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Executives

J. Patrick Gallagher, Jr. – Chairman, President and Chief Executive Officer

Douglas K. Howell – Chief Financial Officer

Analysts

Mark D. Hughes – SunTrust Robinson Humphrey, Inc.

Arash Soleimani – Stifel Nicolaus & Company, Inc.

Ray Iardella – Macquarie Research Equities

Adam Klauber – William Blair & Company.

Brian DiRubbio – Y/CAP Management

Dan Farrell – Sterne, Agee & Leach

John Campbell – Stephens Incorporated

Scott Heleniak – RBC Capital Markets

Alison Jacobowitz – Bank of America

Arthur J.Gallagher & Co. (AJG) Q1 2012 Earnings Conference Call May 2, 2012 9:00 AM ET

Operator

Good morning, and welcome to Arthur J. Gallagher & Company's First Quarter 2012 Earnings Conference Call. Participants have been placed on a listen-only mode. Your lines will be opened 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 that will be discussed on the 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, Jr., Chairman, President, and CEO of Arthur J. Gallagher & Company. Mr. Gallagher, you may begin.

J. Patrick Gallagher, Jr.

Thank you, Rob, good morning everyone. Thank you for joining us this morning. We appreciate you being on the call. Today I am joined by Doug Howell, our CFO as well as the leaders of our divisional operations.

As it is our custom, I am going to add some color to our press release and quarterly results, Doug will make some comments and we will get pretty quickly to questions and answers.

Our core operating businesses delivered solid growth in the quarter, 18% revenue growth 4.6% of that was organic and 23% growth in adjusted EBITDA. A solid, solid quarter I am very pleased with the quarter. This is seasonably our smallest revenue quarter, and you will remember we had a terrific fourth quarters, so keeping the momentum going in the first is really, really good to see.

I think this just continuous show that our team’s execution across all of our strategies is working extremely well. We are really focused on four things, day in and day out. The first is organic growth. Our Brokerage segment and Risk Management segment combined for 4.6% organic growth. I can’t tell you how good that makes me feel.

I would say often that Gallagher has a sales and service culture that is strong and I think this shows that. Everyone of us understands that our [top] priority is taking care of our clients and adding new clients to our list. The first quarter proved that once again our talented teammates are very, very good at ringing the cash register.

Number two is mergers and acquisitions. Our good work continues. I am proud of the dozens of colleagues who are actively engaged in helping us continue to buy the best brokers in the marketplace. Thirdly, we’re focused on productivity and quality. We had margin expansion in the quarter and we continue to focus on getting better every quarter every year. Fourth, we continue to foster and build on our very unique culture, which is very important to us and I will make some more comments about that later.

Let me address a few other items about the company in the quarter. First, the property/casualty rate environment continues to firm. However, we are not in a classic hard market. We can typically fill out our client’s insurance needs, but the careers are expecting to increase their rates to levels that give them a chance to improve their ROEs.

In particular, we’re seeing property, especially cat-exposed property and work comp firming at a pace of high-single to low-double digits. Other lines are tending to be flat to up 1% to 3%. However, the market is still competitive for new business. In other words, one career’s firm [renewal] is another career’s opportunity, but by and large we are not seeing decreases.

Secondly, I continue to believe our client’s businesses are improving. Not seeing a lot of hiring of new employees, but the clients I have spoken with over the last few months do think the worse is behind them. We are seeing additional premium audits and increasing exposure units.

Our temporary health customers businesses appear to be very robust, so I hope that hiring can’t be too far off. So those two key headwinds that we faced for five years, rate decreases and economic decreases are starting to feel little bit like tailwinds. I don’t feel like I’m running off the down escalator right now.

We just came back from the RIMS Conference in Philadelphia. This is a conference where we had a chance to interact with our larger Risk Management accounts both on the Brokerage side and on the Risk Management side, the Gallagher Bassett side. And Gallagher continues to build significant brand awareness under both banners and we came away with a number of great opportunities. So the Risk Management space is opening up more to us.

Thirdly, our Risk Management segment, Gallagher Bassett that business had a great quarter, 8% revenue gains, 7% of that is organic, 16% EBITDA growth, virtually all that are organic. Gallagher Bassett used the conference in Philadelphia to announce some significant upgrades to our information systems, which we call RISX-FACS, which were extremely well received.

When you look at the cost of insurance, you realize that the greatest cost in anyone's costs at risk in the claims. Gallagher Bassett continues to invest in people and technology to drive the best claim outcomes, helping our clients control their costs is at the heart of what we do.

Fourthly and finally, mergers and acquisitions, we completed 12 transactions in the first quarter at just over $30 million in revenue. In 2011’s first quarter, we did four transactions, so by comparison we’re off to a great year, our pipeline both in the U.S. and internationally remains very robust.

