight pricing. And I just want to see if you could add some color around that. I mean, does that have to do with demand? Can you talk a bit about what you’re seeing in terms of your clients’ demand for reinsurance?

J. Patrick Gallagher: Yeah. I think demand seems very, very strong, which is good news for us. Also, I think our level of expertise in helping clients in a market environment where there is capacity and they can move around how they play in that capacity. It’s a very strong demand for our consulting capabilities around reinsurance. What’s the next move for the carriers that are our customers? So you have both. You’ve got demand. I think you have more utilization. There’s strong growth at the primary level and all that flows up into the funnel for reinsurance. And as one of the top three players in that business, we have a lot of good prospects on the list.

Alex Scott: Great. Thanks for the responses.

J. Patrick Gallagher: Sure. Thanks, Alex.

Operator: Our next question is from Katie Sakys with Autonomous Research. Please proceed with your question.

Katie Sakys: Hi. I apologize. Thank you for the question. There might be some background noise. There’s a fire going on right now. I want to circle back to the subject of valuations. You’re thinking about acquisitions in the middle market that are really concentrated in excess of $15 million of revenue. We’ve seen a couple of those lately and the multiples on those deals have been a lot higher than we’ve seen in the past. I was curious how that compares to what you guys are seeing for those larger middle market deals and whether your appetite to participate in larger acquisitions has shifted at all?

Doug Howell: Listen, I think that there’s no question the larger you are, probably the higher the multiple might be for somebody that’s out there looking for an opportunity. But when we look at our tuck-in acquisitions, I think that people understand that we’ll pay a fair price. And the advantage is they get to stick with us. They come in and they get to work inside of a broker. It’s a broker selling to a broker. They understand that if they decide to take our stock, that they get to participate in equal form as you do, as I do, as Pat does, everybody else in this room. It’s one stock for every person. They get our resources. They get to put their employees and their clients into an environment where actually joining us is going to deliver considerably more career value and more insurance value to their customers.

So many times they look at it and they say that they get the opportunity to continue on doing what they’re going to do and so they get excited about a 10, 11 or 12 multiple. That’s the reality about it, is they’re making a great return for their family. And they know they get to continue doing it with us for as long as they would like to do in their career and that’s valuable to them, too. Don’t forget that.

J. Patrick Gallagher: Let’s also take a look at the landscape. We don’t talk about this, I think, enough because the big deals get big headlines and they are big platforms. We estimate there’s 29,000 agents and brokers in America. Last year, business insurance — last July, business insurance ranked the top 100 in the United States. Number 100 did $30 million in revenue. So there’s 28,900 brokers in America. That’s firms, not people, that are out there trading. And that’s why we say 90% of the time, which continues to be consistent over the last decade, when we compete in the marketplace, we’re competing with somebody smaller. And it’s probably less than 10% of the time, really, that we’re competing with Marsh and Aon, who are the only larger brokers in the world today.

It’s not that we don’t compete. There’s a robust market at the top end. When you think about that, we can use our funds, as Doug says, at lower multiples. We can have 100 of these opportunities in our pipeline. We can be pricing out 70 of them and possibly put on a $1 billion of revenue with people that want to join us, haven’t joined somebody else, want to bring their culture and their people aboard a culture that fits and matches theirs. As Doug said, a Brokerage run by brokers. It doesn’t get the press, but it seems like a pretty good strategy and a good use of our cash does.

Katie Sakys: Got it. Thank you so much for the comment.

J. Patrick Gallagher: Yeah. You better evacuate, Katie.

Operator: Our next question is from the line of David Motemaden with Evercore ISI. Please proceed with your question.

David Motemaden: Hey. Good evening. I just had a question in Brokerage and the contingents were up 24% on an organic basis. I was wondering if you could just talk about what was driving that in the quarter.

Doug Howell: Yeah. Listen, I think that when you’re talking about that, it’s another $7 million or $8 million of where it developed from. We just had, between our benefits business and our U.S. Retail business, that’s where we picked up a few extra contingents in the quarter or our estimation for those contingents in the quarter. So there was nothing special in there. Again, we might give a couple million of that back next quarter because of the storms and floods, but by and large, it — I would say around the possibility of what could have happened, it was a few million dollars in both of those businesses.

David Motemaden: Got it. Okay. That’s helpful. And then I guess just a bigger picture question. I heard the commentary on the term sheets being prepared or in the process of getting signed with $700 million of revenues. Do you have any stats historically on just how many of those are closed, like what percentage of those closed in the next year? Just to help us level set how much the contribution could be going forward?

