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Earnings Call: Q1 2015

Apr 24, 2015

Operator

Good morning, and welcome to Arthur J. Gallagher & Company's first quarter 2015 earnings conference call. Participants have been placed on a listen-only mode. Your lines will be open for questions following the presentation. Today's call is being recorded. If you have any objections, you may disconnect this time. Some of the comments made during this conference call, including answers given in response to questions, may constitute forward-looking statements within the meaning of the securities laws. These forward-looking statements are subject to certain risks and uncertainties that will be discussed on this call and which are also described in the Company's reports filed with the Securities and Exchange Commission. Actual results may differ materially from those discussed today. It is now my pleasure to introduce J. Patrick Gallagher, Chairman, President, and CEO of Arthur J. Gallagher & Company. Mr. Gallagher, you may begin.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thank you, Melissa. Good morning, everyone, and thank you for joining us this morning. This morning, I'm joined by Doug Howell, our Chief Financial Officer, as well as the heads of our operating divisions. As we said in our press release a few weeks ago, we wanted to announce this morning and have our conference call because many of us will be at RIMS next week. Again, thank you for being with us early this morning. I'm very pleased with our quarter. Brokerage and risk management are both off to an excellent start to the year as we carry the momentum we created in 2014 into 2015. As I have said often, we are focused on four strategic efforts. We work on, number one, organic growth. Secondly, mergers and acquisitions. Thirdly, quality, margin improvement, and productivity. Fourth, we work hard to maintain a very unique and different culture.

Adjusted revenues in our brokerage segment advanced 36%, 4.5% of that was organic. I'm pleased with our continuing new business growth. Sales is what we are all about. Every day, we get up and service our clients and work very hard to add new clients to our list. The first quarter was a great start to our year. In addition, we expanded margins by 210 basis points, which is just outstanding work by the team. In our risk management segment, revenues are up 11%, all of which is organic. Our margin expanded, finishing the quarter at 16.8%, a bit ahead of our 16.5% full-year target. Together, our brokerage and risk management operations are up 30% in revenues, up 46% in EBITDA, margins are up two full points, and we're up 18% in earnings per share. Let me move to mergers and acquisitions.

Our large acquisitions in 2014 are integrating extremely well. We're seeing good opportunities to do smaller bolt-on acquisitions in the U.K., Australia, New Zealand, Canada, and of course, the United States. We're off to a good start in 2015, having closed 11 acquisitions for about $34 million in added revenue. Our partners see the benefit of our unique culture and the capabilities we're investing in, and they want to be part of what we're building. As I do every quarter, I want to welcome and thank our new partners. The merger and acquisition world is really competitive with lots of choices, and I'm proud that these fine firms chose to join us. A warm welcome to all of you, and our pipeline continues to be very strong, so I see 2015 to be a very good acquisition year. Let me give briefly some color to the individual operations.

Our U.S. property-casualty retail business continues to operate what I like to call a rational market. Rates all in across all lines, across all geographies were essentially flat for us in the quarter. This is good news for both our clients and for Gallagher. Give us a stable rate environment, and with our aggressive sales culture, we will drive organic growth. We're seeing our customers' businesses improve with some growth in revenues and payrolls. Both our international retail and our domestic wholesale businesses also had a strong quarter. Our employee benefits team is very busy helping our customers manage their benefits and HR needs as a result of increased complexity and higher benefits and wages. In the United States, employers continue to deal with the impact of the ACA. Our consulting team has the tools and resources necessary to assist our clients to comply with this legislation.

We continue to see solid interest in the Gallagher Marketplace, which is our private label insurance exchange, as more employers understand the advantages in offering this to their employees. The team continues to invest in tools and resources our clients need to manage their employee benefits and human resource needs. This has helped with strong new business sales and continues to drive increased merger opportunities in the U.S. and globally. Our risk management business, Gallagher Bassett, is off to an outstanding start with strong top-line organic growth, margin expansion. We're still investing in systems and people on our march to be recognized globally as the TPA who consistently delivers the best claim outcomes. Our Gallagher Bassett International business continues to expand and contributed nicely in the quarter. Our culture is thriving. We received two significant awards in the quarter.

For the fourth year in a row, Gallagher was named as one of the world's most ethical companies by the Ethisphere Institute. In addition, we were recognized as one of America's best employers by Forbes Magazine. We work hard to promote and to protect our unique culture. We're very proud of this recognition. We are off to a great start. We believe we have a solid momentum and hope to deliver a solid 2015. With that, I'll turn it over to Doug.

Douglas K. Howell
CFO, Arthur J. Gallagher

Thanks, Pat. Good morning, everyone. The first quarter was a terrific start to our year. Before I start, two housekeeping items. First, we had a small unit get reclassified from the brokerage segment to the risk management segment. All historical numbers have been reclassified. It was only about $4 million of revenue this quarter. It really doesn't have that much impact on either segment's earnings or ratios this quarter. Second, last year we formed a startup brokerage venture that we control, so we consolidate it, but we own less than 50% of it. Since we don't own the majority, we've adjusted organic to reflect only our portion. We've also footnoted the impact on EBITAC. Frankly, it's not all that big. It's also seasonally the strongest in the first quarter.

You can probably just ignore it in the next three quarters when you build your models. Onto the results on the first page. $0.36 for brokerage, $0.09 for risk management, and $0.18 loss for the corporate segment, show as an adjusted EPS of $0.27. The brokerage segment adjusted EPS of $0.36, is nicely up 24% in the quarter. You'll then see the typical integration costs, changes in earn-outs, and some severance, and you can also see that foreign currency didn't have much year-over-year impact in the quarter. Looking forward, some modeling help on revenues. Rollover revenues. We've added on page 16 of the investor supplement, a table showing our range for rollover total revenues for the next three quarters from mergers done in 2014 and in the first quarter of 2015.

We'll update that table each quarter, be careful to not double count premium funding revenues. We are giving you total revenues on page 16, not just commissions and fees. When you model new M&A revenues, please ensure that your models weight the closing dates more towards the last month of the quarter. Finally, foreign currency. We believe that before you apply your pick for organic growth, you should first adjust prior year revenues for the stronger dollar. For the first quarter, you'll see that FX caused a reduction of revenues of about $11 million for the brokerage segment and $4 million for the risk management segment. Looking forward, assuming current exchange rates, we estimate the decrease in revenues due to the stronger dollar to be about $30 million, both in the second and third quarter, and about $15 million in the fourth quarter.