I want to make a few comments on the largest deal we did in our history, which was last summer, the Heath Lambert acquisition in the U.K. This has become clearly a transformational acquisition for us. We have a number of people that we’ve been able to recruit to our company in the U.K. because we did that deal and our merger and acquisition pipeline is very, very strong and the integration is going extremely well.

So we continue both in the U.S. and internationally to find great firms who believe that joining Gallagher will offer their people the right platform to grow and all of these folks had choices, I'm glad they joined our team and I want to welcome them to our company.

So all in all, I'm pleased with the start to 2012 and I’ll pass it over to Doug for some comments.

Douglas K. Howell

Thanks, Pat, and good morning everyone. It's nice to kick-off the year with a good start. Let’s start on the first page of the earnings release in the Brokerage segment. You will see $0.02 of Heath Lambert integration cost and $0.01 of severance, which is inline with our comments from the last conference call. The integration is on track as Pat talk about and we’re forecasting integration and severance costs will run about $0.02 to $0.03 a quarter for another four or five quarters.

Next, please flip to the second page to the Brokerage organic revenue table. Let me break down organic for core commissions and fees for you at a little bit more detail. In our domestic P&C unit, that’s our U.S. retail and wholesale unit, we have seen the third quarter of sequential improvement. These units posted about 5.5% positive organic growth here in the first quarter versus about 4.5% positive in the fourth quarter versus about 2% positive in the third quarter 2011.

To put that in perspective, we are still seeing, we were still slightly negative in the first quarter of 2011. So while we are only in the third quarter of positive territory it is a fantastic trend compared to being in negative territory for all of 2008, 2009, 2010 and half 2011. International P&C is also in positive territory again this quarter, after it was all last year.

In our U.S. employee benefits units, we were flat this quarter versus up nearly 7% in positive organic in the first quarter of 2011, because of the first quarter of last year was so strong just holding organic flat should to be viewed as great work. Short impact to the [mass] were overall organic, but we don’t believe it’s indicative of any underlying trends.

Moving down the table, we think supplementals and contingence coming in slightly up organically is excellent work by the team, given this changing environment and you can also see that our 2011 merger partners contributed nicely this quarter too. Looking out over the next three quarters, we’re not expecting supplemental and contingence to grow organically nor do we expect merger partners to contribute much more either. So modeling supplementals and contingence about flat with 2011 is probably a fair guess at this time. Also just a heads up, we are seeing some carriers starting to push to move from supplementals back to contingence. Time will tell, but just something to keep in the back of your mind.

Moving to the bottom of page two, to the Brokerage segment margin table, we’re really pleased to see margin expansion this quarter, up 60 basis points or four point without Heath. About half of that favorable upside was from additional supplementals and contingents I just discussed and the other half was from compensation expense discipline.

Moving to the top of page three to Risk Management, you’ll see another quarter of excellent organic growth and that came both domestically and internationally. When modeling future quarters, we suggest we apply your organic growth pick to the fee line only, then assume between $2 million and $4 million of performance bonus revenues per quarter, then grade down the New Zealand earthquake revenues to about $1 million in the fourth quarter and that should be a good guess.

Moving down on page three to the Risk Management margin table. We had an excellent quarter, but we think margins around 16% for the rest of the year will be about right. Recall last quarter, we discussed that GB is making some significant client centric investments and you heard Pat talk about it just a couple of minutes ago about what we demonstrated at RIMS. There are other similar efforts underway that will kick in high gear over the next few quarters.

Moving down to the bottom of page three is the corporate segment. Our first quarter was inline with what we told you in our last earnings release conference call. In addition, we did a special conference call on April 11 to emersion our clean energy investments. If you missed it, please take some time to go to our website and listen to the call as we think its helpful background.

Here is an update for this quarter. There are 17 plants that are producing under long-term contracts, production in the first quarter was as expected and the ramp up period is progressing nicely.

As for the other 12 plants, most have been loosely earmarked for long-term locations and we are in various stages of contract drafting, site engineering and regulatory permitting. The level of demand and pace is encouraging, but it realizes that it will still take a six to 10 month to get those plants up and running.

So looking forward, here’s what you should model for the corporate segment. All of these numbers are net after-tax amounts. Assume about $7 million of interest and banking costs per quarter, assume about $1 million of acquisition cost per quarter, about $2 million of corporate cost per quarter, and then assume about $13 million to $15 million of clean energy investment earnings in each of the next three quarters. When you get down the corporate segment, it should show about $0.03 to $0.05 of earnings in each of the next three quarters. Clearly, these are approximates in lock and change especially when it comes to ramping up and rolling out our clean energy investments, but that should get your cost.

So my last comment, remember our Brokerage segment has significant seasonality and we believe the best way to model it is to use the quarterly financial supplement we post on our website. Pages five and six of that supplement show adjusted numbers, which we believe you should be using as your baseline for projecting future results.