J. Patrick Gallagher: I really don’t. Here’s the thing. Every one of these is a very interesting story unto itself. You’ve heard me say, I think the longest time we spent talking to a client, talking to a prospect and getting to know each other was 20 years. Sometimes they happen in a quarter. Sometimes they take a couple of years. And but when we get to pricing and we get to putting together a letter of intent, we’re getting serious. And that’s a deal that’s going to get decided in the next six months. I don’t really have a stat on how many of those do close, how many don’t. It’s a full-on sales process. It’s just like selling insurance, frankly. If you don’t have a lot in the hopper, you’re not going to close a lot.

David Motemaden: Yes.

J. Patrick Gallagher: We feel very good about these 60. You can ask me this every quarter and I will try to give some color. Right now, we feel very good about the deals that we’re proposing right now. I would think we’d have a good shot at an awful lot of those.

David Motemaden: Okay. That’s good to hear. And then just finally, so it sounded like the U.S. Retail, P&C organic, it sounded like that slowed a little bit. I think it was 5%, if I heard that right, and I think it was 6% last quarter. Was that just the large account property business that you were talking about that has reaccelerated here in the fourth quarter?

Doug Howell: Yeah. Listen, I’m just looking at my sheet here. If it moved, it moved a 0.5 point one way or another. We did have more. First quarter was just a little bit better than that, but second quarter is about the same number as what we’ve got right now.

David Motemaden: Great. Thank you.

J. Patrick Gallagher: Thanks, David.

Operator: Our next question is from the line of Grace Carter with Bank of America. Please proceed with your question.

Grace Carter: Hi, everyone. I was hoping we could talk about the contingents a little bit more. Just given the ongoing conversation around the casualty market, I was wondering how you all are thinking about any potential risk of maybe some of the pressures from the casualty line that we saw in contingents last quarter resurfacing over the next few months?

Doug Howell: If it did, we’re talking a few million bucks. I mean, I wouldn’t call that as being a systemic issue that we’re going to have to face. Just like with the storms, it’s a few million. There are some corridors, that — we do have caps in our contingents. And so sometimes, if there is — if the carriers have, let’s say, maybe loss — more losses than they had hoped, it may still let us get to our full contingent level because there’s caps on that. So, right now, we’re not seeing a lot of pressure from that, not only in our past book, but as we look forward in the book. If carriers continue to strengthen their casualty rates the way they have been and what we’re hearing from them, what we’re reading about what they’re saying, it should maintain our contingent level also.

Grace Carter: Thank you. And just a quick follow-up on the lumpy life sales. If I’m understanding correctly, you all are expecting pretty much all of the timing issue to work itself out in 4Q or should we expect any sort of lagging impact from that in early 2025 as well?

Doug Howell: What I said is already here in October, we have recouped half of what had been the timing that had come out of this first quarter and second quarter, excuse me, second quarter and third quarter. So we’re going to pick up. So far, it’s half. We think that we’ve got a pipeline maybe to recover it all between now and the end of the year and then we’ll start over again. Just like every other sales organization, we got to start over next year and go out there and see if we can gin up some opportunities. But this product is becoming more and more necessary for many not-for-profits in order for them to be competitive in their executive benefit package. So this is a product that we think has long legs over the next many years — several or many years.

Grace Carter: Thank you.

Doug Howell: Thanks, Grace.

Operator: Thank you. Our last question is from the line of Mike Zaremski with BMO Capital Markets. Please proceed with your question.

Mike Zaremski: Oh! Great. Just a quick follow-up on life insurance. So just ballpark, what percentage of your Brokerage revenues are life insurance and I don’t know if you want to break it out into this new product that might be more lumpy or just growing faster over time than traditional life?

Doug Howell: The lumpy business that we’re talking about is about $125 million business.

Mike Zaremski: Okay. Okay. And — okay, that helps explain why it could move organic that much. Okay. Thank you. That’s all. Thanks.

J. Patrick Gallagher: Thanks, Mike. I think that’s it, Operator. Thank you again, everyone, for joining us this afternoon. We had an excellent third quarter and we’re well on our way to delivering another excellent year of financial performance. I’d like to thank our 55,000 colleagues around the globe for their hard work and dedication to our clients. We look forward to speaking with you again in person at our December Investor Meeting in New York City. Thank you very much for being with us this evening. We’ll talk to you then.

Operator: This does conclude today’s conference call. You may disconnect your lines at this time.