That was for brokerage. As for risk management, assume about $5 million reduction in both the second and third quarter and $3 million in the fourth. In the end, step back and make sure your models consider that the impact of FX will cost us about $0.03 in the second quarter, $0.02-$0.03 in the third quarter, and about $0.01 in the fourth quarter. Making these tweaks for currency, M&A timing, and a premium funding should help refine your models on revenues. Integration. You heard Pat say that our integration is moving along as planned. Looking out over 2015, we're still seeing integration costs of about $0.07-$0.09 a quarter in the second quarter, about $0.06-$0.07 in the third quarter, and about $0.05-$0.06 in the fourth quarter.

Staying with brokerage, turning to page two, to the organic revenue table. Let me give you some flavor behind the 4.5% organic growth in base commissions. Domestically, we're about 3%, which we call can be our seasonally smallest quarter, we feel really good about that number. Rates and exposure together had about one point of drag on our domestic results this quarter, again, since 2011, the rates and exposure impact has been about zero, a little plus, a little minus. Like Pat said, it seems we are in a really healthy environment for brokers. Internationally, we posted about 10% organic growth. We're seeing some nice solid numbers around the globe. As for supplementals and contingents, together up about 5%. We did see a couple carriers move from supplementals to contingents which caused some geography shifts.

By and large, we did renew most of our contracts as is, and we expect to see some moderate growth in these lines yet this year. Now, flip to page three, to the brokerage segment adjusted EBITAC margin table near the bottom of the page. Adjusted margins are up over two full points, excluding the non-own share. About half came from our organic growth and expense controls, and the other half from the roll-in impact of the larger deals. That's really excellent work by the team. As for the remaining quarters of 2015, we don't expect much more margin expansion from the roll-in of our larger deals, as most of them were already in our numbers by the end of the second quarter 2014. We'll get a little, but not much more.

Finally, on the brokerage segment, let me give you some non-cash estimates for the remaining quarters for the brokerage segment. For depreciation, assume about $15 million of expense. For amortization, about $55 million. For acquisition earn-out amortization, assume about $5 million. As we do more M&A, for every dollar we spend, you'll need to increase amortization by about 1% of the purchase price per quarter, and that will get you close. Turning to the risk management segment. Really a terrific quarter across the board for risk management also. Our domestic operations grew organically over 12%, and internationally about 5%. We've continued to improve margins and slightly surpassed our 16.5% target for the year. We expect organic to be in the upper single digits for the rest of 2015. All right. Let's shift to page five to the corporate segment.

A really nice quarter for our clean energy investments and right in line with the estimates we forecasted last quarter. We haven't changed our outlook for the rest of 2015 very much, that we provide on page 15 of our investor supplement. Right in line both this quarter and looking forward. Finally, some comments on our M&A program. We did 11 mergers this quarter at a weighted average multiple of just over 7x. Also, remember that we tend to do fewer mergers proportionally in the first quarter. I guess we could call it lower seasonality with our M&A program. It has been that way for five years or more. We feel very good about our opportunities to do a lot of nice tuck-in mergers this year.

Next, looking out over the remainder of 2015 in terms of M&A funding, we used about 1 million shares this quarter, and we think we'll use about 3 million-4 million shares in the second quarter. For the balance of the year, we'll be mostly using cash. Those are my comments, and like I said at the start, it was a really terrific quarter on all measures. Back to you, Pat.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thank you, Doug. Melissa, we're ready for questions.

Operator

Thank you. The call is now open for questions. If you have a question, please pick up your handset and press star one on your telephone at this time. If you are on a speakerphone, please disable that function prior to pressing star one to ensure optimum sound quality. You may remove yourself from the queue at any point by pressing star two. Again, it's star one for questions at this time. Our first question comes from the line of Michael Nannizzi with Goldman Sachs. Please proceed with your question.

Michael Nannizzi
Analyst, Goldman Sachs

Thanks. Hey, Pat, I was just wondering, you mentioned 10% organic growth internationally. Can you talk a little bit about what's underneath there? Can we talk maybe specifically about the recent integration or the recent acquisitions and the ones that are being currently integrated? What sort of organic did we see out of those guys? Thanks.

Douglas K. Howell
CFO, Arthur J. Gallagher

Yeah, Mike, it's Doug. I made the comment about the 10%-

Michael Nannizzi
Analyst, Goldman Sachs

Okay, great

Douglas K. Howell
CFO, Arthur J. Gallagher

growth internationally. We're seeing good results out of our London specialty business. Our retail businesses there that have been in our books for at least one year are performing nicely. Those are the two segments internationally. Our small previous operation down in Australia had a terrific quarter, again, it's so small it didn't move the number. Those are the three places we're seeing strong spots.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Mike, Canada contributed nicely.

Michael Nannizzi
Analyst, Goldman Sachs

Okay.

Douglas K. Howell
CFO, Arthur J. Gallagher

Yeah, not to our organic, Canada actually had almost 6% organic growth, that's not in our organic growth numbers yet. If you look across the globe, it's a little difficult in the first year or so until we get the accounting squared away on all the operations consistent last year with consistent this year, just the way the billing practices work. Our best guess right now says if you add up all our other international operations that are not included in our organic, they're probably flat, to where they were prior year, if we measure about the same, and our organic would have been close to 4% total if we would have thrown them in and started counting them as organic in this quarter. We're pleased with their results. There is some softening in Australia and New Zealand, you're seeing some market pressures there.

Canada's holding up nicely, and the U.K. is holding up nicely.

Michael Nannizzi
Analyst, Goldman Sachs

Got it. Then, just can you update us on sort of leadership in the U.K.? I'm sure there's continuing to be some turnover and changes. You guys kind of continue to push those three companies together. Any update on kind of what's happening on that front?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah, Mike, I think we've got a very stable situation now. Grahame Chilton has taken over as our CEO for the overall international operations. Retail U.K. is very stable right now. Specialty is very stable. Really what we had in the U.K. is, we got about 5,000 people there, and we had five people depart, and we've got a really solid leadership team that we're excited about.

Michael Nannizzi
Analyst, Goldman Sachs

Great. Then just lastly, just on risk management. What sort of operating leverage should we think about in that business? I mean, 10% organic, and you have mentioned there's sort of that 16-ish% margin. Is there a level of growth where you can sort of pick up some additional operating leverage if you're able to continue to sort of grow at this level, and where we could see that margin kind of lift up a little bit further? Then on that topic, just maybe talk a little bit more about what's driving the current organic growth and what's giving you confidence that you could see still upper single digits for the rest of the year. Thanks.