While there were very few adjustments between reported and adjusted numbers in the first quarter of 2011 that were significant adjustments in the last three quarters of the 2011. So please use pages five and six as your baseline.

Okay, Pat, those are my comments, back to you.

J. Patrick Gallagher, Jr.

Thanks, Doug. I want to touch a little more on what I said was the fourth kind of pillar in our strategy and that is our culture before you go to question and answers. Our culture is alive and well. Over the last two months, I had spent time with most of, all of our top producers in field management. I can tell you that our team is fired up. We are selling a lot of new business, we’re holding on to our clients, there is a balance in our step and as I said the culture is strong, the team is very much together.

Also during the quarter, something I mean incredibly proud of, Gallagher was named as one of the World’s Most Ethical Companies for 2012 by the Ethisphere Institute. Ethical corporate behavior is a significant topic in today’s business environment and has been a cornerstone here at Gallagher of our behavior for over 85 years. The whole team is excited to be recognized by the Institute as one of the World’s Most Ethical Companies and this is another indicator of the fact that the culture is strong and one that we are so proud of.

With that Rob, let’s open it up for questions and answers.

Question-And-Answer Session

Operator

Thank you. (Operator Instructions) Our first question is coming from Mark Hughes of SunTrust. Please state your question.

Mark D. Hughes - SunTrust Robinson Humphrey, Inc.

Yes, thank you and good morning.

J. Patrick Gallagher, Jr.

Good morning, Mark.

Mark D. Hughes - SunTrust Robinson Humphrey, Inc

In the Risk Management segment, you said that it was opening up and you gave some additional comments, but is that – are more companies putting up their administrative work for bid, or is this new initiative you just feel like you are taking some share?

J. Patrick Gallagher, Jr.

There is a couple of things going on there that I am pleased with. I would not say that more companies are necessarily putting their work up for bid. I do think that more Risk Management size companies are looking at outsourcing claims work, where it typically in many instances is bundled with the insurance product. More and more companies and deeper into the Risk Management space are recognizing that they can bifurcate the purchases from insurance and claim service.

There is another thing that’s happening, which I am extremely pleased with, and I think it’s going to be a huge move over the next decade or so. And that is insurance company’s risk takers outsourcing their claims work to a third party. If you look at some of the capital that’s coming on shore from Bermuda, they are not going to build big infrastructure in the United States, they’d rather outsource that work to somebody that can do it firm professionally.

Mark D. Hughes - SunTrust Robinson Humphrey, Inc

Right. What about the claims frequency in Risk Management, for your same accounts are you seeing an increase there?

J. Patrick Gallagher, Jr.

Yeah, that’s a big change from the recession. Claim counts of Gallagher basically up about 4.5% including new business. On existing clients, claim costs are up about 2% and that’s really a proxy for the economy.

Mark D. Hughes - SunTrust Robinson Humphrey, Inc

Great. Thank you.

J. Patrick Gallagher, Jr.

Thanks Mark.

Operator

Thank you. Our next question is coming from Arash Soleimani of Stifel Nicolaus. Please proceed with your question.

Arash Soleimani – Stifel Nicolaus & Company, Inc.

Hi, how are you? Thanks for taking my question.

J. Patrick Gallagher, Jr.

Good morning, Arash.

Arash Soleimani – Stifel Nicolaus & Company, Inc.

Good morning, just a couple of quick ones. In terms of the margin improvement that we saw in Brokerage, should we basically assuming similar year-over-year improvement going forward for the rest of the year and into 2013 or was this basically the largest that we should expect to see?

Douglas K. Howell

I think that you – to go back to our statements, Arash we get organic growth and excess of 3% you will see some slight margin expansion. So between 3% and 5% that would be some slight margin expansion, over 5% you might get a little bit more. So as you – depends on what you are going to make is an organic pick for the rest of the year. I would really encourage again to go back for the supplements on pages five and six and look at the historical margins that we posted kind of X all the noise that can distort those a little bit, but if you’re assuming growth in excess of 3%, you can allow that to go up a little bit, but not a lot.

Arash Soleimani – Stifel Nicolaus & Company, Inc.

Okay. And then in terms of the compensation expenses that relates as a percentage of commissions and fees, it looks like despite the level of supplementals and contingence of that in the supplemental, we still stay pretty consistent. So my question, I was always under the impression that the contingence would be sort of higher margin, same with the supplementals. So I guess my question is why did that ratio will still stay pretty consistent if that was the case?

Douglas K. Howell

In the first quarter, we booked a couple of million dollars more of compensation expense overall. We get into an inflating environment with, you’ll see formula starting to perform kind of in stair step. We don’t want to get behind the rest of the year. So we did book a couple of extra million dollars of bonus this quarter.