Douglas K. Howell
CFO, Arthur J. Gallagher

All right. A lot of questions in there, but first, if you recall, we have stepped up our margin target in the past. We were at 16 points, and our margin target is now at 16.5 for this year. We are moving the margin target up. It is a business that the operating leverage on that we've done in the past, you need about 5%-7% organic growth in order to show much margin expansion in that business. Unlike the brokerage segment that you can start to see some margin expansion at between 3% and 4%, around 3%, you start to get it. The operating leverage on it, probably the incremental is 25%-30%. Whatever you grow in excess of that 5%-7% range should be able to hit the bottom line.

Michael Nannizzi
Analyst, Goldman Sachs

Okay.

Douglas K. Howell
CFO, Arthur J. Gallagher

Claim outcomes is really what we're selling in that business. That is, when we show our customers that settling claims using Gallagher Bassett produce a better claim outcome, our analytics drive that, it supports it. Domestically, our customers are seeing the value that Gallagher Bassett brings. I wish it were more sophisticated than that. It's just our customers see better claim outcomes.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Also, Mike, Gallagher Bassett's a bit of a proxy for the U.S. economy. We're seeing work comp claims on existing clients up in claim count by about 4.8%, and liability claims up about 2% on existing clients. That basically is because of increased sales and hiring.

Michael Nannizzi
Analyst, Goldman Sachs

Got it. Great. Thank you so much.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Mike.

Operator

Thank you. Our next question comes from the line of Kai Pan with Morgan Stanley. Please proceed with your question.

Kai Pan
Analyst, Morgan Stanley

Good morning, congratulations of a good start for the year.

Douglas K. Howell
CFO, Arthur J. Gallagher

Thank you, Kai.

Kai Pan
Analyst, Morgan Stanley

First question is a number question. You guided for the first quarter acquired revenue around $175 million, but looks like the reported number is meaningful below that. Just wondering what have driven that?

Douglas K. Howell
CFO, Arthur J. Gallagher

Yeah. Kai, I think that you're asking about, we came in at about $162 million with respect to total rollover revenues in the quarter. How is that different than the $175 that we guided? I probably rounded up five million instead of rounding down five million, and FX on that number probably cost us another five million. The $162 million on bottom of page two of 11 compared to the $175 guidance. One of the things I did note is there seemed to be a lot of the folks that were putting the entire $175 in commissions and fees, but that also includes the premium funding revenue that was down on the investment income line. I think there was double counting in a lot of the models of the premium funding revenue that might be causing you some noise in your model.

Kai Pan
Analyst, Morgan Stanley

Okay. That's great. Second question is really on your margin. I believe you guided about 80 to 100 basis point accretion from the acquisitions, but not expecting much from the organic rate. Looks like organic also contributed about half the margin expansion this quarter. You mentioned, is that because of better organic growth than you expected, or you have expense control measures in place, and how should we think about that going forward?

Douglas K. Howell
CFO, Arthur J. Gallagher

First, my guidance last quarter was we thought we'd see about a point of margin expansion from the roll-in of the larger deals, and we hit that number, so we achieved that. The rest of the margin expansion did come because we posted 4.5% organic growth, which we've said always that you can get some margin expansion above 3% in this environment. We did have some good expense controls in the quarter, headcount controls. As we look forward, again, we're back into this environment now. We'll get a little bit more margin expansion next quarter from the roll-in of the larger deals, and that's maybe a quarter to 50 basis points, something like that. The rest of it will come if our organic is in excess of 3%, we would hope to show some margin expansion on that. That's how you should look at it going forward.

Kai Pan
Analyst, Morgan Stanley

Okay. That's great. Last question, more big picture. If you look from the acquisition front, one of the peer comments that they see the pricing for deals becoming more competitive, especially coming for the private equity funds. Do you see that, and do you see that as a challenge to your acquisition strategy as well as on the industry consolidation front? Do you foresee some large-scale consolidation also happening in the brokers space among the public traded, the bank-owned, and the PE-backed brokers?

Douglas K. Howell
CFO, Arthur J. Gallagher

Well, I'll give you the numbers. I'll let Pat give some of his thoughts on how he sees the consolidation of the industry going. On the numbers, last year of our 57 smaller deals, the weighted average multiple that we paid was about 6.7 times. When I look at this first quarter, we're just slightly over seven times. There was one in that mix that may have moved it a little bit. How do I see the rest of the year? I see that there's still competitive pricing in that six to seven times range. I think that the reason why is that people, as they look at joining Gallagher versus perhaps a PE firm or something, is they really see our capabilities that can drive them to be more successful also.

When we look at it, we think that our multiples are competitive, and we think that people are choosing us because of the capabilities we bring and the expertise. As for the consolidation of the industry, I'll let Pat talk about that.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah, I'll talk about the environment a little bit, Kai. It's very competitive on business that's a little bit larger in scale. If you take a look at Business Insurance last July, to be number 100 in terms of the U.S. size, you did $24 million in revenue. I was at a conference, Pat, that this consulting firm had in terms of the number of brokers in the U.S. was 37,000. I've used anything from 18,000 to 30,000 in many of my speeches. There's a very fragmented industry, and there just aren't an awful lot of those that are over $25 million in revenue.

Douglas K. Howell
CFO, Arthur J. Gallagher

We're very good at attracting those people that have entrepreneurial firms, $3 million to $5 million in revenue, have a solid margin on those, have no expectation of nine to 10 times. Frankly, as Doug said, it's not just all about the money. Yes, we have to be competitive. Six to seven times EBITDA is probably right in the wheelhouse. Really, it's about the capabilities and the culture. People are choosing to join us. They have lots of choices, and in the end, they're choosing to join Gallagher because of what we're building. We're excited about that, and we're very happy to have people with $3 million to $5 million in revenue join the company.

Kai Pan
Analyst, Morgan Stanley

On the larger scale side, do you see sort of more consolidation happening in this space?

Douglas K. Howell
CFO, Arthur J. Gallagher

I think you're going to see consolidation happening just like it has for the last decade, Kai.

Kai Pan
Analyst, Morgan Stanley

All right. Thank you. Thank you very much.