Arash Soleimani – Stifel Nicolaus & Company, Inc.

Okay. And then my final question looking at the organic growth within the Brokerage segment, there was, it looks like we just on the core commissions and fees was about 3.2% and then we saw the 4.9% in 4Q 2011, so obviously the 3.2% is still a very positive number, my question is that sequential decline is relating to read to a matter. Did 4Q just happened to be a particularly super quarter or?

Douglas K. Howell

I think there is a combination of four, five things in there. First and foremost, our first quarter is our smallest quarter. Second of all, we spoke about how the benefits quarter had such as a great quarter last first year, first quarter, our last year first quarter. So just year-over year, the math produces a little bit of a lower total, just the year-over-year comparisons.

Second of all, we’re 270 days into the time since we’ve started reporting positive organic growth across all of our Brokerage units. So while the expectation might be that organic continues to move up sequentially, just posting two numbers around 4% a little above and maybe a little below, we think is really get to work, 270 days into the changing market.

Arash Soleimani – Stifel Nicolaus & Company, Inc.

Okay, now I agree. Thank you so much for taking the question.

Douglas K. Howell

Right.

J. Patrick Gallagher, Jr.

Thanks Arash.

Operator

Thank you. Our next question is from Ray Iardella of Macquarie Bank. Please state your question.

Ray Iardella – Macquarie Research Equities

Thanks, and good morning everyone.

J. Patrick Gallagher, Jr.

Good morning, Ray.

Ray Iardella – Macquarie Research Equities

Couple questions, first I guess thinking about Heath going forward, clearly, about a year now, it’s been with Gallagher, just curious, I know you talked about the international growth rate, but maybe you can expand on what you’re seeing as far as growth in Heath, I know it’s not your numbers yet, but I guess it, it sort of float through in the next quarter or so?

J. Patrick Gallagher, Jr.

I think if you look at the growth at Heath, you got to look at it two ways as you guys like to, and that’s one organic and the other is so, what’s going on with recruits in acquisitions. Organic is probably flattish, the rate environment in the U.K. continues to be more competitive than in the United States, we are still seeing rate decline there. The economy in the U.K. is also outside of London more sluggish than we are seeing in the United States. So flattish is probably good work there.

The most exciting thing about the Heath acquisition, well, first of all, we got a great platform, we got great people to join us in that acquisition. And what that done is create literally, a keen interest in the new player in the U.K. So we have recruited probably a dozen top-flight production talent people just in the last six to eight months. We have a pipeline of bolt-on or tuck-in acquisitions that we never would have had from just our London base a year ago. So, it has totally taken our business in the U.K. from being predominantly a wholesaler to the rural community to a wholesaler in London and a very strong operating platform around the rest of the U.K., which gives us a look that’s much more similar to the United States. So, we’re a new player, it’s a fresh look, people are excited about having a new player, the insurance companies in the U.K. are very excited about the new platform, all-in-all it’s shaping up to be terrific deal for us.

Ray Iardella – Macquarie Research Equities

Great, that’s helpful. And then one other question I guess, regarding client behavior. As insurance companies are actually pushing for more and more rate, I mean are you seeing more shopping, I mean some of the insurance underwriters have talked about lower retentions in the phase of higher rates, maybe just curious what you’re seeing from your clients?

Douglas K. Howell

Absolutely, whenever rates move, clients want to check the market, that’s what we do for them. I would tell you that, when we’re seeing a 1% to 3% to 5% increase, and you take a look at the CIAB, which is The Council of Insurance Agents & Brokers, rate survey every quarter.

Clients are buying insurance today at about 19.99 prices. So when the insurance company wants 1%, 2%, 3%, there is not as bigger push to shop, but you’ve got problems with property right now, and you’ve got problems with workers comp and that is driving shopping behavior. But interestingly enough, the market is not showing decreases.

So you can have that one-off situation where it gets very competitive and yes, the price goes down and this does vary by line. Our marine business is still very soft, but buying large when the careers are asking for 1% to 5% increases, they are getting it.

Ray Iardella – Macquarie Research Equities

Great, thanks. I will re-queue for my other questions.

Douglas K. Howell

Great.

Operator

Thank you. Our next question is from the line of Adam Klauber from William Blair. Please state you question.

Adam Klauber – William Blair & Company.

Good morning, Pat and how are you?

J. Patrick Gallagher, Jr.

Fine, Adam. How are you?

Adam Klauber – William Blair & Company.

I’m doing great.

J. Patrick Gallagher, Jr.

Good.

Adam Klauber – William Blair & Company.

How some of the business was doing, how benefits I think, Doug mentioned as a tough comparison, but to start from that comparison, how is the benefit doing, how is RPS and how is the construction practice now?