Douglas K. Howell
CFO, Arthur J. Gallagher

Thank you.

Operator

Thank you. Our next question comes from the line of Joshua Shanker with Deutsche Bank. Please proceed with your question.

Joshua Shanker
Analyst, Deutsche Bank

Yeah. A follow-up to each of Kai and Mike's questions. On Kai's question about the margin expansion, Doug, you said that you don't expect any more margin expansion from the roll-in or no margin for the rest of the year. I just want to be clear, that's just related to the roll-in. You still probably expect margin expansion as long as your growth remains consistent on the organic side?

Douglas K. Howell
CFO, Arthur J. Gallagher

Yeah. What I said was, is the roll-in acquisitions in the second quarter might contribute a quarter to a half a point of margin expansion. By that time, most of all of them will be in our books, so it won't have much impact for the roll-in going through the rest of the year. If we grow over 3%, we might see margin expansion at that level too, in this environment of wage inflation. You're hearing it right, that the roll-in of the deals, maybe another quarter to a half in the second quarter. After that, not much more because they're already in our books. Organic growth should drive margin expansion if it's above 3%.

Joshua Shanker
Analyst, Deutsche Bank

Okay, that's great. Regarding Mike's question, I'm wondering if you can give me a theory of everything on management and producers and whatnot. To what extent do you lose something when you lose managers of important businesses? To what extent do you gain someone when you pick up someone like Chily to run the business? What is the potential plight of producers? What is the potential gain of producers? What's the net sum on all these changes?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Josh, the theory of everything is this. We'll do extremely well when people join us, and we will take a hit when people leave us, and the size of that will depend on whether or not the folks that are with the company are excited to be here and stay, or whether they leave. To tell you the truth, the nice thing about Gallagher is, I think if you take a look at our turnover, if you make $100,000 at Gallagher, you don't leave. Our turnover is literally nil. We do a very good job of bringing people aboard, both by the merger and acquisition efforts, as well as just organic recruiting. Frankly, I look at where we are today, and I know you're referring to our London departures, we haven't lost $1 of revenue, not $1.

I think with Chily in the seat, the line of people that are looking to be hired by Gallagher has actually expanded substantially, and we feel really good about that. I think net net, in the end, we're going to be up nicely in revenue.

Joshua Shanker
Analyst, Deutsche Bank

Have you net gained or net lost producers, or really too early to say one way or the other?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Not one producer.

Joshua Shanker
Analyst, Deutsche Bank

Have you gained some?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yes. We're still looking at new hires as a great opportunity, not just in London, globally. Yeah, we're net up.

Joshua Shanker
Analyst, Deutsche Bank

Regarding Capsicum, are there any risks to having Chily Being dual added, or are there any hidden benefits to Gallagher in that?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

The benefit to Gallagher is outstanding. I just have to tell you, this guy is the real deal. Just attended our board meeting this week. Board is incredibly comfortable with Chily. I've known Chily for a long time, and to be on the same team is really exciting. He is a solid senior executive who has great experience in running public companies. He's a broker's broker, which I like, because we are a brokerage run by brokers, and we speak the same language. He's a very solid executive with a great reputation, and as I said, we've got a very long line of people that want to join us, so it's kind of exciting.

Joshua Shanker
Analyst, Deutsche Bank

Yeah. I'm sorry, I guess I misspoke. Is there any alignment with Capsicum in any way? Anything that you can gain from that relationship?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Well, we own 25% of it. We have about a 35% economic interest. Ultimately, Capsicum will be in one of those stories that will wow you guys in the future.

Joshua Shanker
Analyst, Deutsche Bank

Okay, great. Well, thank you very much. Good luck with everything.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Josh.

Operator

Thank you. Our next question comes from the line of Bob Glasspiegel with Janney Capital. Please proceed with your question.

Bob Glasspiegel
Analyst, Janney Capital

Good morning, Gallagher.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Good morning, Glasspiegel.

Bob Glasspiegel
Analyst, Janney Capital

I'm glad we're on a last name basis. That's great. Given your presence in U.K., I'm going to use you guys as my quasi-economists. We've had the euro and the pound go down in these currency wars, but in theory, it's going to cause a little bit more economic growth in the region. Of course, currency wars are a zero-sum game, but the outlook for European growth has expanded. The stock markets are up in those regions. Yeah, you got the currency hit there, but the offset is you may get a little bit faster economic growth in the region. Put your economist hat on and tell me what you're seeing in Europe and the U.K. economically.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

I think you hit it right on it, Bob. Our organic growth was strongest in the quarter outside the U.S. I think those economies have been sluggish for sure for the last number of years. I think the pound, dollar, euro change will spur some growth in those economies, and we'll be the beneficiary of that, especially with the moves we made last year on the retail side.

Bob Glasspiegel
Analyst, Janney Capital

It seems to me, devil's advocating that Doug's currency headwind needs to be offset by a little bit better growth underneath. We really shouldn't take $0.03 out of Q2 completely.

Douglas K. Howell
CFO, Arthur J. Gallagher

Well, I don't think it moves that fast, Bob.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah. Bob, if I were you, I'd use Doug's guidance.

Bob Glasspiegel
Analyst, Janney Capital

Right.

I know those will come out in the currency, and we'll see levelized currency from the revenues coming out a year ago, for sure. My point is that there is an offset if, in fact, you're getting more growth outside the U.S.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah, I hope so, Bob. I really do. From your lips to God's ears.

Bob Glasspiegel
Analyst, Janney Capital

Okay. The other thing is the CIAB numbers, I guess down 2%, you'd quarrel with that sort of with your flattish commentary, or is -2% sort of consistent with flattish?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

No, I think -2%. Here's what I've been saying for the last number of quarters. You and I have witnessed real cyclicality. Go back to the 1970s, the 1980s, early 2000s. That's real cyclicality. Everybody's worried about the rate of increase decreasing. I'm saying, guys, if it's 1% to 2% up or 1% to 3% down, in my history, in my experience, that's not a cycle. That's flat. In our book of business for the quarter, rates and exposures essentially produced no increase nor any decrease. I don't quibble with the CIAB. I think they're accurate. Remember, that's anecdotal as well. I think that basically, we're in a flat, rational environment. There still is no investment return for these guys. I've said this many times.

It's the first time in my career when I meet with CEOs of major insurance companies, and they tell me what's going on in the field, and they're right. There's much better information. I think they're just more disciplined. It's a rational market, which is fantastic.

Bob Glasspiegel
Analyst, Janney Capital

Pat, that's my market. That's my crystal ball as well. I hope we're both right.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Me too.

Bob Glasspiegel
Analyst, Janney Capital

Thank you.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Bob.

Operator

Thank you. Our next question comes from the line of Paul Newsome with Sandler O'Neill. Please proceed with your question.

Paul Newsome
Analyst, Sandler O'Neill

Good morning, Congratulations on the quarter.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thank you, Paul.

Paul Newsome
Analyst, Sandler O'Neill

I was hoping you could talk a little bit about the competitive environment within the brokerage business itself. It looks like you're gaining a little bit of market share relative to your peers. Maybe you could talk about where you think that market share is coming from in general.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah, I'd be glad to talk about that. In fact, we know for a fact now, we're getting better and better at knowing our data and being able to study what's going on in our book of business. We know that over 90% of the time when we go into competition, we're competing with somebody that's smaller than we are. When you look at share, I don't want you thinking Marsh, Aon, Willis, Brown, and we're battling it out on every account. That's just not the way it is. The real marketplace is that fragmented marketplace, which is relationship-driven and is middle market driven. We do a very good job on risk management accounts. We love to pursue large accounts, but by and large, our people day in and day out are competing in the middle market. When they do that, they're competing with the local broker.

One of the reasons our acquisition pipeline is so robust, and one of the reasons we're closing as many deals as we are, is because people really like to see the capabilities. When I started in 1974, we fought above our weight class every single day. Today, we can go out to any account of any size, anywhere on the globe, and tell them we can be helpful. Our brand is getting stronger. People are beginning to know more about Gallagher. Frankly, we put a lot of boots on the ground, and we're an aggressive cold calling company. We're out there every day pounding the street, trying to get new business. When we don't write an account, it is frankly because we can't break the relationship.

I look forward to a future time when those relationships, you can hold on to your best friend from high school for a while, but ultimately, my capabilities are going to push you.

Paul Newsome
Analyst, Sandler O'Neill

That's true. My best friend doesn't even talk to me anymore. Thank you. Appreciate it.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Paul.

Operator

Thank you. Our next question comes from the line of Mark Hughes with SunTrust. Please proceed with your question.

Mark Hughes
Analyst, SunTrust

Thank you. Good morning.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Good morning.

Mark Hughes
Analyst, SunTrust

Can you give us general thoughts on contingents and supplementals, how you think those will be shaping up as we get through 2015? If pricing is a little more flat to down, underwriting results flat to down, how do you think that'll show up on your revenue line?

Douglas K. Howell
CFO, Arthur J. Gallagher

Well, for the rest of the year, we see that if you take the two numbers, add them together, last year, we see them being up organically this year still. I think that the carriers, and Pat can talk about his conversations with the carriers, too, but the carriers recognize the value we bring in the distribution. I think they see themselves seeing that the supplementals and contingents help align our interests with our customers' interests and with the carriers' interests, they tend to like them. We're starting to see that we're having professional conversations about which pieces help move both of our interests forward as we grow together. They like it. I think our relationship with the carriers is pretty damn good, frankly.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah, Mark, I would say that having gone through the Eliot Spitzer era and all the controversy around contingents and supplementals and what have you, and going through the rounds of negotiations, it's very stable right now. I think the carriers are at a point where they've got programs that they believe are driving good results for them, and it's a very stable thing. We're not having a lot of conversations about should it change next year? How much should it change up or down? There are those carriers that solidly believe that they just want to stick with contingents, and that's fine with us. There's others that understand that supplementals drive the bus as well. I would agree with Doug. I think supplementals and contingents will follow our organic growth.

Mark Hughes
Analyst, SunTrust

If we see underwriting results under a little more pressure, we wouldn't necessarily assume that'll have an impact on your contingents or supplemental?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

No, I think if the underwriting results do deteriorate, you will see in the contingent line. If you look at the table on page two, I think it is, the contingent line will come under pressure.

Mark Hughes
Analyst, SunTrust

Okay.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

There's still pricing power out there, though, Mark. We believe that the carriers still have the ability to price for. There's room. If they're starting to have lines that are suffering, there's room to price those lines up to get their profits back into the right spot.

Mark Hughes
Analyst, SunTrust

In the risk management business, do you have a view on workers' comp claims, whether frequency is up, down, sideways?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah.

Mark Hughes
Analyst, SunTrust

I know you're taking share, your clients are adding payroll, that may be influencing your-

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Absolutely

Mark Hughes
Analyst, SunTrust

Your frequency. Aside from that?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

No, absolutely. You hit it right on. The Gallagher Bassett's up 4.8% in workers' compensation claims this year from existing clients. That's a definite proxy for the economy. That's because there's more employees in place.

Mark Hughes
Analyst, SunTrust

Thank you very much.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

The world is getting to be a safer place. That is what Gallagher Bassett helps our clients do. Just the growth in the economy also fuels more claims. As the economy grows, it should offset our customers getting safer.

Mark Hughes
Analyst, SunTrust

Right. Thank you.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thank you.

Operator

Thank you. Our next question comes from the line of Adam Klauber with William Blair & Company. Please proceed with your question.

Adam Klauber
Analyst, William Blair & Company

Good morning, guys. Couple different questions.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Morning, Adam.

Adam Klauber
Analyst, William Blair & Company

How's RPS doing? Was organic at RPS in line with the brokerage better or worse?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

It was a little better.

Adam Klauber
Analyst, William Blair & Company

Okay. How would you say submissions are now compared to a year ago at RPS?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

They're up, just up slightly, single digits.

Adam Klauber
Analyst, William Blair & Company

Single digits. Okay, thanks. Then as far as the benefits business, again, the same. Is that doing, would you say, better or worse than average on the organic side?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Better than its P&C relative. The benefits space is a great space for us right now, Adam. You've got the Affordable Care Act and compliance issues. Employers now are seeing growth in their business, so payrolls and HR, it's huge issues. We're not just doing health and welfare anymore. We're helping our clients with everything from what position they're going to take in terms of their HR, whether it be compensation, whether it be wellness, whether it be health and welfare, how do you communicate that? All of that works together. Frankly, the small broker in the health space is dead. They just haven't laid down yet.

Adam Klauber
Analyst, William Blair & Company

Great. As far as exchange, do you think you have more business this year than last year?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

By a factor of a lot.