J. Patrick Gallagher, Jr.

Thank you, Adam, I should have sent you that question. These businesses are doing great. What you see in the benefit space, thank you to the new law is just incredible concern and very difficult compliance. And so every single client out there needs help from our benefits professionals and our team is so on top of this change.

We don’t really care whether the Supreme Court comes through and throws the law or firms the law. It creates a tremendous amount of work for our folks. I’ve never seen such a selling opportunity in my career. We’re holding seminars for clients and literally picking up broker record letters from clients as they walk out.

With that law has done in my opinion, is put the small benefits broker out of business, they are done. They can’t deal the compliance, they can’t deal for complexity, and the law changes all the time. One point to be grandfathered, you had to stay with the career with, now you have to stay with type of coverage you have, but you can change careers, somethings there have to be 10.99, now you don’t have the 10.99. What is going to be considered the loss ratio for the career, that’s appropriate or not, I mean it is sold or complicated that businesses is on fire and we’ll continue to be incredibly strong.

RPS, the most stable wholesaler in the marketplace right now, not the largest, we started that business 15 years ago, literally this week with one hire and literally $600,000 of business. Today, we’re one of the largest wholesalers in the market. We’re very successful at our MGA businesses.

We’re seeing very good return to the wholesale community of accounts that we’re picked up by the regular careers just four, five years ago. And we’re seeing the economy, expanding slightly with new startup businesses, which also come into the wholesale/MGA markets, so that’s very, very good.

Construction, we had them still slow, the infrastructure folks are doing well. The regular construction accounts out there are still hurting. Hopefully, as we see the economy expand, I’ve got [Fontaine] that runs a very nice construction company here in Chicago Area their business in 2008 was about $100 million in construction. I think in 2011, they did $25 million. So you see the kind of pressure that sector has been under. The practice that we have in construction is second to none, incredibly proud of those guys, we pick up new accounts every quarter. We are definitely taking share in that space. So thanks for the question. You got any other?

Adam Klauber – William Blair & Company.

Thanks. Just a follow-up, so with RPS doing pretty well, is that growing above your overall organic rate?

J. Patrick Gallagher, Jr.

Yes, there are about three points better than the retail PNC market.

Adam Klauber – William Blair & Company.

Great, thanks a lot.

J. Patrick Gallagher, Jr.

Thanks, Adam.

Operator

Thank you. Our next question is from Brian DiRubbio of Y/CAP Management. Please state your question.

Brian DiRubbio – Y/CAP Management

Good morning guys, how are you doing?

J. Patrick Gallagher, Jr.

Good Brian, how are you?

Brian DiRubbio – Y/CAP Management

Okay, just going back to Risk Management, I know the first question was sort of about the claims count, so we can just simply deduct the growth in claims count from the overall growth, just give a sense of what pricing is doing in that business?

J. Patrick Gallagher, Jr.

Well, I’ll tell you what pricing is doing. In domestic United States, we’re up about 2%.

Brian DiRubbio – Y/CAP Management

Okay. And international?

J. Patrick Gallagher, Jr.

International pricing, Scott?

Scott R. Hudson

It’s actually staying relatively flat, there hasn’t been both in the U.K., as well as in our Australian operations, no noticeable uptick like it has been here in the U.S.

Brian DiRubbio – Y/CAP Management

Okay. And then just to piggybacking on the question about RPS, how should we think about the company’s profitability as business moves from middle lines to sort of the wholesale market?

J. Patrick Gallagher, Jr.

Well, as you know, the wholesale business is our most sensitive business to the cycle, right? Margins are compacted as business moves back to the standard markets margins will expand as business moves out of the standard markets depending on how hard the market gets that business, we’ll see significant margin expansion.

The present market is up, let’s call it 2% to 3%, flat to 2%. And with that, you’re not going to see huge expansion, but as I said, we’re highest single-digits organic growth in our wholesale business. And so margins have improved a bit, that business is not running as higher margins, our retail PC operation, or as our retail benefits operation in the United States. If we start to see firming, Brian, that looks 15% to 20%, that margin will probably expand by a number of points, but let’s remember, that’s a business that is about $200 million out of our $2 billion.

Brian DiRubbio – Y/CAP Management

Understood. Great, thanks guys.

J. Patrick Gallagher, Jr.

Thanks, Brian.

Douglas K. Howell

Thanks Brian.

Operator

Thank you. Our next question is from the line of Dan Farrell of Sterne, Agee. Please state your question.

J. Patrick Gallagher, Jr.

Good morning, Dan, you there?

Dan Farrell – Sterne, Agee & Leach

Hi, good morning sorry. Could you talk a little bit about some of the margin headwinds that you pointed, I think the 40 bps of headwinds is actually the inspiration cost and given the macro backdrop you talked about in the U.K., what do you think that (inaudible) of that is, as you continue to work through the integration there?

J. Patrick Gallagher, Jr.

Yeah, we’re working back Dan to what we originally talked about when we did the deal, that memory serves me around 14 to 15 points of margins of what we bought and we thought that to move into 20 points of margin we need 4 million to 5 million pounds more of profitability. And we said, we probably get pick up about half of that from career relations and half of that from those consolidated expense initiatives. We still have a great line of sight to that, we do believe that business can move up into low 20s. Frankly, by the time you pushed together all of our U.K. operations whether it’s Heath or whether what we had before, I think the team over there has a tremendous line of sight to margin improvement in the U.K., so at this point we’re still excited about the prospect of us getting our original targets on that.

Dan Farrell – Sterne, Agee & Leach

Great, thank you, very much.

Douglas K. Howell

All right, thanks Dan.

J. Patrick Gallagher, Jr.

Thanks Dan.

Operator

Thank you. Our next question is from the line of Brett Huff with Stephens Incorporated. Please state your question.

John Campbell – Stephens Incorporated

Thank you, guys, this is John Campbell in for Brett Huff, good morning.

Douglas K. Howell

Hey, John.

J. Patrick Gallagher, Jr.

Good morning John.

John Campbell – Stephens Incorporated

So Pat, I appreciate the good color on the rate environment, and so you guys have been pretty positive on rates for a while now. Can you talk maybe a little bit more about how that’s progressed in the last three quarters, to say the rate increases are sticking maybe incrementally more they did say, middle of last year just trying to give a – I guess in terms of the pages here.

J. Patrick Gallagher, Jr.

Yeah, sure I’m glad to counted on it John. What’s interesting is that about three quarters ago for the first time incumbent carriers would ask for an increase, our production staff would say sorry, I mean, I have to shot this and the incumbent would receive the order. And that had not happened for four years prior to that, I mean, it’s basically if you took something out of market, I’m talking about a good risk, now that’s something that’s Cat- exposed, had bad loss whatever that account would move.

And we’re seeing more of that, it’s not so that there is no cavalier attitude among our production staff anymore just as look, I’ll take it out and move it and that’s it’s how it’s going to be. About a year, year and half ago, we would typically get out in front of a renewal by telling the carrier, if they give us 5% to 7% off, we thought we could lock that renewal up five to six months early and just get a renewal order. That’s just not happening right now. Curious just to say no, I am not going to give you the five of two to make sure that I get my renewal next August. They are saying, I’m looking at this, in particular in workers compensation. They’ve got to get right.

Now if you look at the investment environment John if the carriers right to a 100% combined. They are not going to make any money, they have to be in the low 90s to generate any kind of ROE and they are not there and they know it. I think the difference between this cycle and the three other cycles in my carrier is that it’s the first time in my carrier that insurance companies CEO’s are saying what they are saying and that’s exactly what we are seeing on the street.

That’s hasn’t happened before, typically the CEO’s would be a little bit disconnected from what’s actually happening at the underwriting desk. It is, they are spot on right now, which tells me that they have good information systems. They know are they making money? They know are they losing money? And they are going to push for return on equity and we are seeing that in the environment.

This is not 25% rate increases. It’s not across the board every account, every time, but the decreases are pretty much history and where it needs to occurs especially in comp and property, there are significant increases.

John Campbell – Stephens Incorporated

Okay, great that’s very helpful. So I guess it’s safe to say that we’re not necessarily in a hardening market right now, but that losses are pretty much history?

J. Patrick Gallagher, Jr.

What I would say is this, the market is firming. It is not, a classic hard market in my experience, been had that for 38 years is one day you wake up and rates are up 50%, then they are up 75%, then you can’t buy the insurance, right.

John Campbell – Stephens Incorporated

Right

J. Patrick Gallagher, Jr.

So you take something that was placed a 100% carrier and the next thing you know, you’ve got 10 carriers on it, retentions or deductibles are up 150%, prices are up 300% and guess what your clients are begging you to get more coverage for them, that’s not happening right now.

John Campbell – Stephens Incorporated

Right.

J. Patrick Gallagher, Jr.

Which couldn’t be frankly a better environment for us, if I could get, if you go to our investor slides at our website, you take a look at our typical new business, loss business and what happens to our company, if we get a 2% rate hike and the economy expands 2% and we continue to do what we typically do with new business, loss business. We’ll drive organic growth up 9%. If this environment stays like this, for the next few years, it’s going to be a very positive result for the company.

John Campbell – Stephens Incorporated

Great, it’s good to hear. I guess the second question here is respect to the Heath Lambert integration, it sounds like it’s been a great success for and should you guys feel that integration is largely complete or there still ongoing cost initiatives…

J. Patrick Gallagher, Jr.

Let Doug and I both take that.