Adam Klauber
Analyst, William Blair & Company

Okay. Those are all my questions. Thank you.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Adam.

Douglas K. Howell
CFO, Arthur J. Gallagher

Thanks, Adam.

Operator

Thank you. Our next question comes from the line of Brian DeRubbio with Tiburon Capital. Please proceed with your question.

Brian DeRubbio
Analyst, Tiburon Capital

Morning, gentlemen.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Morning, Brian.

Brian DeRubbio
Analyst, Tiburon Capital

Just a conceptual question, probably more for you, Doug. As you guys are thinking about more or two more international acquisitions, does it make more sense to use your cash that's located overseas or to start issuing debt overseas, especially what the European bond markets are doing right now in terms of yields?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

I think first is use the cash that's created by the indigenous operations there. It's always better to keep it there and reinvestment, and that actually works great. Remember, if we do bring it back, we are in a fortunate position that even if we brought it back to higher tax jurisdictions, our tax credits will shelter that. We do have the flexibility of moving currency around the globe and not have it to have a damning effect on our taxes. That's one thing. Looking at debt internationally, yeah, I think there's some opportunities there. There are some issues about doing that. There needs to be enough of a sizable offering there to attract attention, it's certainly something that's on our radar screen to see. As we look forward, maybe that's the spot to do the debt. You're thinking about it the right way.

Brian DeRubbio
Analyst, Tiburon Capital

Got you. Just, Pat, for you. At what point do rates have to start coming down before your clients start pushing you to change carriers? Down 1%, I guess most people won't change because of convenience factors. Do rates have to start coming down 5% plus for that to start occurring in the market?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah, I think what's interesting, of course, you have to be competing on price. People say, "What do you compete on?" Price is a very big part of it. If there was a carrier that wanted to break for market share and was willing to be 7-10 off, I think, Brian, not five, but 7-10 off, that could cause some consternation in the market and could cause some movement. They would, in fact, pick up share doing that. That's why it's interesting to me to see this rational behavior in terms of the competitive landscape. I've never really lived with this before. It's always been one way or the other. Either you've got rates coming down substantially and you're shopping everything, or rates are going up and you're scrambling to get the coverage you want. I think there's a sea change here.

It's been probably four years now of relatively rational behavior by underwriters, I think it's very similar to what we saw with the benefits business in the 1970s going into the 1980s. The cycle came out because people began to understand that the inflation behind what was going on with medical care would not allow you just to compete on price. I think people see that. We do have claim inflation in the marketplace. There's tort inflation. There's not a lot of good rates of return in the bond market, they got to make their money underwriting. They're much better equipped at this point, this time in my career, with information than I've ever seen.

When I talk to CEOs of insurance companies, they know by line, by geography, where they're making money, where they're not making money, and they're holding those offices and those underwriters accountable for underwriting profit. I think that's a great place to be.

Brian DeRubbio
Analyst, Tiburon Capital

Gotcha. Great, guys. Thanks for the comments.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Brian.

Operator

Thank you. Our next question comes from the line of Meyer Shields with KBW. Please proceed with your question.

Meyer Shields
Analyst, KBW

Thanks so much. Good morning.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Morning, Meyer.

Meyer Shields
Analyst, KBW

One question. We haven't talked about this in a while. Heath Lambert had some sort of Western Europe aspirations. Can you talk about what you're doing outside of the U.K. and Europe?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah. In fact, I'll be meeting with them next week. We have what we refer to, our branded network is called the Gallagher Global Network. That's how we're trading in Europe, through affiliates that are independently owned agencies that are vetted by us and contracted by us to help our clients. We mutually share the work on clients that they have in locations where they don't have operations, and we do the same. Right now in Western Europe, we have nothing in the pipeline to move in that direction.

Meyer Shields
Analyst, KBW

Okay, thank you. A question for Doug. I'm just trying to get this straight. You talked about getting, I don't know, about half of the margin expansion from headcount controls internally. Does that change the bogey from 3% organic growth to translate into margin expansion, or is that sort of assumed in there?

Douglas K. Howell
CFO, Arthur J. Gallagher

That's assumed in there. The fact is, as we get better at what we do, we have the opportunity to become more efficient, more productive, and still raise our quality. There's just. Those that stay deserve raises. Those that we don't rehire, we consolidate the jobs. That's baked in there. Headcount controls are something that's baked into my assumption that you still got to have headcount controls even when you have 4% organic growth, too.

Meyer Shields
Analyst, KBW

Okay. Finally, given the London market presence, is there any impact on margins from foreign exchange changes?

Douglas K. Howell
CFO, Arthur J. Gallagher

Yeah. Just the math would show that it could cause some margin contraction. Just by the way you do the math. We actually have a nice book of dollar-denominated revenues because of our specialty business in London. That kind of helps a little bit with the pound. It's not so big. We don't have that kind of dollar-denominated revenues in Canada, Australia, and New Zealand there. It does have a little impact on margin, but not that much, just by the pure math.

Meyer Shields
Analyst, KBW

Okay, the little impact is, it sounds like you're saying it's adverse on a net basis.

Douglas K. Howell
CFO, Arthur J. Gallagher

Correct.

Meyer Shields
Analyst, KBW

Okay, great. Thanks so much.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks.

Douglas K. Howell
CFO, Arthur J. Gallagher

Thanks, Meyer.

Operator

Thank you. Our next question comes from the line of Gregory Peters with Raymond James. Please proceed with your question.

Gregory Peters
Analyst, Raymond James

Good morning, Pat and Doug. Congratulations on the quarter.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Greg.

Gregory Peters
Analyst, Raymond James

Hey, from a big picture perspective, it seems like technology and analytics are playing an increasingly important role in revenue production. I was wondering how you measure the adequacy of your continuing investment in this area in the context of the margin improvement you've laid out for the balance of the year.

Douglas K. Howell
CFO, Arthur J. Gallagher

We're getting good technology improvement lift. As you know, we're still investing in Gallagher Bassett. Our analytics workbench there is probably the best in the business right now, beyond a doubt. It's bringing great value to our customers, we're getting value from that. Some of the technology investments we're making are table stakes. We're doing that, when you look over in the brokerage segment, our ability to capture all the premium that we place around the globe so that we can sit down and have valuable, productive conversations with our carriers is delivering value, too. In terms of measuring our technology investment, some of it's just to stay competitive in the business, and some of it's to generate revenue.

We think that what we're doing both in the Gallagher Bassett analytic workbench and on the brokerage side with our SmartMarket, our advantage products, which are data products, we think we're doing a good job on that. It's leading to some nice revenue opportunities for us.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Yeah, I would agree. I think when you look at this, Greg, the payback that we've gotten on technology investments, it's pretty hard to put your finger right on it. Putting salesforce.com in place, having the technical capabilities now to have all of our U.S. operations on the PC side on one agency system. We've been in basically one agency system on the benefit side for years, giving us tremendous abilities to use a data warehouse. We now know more about our book of business every single day than we did years ago, and it's incredibly helpful in terms of being able to compete.

When I go see a contracting risk, I can tell them exactly how many dollars of premium we have in the contracting space, I can tell them how many accounts, where they are, what size they are, why they should trade with us, I can translate that to what that means to the insurance carriers that we're placing that business with, it gives our producers a real leg up.

Gregory Peters
Analyst, Raymond James

From a budgeting perspective, do you measure your investment as a percentage of revenue, and is it done by segment? Would you say that that's increasing trend-wise?

Douglas K. Howell
CFO, Arthur J. Gallagher

It's about stable as a percentage of revenues. I don't have that committed to memory, but it's about stable. We're not seeing it increasing. Our revenue growth, one of the advantages of getting scale, it allows us to continue to reinvest in the technology space with more scale. Our efforts are to remove the duplicity that comes with putting together a lot of agencies together. Take that spend that they were spending individually, aggregate, and reinvest it in tools, technology tools that help us sell more and help our clients do better with managing their risk. That is the advantage of scale. There's no question about that our offshore centers of excellence in India benefit from the scale. As we bring new, smaller tuck-in agencies onto our platform, we harvest that spend and reinvestment. There are advantages to scale, Greg. There's no question about that.

Gregory Peters
Analyst, Raymond James

On the offshore centers of excellence, have we pretty much harvested all that can be done out there?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

No.

Gregory Peters
Analyst, Raymond James

Do you see further opportunity?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Oh, I see huge opportunities. I believe 20%-25% of our employees ultimately will be in those centers, whether they're in India, whether they're in the Philippines, or they're here in the U.S. or wherever we put them. I think the service centers that we're creating will continue to be tremendously additive to two things, both first our margin, but most importantly to our quality. We'll issue over 1 million certificates of insurance out of India this year. We know for a fact, we can go in and look at this, we do that at 99% accuracy. When I was addressing a group of independent agents and brokers just last week, I asked them how many of them had any clue what their level of quality was on the certificates they put out. There's not one of them that even knows how to measure it.

That, I believe, is sellable in the marketplace. When I can go into a client and say, "Look, here's the facts. Your certificates are going to go out at 99% accuracy. Do you care about that?" Well, yeah, you do care about that because that's what you're relating to your vendors and your clients what your coverage is. It better be accurate. There's tons of opportunities.

Gregory Peters
Analyst, Raymond James

Right. Thank you very much for your answers.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Greg.

Douglas K. Howell
CFO, Arthur J. Gallagher

Thanks, Greg.

Operator

Thank you. Our next question comes from the line of Charles Sebaski with BMO Capital Markets. Please proceed with your question.

Charles Sebaski
Analyst, BMO Capital Markets

Good morning.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Morning, Charles.

Charles Sebaski
Analyst, BMO Capital Markets

First question, Pat, you were talking about before, the rating and the sort of the dynamic of what's going on in the rational pricing. I guess I'm curious on your take on how much of that is the information the carriers have versus the low interest rates. I guess what I'm trying to get to is, do you think this rationalization, when rates normalize, that the information will still be there, but the need on underwriting return will be less?

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Well, now that's a great question, Charles, I have to be honest with you, I don't know. We're going to find that out, aren't we? I think that certainly interest rates have played a large part in the rational approach. I will also say, I think there's three other factors that have added to this. Number one, I think you've got senior management and senior leaders that clearly have better information and a much stronger understanding of their role is to generate returns year in and year out. They can get their hands around what's going on in the field like they never could before. The other thing is I do believe that Sarbanes-Oxley is having an impact. I'll use this as a generalization.

In my past years, if a carrier could post a 93 combined, I won't ever mention any names, they'd post 99, they'd put the rest away as kind of nuts for the winter. You can't do that anymore. Boards are all over reserves. You guys are very good in the analytical world of looking at reserve redundancies or reserve shortfalls, and I think that people have to play it as it actually comes out of the box. If you've got an 89 combined, you're going to have to tell the world you had an 89. Yes, I think you're right. If interest rates go up, it will create, I believe, some enticement for underwriters to understand that they can do better on the investment side.

That may soften the market, at the same time, I just see a higher level of professionalism in the CEO suite and much better information.

Douglas K. Howell
CFO, Arthur J. Gallagher

Yeah, I think, Charles, too, you also have the dynamic of frequency reverts more to the historical norm. Some of the pricing advantages that carriers have been having or result advantages has been from lower frequency on the actuarial picks than expected. Even if you've got a tick up in interest rates a little bit and frequency reverts more to where it was during a more active period in our economy, those could have a mid offsetting effect to one another. You can't look just at interest rates. The great thing about it is with the data that the carriers have, with the sophistication, they will be able to adjust that as it comes along. When frequency goes up, they'll bake that into pricing. When interest rates go up, they'll bake that into the pricing. When severity changes, they can bake it.

I just don't see them subsidizing. They're not going to have a lot of lines that they consider to be loss leaders. I just don't see that working well. They're either going to make money in that line or they're not going to write it. That is a different environment too.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

I think Doug hits on it. What we're seeing now is really cycles within the cycle, right? We know that large property accounts were soft last year, 2014. We expect continued softening in 2015. Our RPS unit, as it comes around to July 1st, is going to see serious competition for catastrophe property globally. We're not seeing that in workers' compensation. You're not going to see that on regular property accounts through Oklahoma. I think Doug's point is a good one. Line by line, geography by geography, they're underwriting. They're really truly underwriting.