Douglas k. Howell

Yeah.

J. Patrick Gallagher, Jr.

Let me take the operational side and let Doug touch on the numbers.

J. Patrick Gallagher, Jr.

I do not want anybody on this call to underestimate the amount of work that’s going in and making this thing successful. I mean starting off with the fact that the deal close, the transaction closed at midnight on a Thursday, Friday morning there were papers and brochures on every employees desk, welcoming them to Gallagher.

The first move was to get those people excited about the fact that they joined a company that’s in this business to stay, with brokers run by brokers, we know what we’re doing, we’re trying to sell insurance and we wanted them to be excited about that deal. We’ve probably moved 500 desks in the city of London where people have had joined new teams, transferred across the street, come back together and meet and get to know new colleagues. It has been a gargantuan effort that our team has done an extremely good job. And what that’s doing is putting bouts in the Heath people step, so look, we know are with a company that knows how to do this and it’s attracting a tremendous amount of attention in the marketplace from people who might like to join a different culture.

Douglas K. Howell

Also, when it comes to cost, the four part of my statement here, we’re going to run about $0.02 to $0.03 of integration in cost for the next four or five quarters. But that’s as expected, as planned, it’s a measured approach. What we’re finding is, as we bring these two organizations together that moving from private equity ownership into a broker owning this business, it’s really nice to see that, we can spend a little bit of money that will save us some money, but it’ll also bring some greater resources to bear for the folks that are coming over to us from Heath. And we think the combined team will do a tremendous job in that marketplace. So as expected, we’re thinking $0.02 to $0.03 a quarter for the next four or five quarters. And then we should, a year from now we should be done with that.

John Campbell – Stephens Incorporated

Okay, great. Thanks, that’s helpful. I appreciate your guys for taking our questions.

Douglas K. Howell

All right, thanks.

J. Patrick Gallagher, Jr.

Thanks.

Operator

Thank you. Our next question is from Scott Heleniak from RBC Capital Markets. Please state your question.

Scott Heleniak – RBC Capital Markets

Hi, good morning.

J. Patrick Gallagher, Jr.

Good morning, Scott.

Scott Heleniak – RBC Capital Markets

Just wondering, if could comment about the Brokerage side, your client retention levels, are those kind of aware of those sitting right now, that is still improving and then you talked about new business a little bit, I was wondering if you could touch on a little bit more, what kind of growth you are seeing from new business versus retention?

Douglas K. Howell

When it comes to retention across our entire Brokerage unit internationally, we’re somewhere around 94% retention. And the new business was somewhere around 10% to 11%.

J. Patrick Gallagher, Jr.

Which is historically are normal, if you look at again at the website, our investor presentation, we will do about 10% of trailing revenues in new business, 10% to 12% of trailing revenues in new business annually. And we will lose new business either because it was project work, it was not expected to reoccur or because we lost the account we goofed up of about 5% to 7%, depending on the quarter.

Scott Heleniak – RBC Capital Markets

Okay. And just wondering what M&A, obviously there has been a lot of activity in the sector. Is there anything out there that you see that could kind of derail these trends I mean not it’s obviously very strong and where are you seeing the opportunities? Is there any new place that you are kind of looking at new country or where is the focus for M&A mostly?

J. Patrick Gallagher, Jr.

Well, the focus for M&A is both international and U.S. In the United States we have more people and we have more Brokerages and so there is more opportunity to bring them aboard than you will see internationally. Our international pipeline is very robust, but it’s probably one-tenth of what we have in the pipeline in the United States.

We couldn’t be in a better position when it comes to M&A for a number of reasons. Our business if you think about it over the last 26 years has been mergers and acquisitions right. And you take a look at the front of our press release and yes we talk organic and all the rest of that by and large we had a quarter with 22% Brokerage revenue growth and 27% Brokerage EBITDA growth. We did 12 deals for $30 million. That’s less than $3 million on average per transaction.

How much of that is organic or not organic, really what are we talking about? We are talking about recruiting. We are talking about bringing people in. It’s just close to organic recruiting strategies you can possible have. These are great entrepreneurs they have built books of business that are incredibly creative.

We are not synergizing out their cost, we are bringing them on to a platform that we think should help them grow faster and they join us because, of course, we priced the transaction appropriately, but they join us because they want to be part of this team. Every single one of them that joins us could quit tomorrow, they’ve got the money. So to me that’s the secret sauce. If you want to look at Gallagher and say do you think you could keep this up, you want to take a look at our transactions and see if people are still joining us, that’s the bellwether.

Scott Heleniak – RBC Capital Markets

Okay, fair enough. Just one other question on the debt side, the debt-to-cap is kind of sitting around 36% or so now. Is there a targeted range that you have for debt-to-cap where do you think, how high can that go? Is it kind of in your comfort zone now?

Douglas K. Howell

We typically look at it as a relationship with EBITDA and we’d like to be south of 2 times EBITDA on that. We’re well below that now and we like that position. We think that debt, we may pull down some this year a little bit given this rate environment, but nothing significant at this point and second of all, with the cash flows that could be generated by our clean energy investments we don’t think we’ll need to be at debt market at this point over the next couple of years.

Scott Heleniak – RBC Capital Markets

Okay, by comment specific to you. It was specific to the sector, not questioning your ability to …

J. Patrick Gallagher, Jr.

In this sector and these are not our numbers; we believe there is about 18,000 agents and brokers in America right. If you look at Business Insurance’s July issue to be a top 100 agent or broker in America you do about $20 million in total revenue. So you can imagine just the diversity and the fragmentation of our industry in the United States.

Probably 90% of the owners of those firms are baby boomers. They are my age, I’m 60. It’s their biggest asset it’s worth more than their home, they’re getting close to needing to do something and there are very few buyers in the market, so the opportunity for M&A over the next 25 years is absolutely astronomical. And if you look at the entire insurance Brokerage market, so you start with homeowners all the way to the Fortune 100. If you add Marsh and Willis, Gallagher and then the largest private firms together we have no market share. Is that an opportunity?

Scott Heleniak – RBC Capital Markets

Right. Following sellers and buyers out there, so that helps you guys and everybody else so.

J. Patrick Gallagher, Jr.

The most important thing though and this is key Scott, as you got to bring the people on board and keep them. This is a people business, they bring their relationship for their clients and we order that.

Scott Heleniak – RBC Capital Markets

Thanks.

Operator

Thank you. Our next question is from the line of Alison Jacobowitz of Bank of America. Please state your question.

Alison Jacobowitz – Bank of America

Thanks, just wondering if you could comment some on the pricing, with your M&A targets are looking for, they’re looking for higher prices with things changing and you know what are you seeing there?

Douglas k. Howell

Yeah, they are up as much Alison, but we’re still paying between 5 and 7 times.

Alison Jacobowitz – Bank of America

Thanks.

Operator

Thank you. (Operator Instructions). Our next question is a follow-up from the line of Ray Iardella of Macquarie Bank. Please state your question.

Ray Iardella – Macquarie Research Equities

Thanks, for taking my follow-up.

J. Patrick Gallagher, Jr.

Sure.

Ray Iardella – Macquarie Research Equities

So just I guess one quick one on the tax rate for Doug. It looks like it was revised down slightly, 38% to 41%, now 38% to 40%, is that just a refinement or is that, should we read into something about the profitability of the international operations?

Douglas k. Howell

Well, I think it’s just the international tax rate is bringing it down, I mean, when you are looking at U.K. it’s in about 25%, 26% range right now, as we get more heavily weighted internationally, Australia even less than that. It will naturally bring that that Brokerage segment rate down and then as we grow internationally in Gallagher Bassett, the Risk Management segment will come down to as we are doing business in lower tax locations.

Ray Iardella – Macquarie Research Equities

Okay. That’s helpful and then maybe just could you comment maybe on the interest following your conference call, the clean energy side. Certainly, you’ve talked a little bit about some increased interest; I would think are loosely some agreements that might be coming into place. Did you see a pick up in interest or maybe you can comment on that a little bit?

Douglas k. Howell

I don’t believe that our call cost any more interest in the pipeline for Section 45 plant. I think that it probably has caused a few calls with respect to Chem-Mod the recipe company that we haven’t had the clean energy recipe, but buy and large the demand is out there is because of the relationship, so we build over the last 20 years and then the other partners that have come to us. As we build these out over the last couple of years.

So but that interest is high, the number of plants that available is low, but we want to do business with those people that we’ve done business within the past and picking the right partners to do these ventures whether is very important. We are going to be with them for the next 10 years or more with these plants. And so we want to make sure we pick and choose the right partners that have the same line of interest with us, but the call was well received by a few folks, and I think that the team is energized and working hard and giving the rest of these plants into that permanent production.

Ray Iardella – Macquarie Research Equities

Okay. Thanks Doug, I appreciate the color.

Douglas k. Howell

Thanks, Arash.

J. Patrick Gallagher, Jr.

Thanks, Arash.

Operator

Thank you. We’ve come to the end of our question-and-answer session for today. I will turn the floor back to Mr. Gallagher for closing comments.

J. Patrick Gallagher, Jr.

Thanks everybody for being with us again. We really do appreciate it. I think as you can probably tell from Doug’s comments and my comments, we feel very good about the start of the year. We look forward to continuing to build on our success throughout 2012. And right now frankly it’s good to be us. Thanks for being with us.

Operator

This concludes today’s teleconference. You may disconnect your lines at this time.

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