Charles Sebaski
Analyst, BMO Capital Markets

Okay. Can I ask you about your guys' plan in more of internationally, what does Gallagher look like in two or three years? I guess it seems like the international expansion has kind of picked up last year. I'm wondering if there's going to be a larger press for South America, Latin America, other emerging market type companies, and what your presence might be like two, three years down the road.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Well, that's a good question. First of all, we've always coveted the world. We've been very opportunistic. We've been in Australia for 15 plus years with Gallagher Bassett and with some smaller acquisitions on the brokerage side. The moves that we made last year, I think were seminal moves for the company. I compare that to strategically going public in 1984. You're going to see us do a tremendous number of bolt-ons. We're going to be able to do what we've done in the U.S. now in Australia, to some degree in New Zealand, clearly in the U.K., and very clearly in Canada. We've got those pipelines building, and we've actually done some of those deals. You're going to see us bolting on in those places where we've created a platform. We are active in Latin America. We like emerging markets.

We took a 21% stake in our Mexican partner three, four years ago. We've invested in smaller firms in Chile and Peru. Singapore has been active for us now for almost 15 years. We did a small partnership with one of the largest brokers in China. I think you'll see us continue to take toeholds in locations where we're not and bolt on in locations where we have a platform.

Charles Sebaski
Analyst, BMO Capital Markets

Finally, for Doug, I guess I have a question about the margin expansion and the roll-in. You said that the next couple of quarters, there might be 25 or 50 basis points of margin expansion from the new business roll-in. I guess my question is that just due to those new businesses being higher margin and whether there's any margin to be had from those new businesses from synergy costs, cost containment, outside of just the natural higher margin that those businesses were doing, and how that would work for the next four quarters, five quarters, give or take?

Douglas K. Howell
CFO, Arthur J. Gallagher

All right. Sure. Just for semantic purposes, let's not refer to our M&A as new business because that might confuse somebody as that's new organic business. Just for our M&A rollover, you heard me right that there's probably a quarter to 50 basis points in the second quarter. I don't know if there's much more in the third and fourth quarter from the roll-in of those slightly higher margined businesses that we bought. That's the large deal roll-in effect of that. Going forward, there are opportunities for synergies that can result from those as we fully integrate those operations. That could produce some further margin expansion as you get to 2016.

Let's get integration done first, then I'll make sure that we're delivering a unified brand, a unified IT system, a unified telephone system, marketing together, then we'll go to that next step, to see whether that synergy will naturally fall out for that.

Charles Sebaski
Analyst, BMO Capital Markets

I appreciate all the answers.

Douglas K. Howell
CFO, Arthur J. Gallagher

All right. Thanks, Charles.

Operator

Thank you. Ladies and gentlemen, as a reminder, it is star one to ask a question. Our next question is a follow-up from the line of Adam Klauber with William Blair & Company. Please proceed with your question.

Adam Klauber
Analyst, William Blair & Company

Thanks. The clean energy, Doug, I think you said it's running around how you thought. Could you add some color? It's tough for us to get visibility and do you still think that business could be up materially this year compared to last year?

Douglas K. Howell
CFO, Arthur J. Gallagher

I've never said that it's going to be up materially this year. I said that this year is a platform year for a step up in 2016.

Adam Klauber
Analyst, William Blair & Company

Okay.

Douglas K. Howell
CFO, Arthur J. Gallagher

In the past, this is a flat year, but I do believe there's upside next year. We are having tremendous appetite for our remaining plants. Remember our desire is to own a portfolio of plants. You're going to always have some that start up, some that shut down for production reasons, for appetite for clean coal. We see that the appetite for further plant installation as being very strong at this time. This is a platform year relative to 2014, but in 2016, we see another step up in that.

Adam Klauber
Analyst, William Blair & Company

Okay. As far as interest and banking costs, should we think about the rest of the year similar to what we saw for this quarter?

Douglas K. Howell
CFO, Arthur J. Gallagher

Yes.

Adam Klauber
Analyst, William Blair & Company

Okay.

Douglas K. Howell
CFO, Arthur J. Gallagher

Yeah, we provide the guidance back on page 15, I think, of the supplement. We feel comfortable with the ranges that we provided on that supplement there. If you use that, you'll get pretty close to our interest and banking costs as well as the other corporate lines.

Adam Klauber
Analyst, William Blair & Company

Okay, finally, as far as share count, none, acquisitions, what should that do?

Douglas K. Howell
CFO, Arthur J. Gallagher

Typically, what we have is about a million and a half shares that between basic and fully diluted related to our options and our restricted stock, et cetera, that go out, which would be the employee compensation matters on. I see that somewhere in the 1.6 million-1.7 million range, just constantly at that level.

Adam Klauber
Analyst, William Blair & Company

Sorry, is that per quarter or for the year?

Douglas K. Howell
CFO, Arthur J. Gallagher

That's just for the year.

Adam Klauber
Analyst, William Blair & Company

The year. Okay.

Douglas K. Howell
CFO, Arthur J. Gallagher

The big thing is our basic plus-- If you just take basic and add about $1.6 million to it, you get to the fully diluted.

Adam Klauber
Analyst, William Blair & Company

Great. Okay.

Douglas K. Howell
CFO, Arthur J. Gallagher

In any combination.

Adam Klauber
Analyst, William Blair & Company

Thanks a lot. Yep. Thanks a lot, guys.

Douglas K. Howell
CFO, Arthur J. Gallagher

Thanks, Adam.

Operator

Thank you. Gentlemen, our last question comes from the line of Kai Pan with Morgan Stanley. Please proceed with your question.

Kai Pan
Analyst, Morgan Stanley

Thank you for taking the follow-up. Doug, you mentioned you issue 1 million share in first quarter, expecting $3 million-$4 million in second quarter. Just curious, is that because you see some large deal in the pipeline would need some larger allocation of the stock component?

Douglas K. Howell
CFO, Arthur J. Gallagher

It's actually, we've got a couple tax-free exchanges that are lined up during that quarter. Remember, we use stock in a tax-free exchange, and frankly, there's a lot of our partners right now that want the stock, future partner that want the stock.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Which we like

Douglas K. Howell
CFO, Arthur J. Gallagher

That's the real reason there.

Kai Pan
Analyst, Morgan Stanley

Okay. It's not specifically allocated for some potential large deals?

Douglas K. Howell
CFO, Arthur J. Gallagher

That's right.

Kai Pan
Analyst, Morgan Stanley

Okay. Thank you very much.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Thanks, Kai. I think that's all our questions, Melissa, is that correct?

Operator

Yes, it is, sir.

J. Patrick Gallagher
Chairman, President, and CEO, Arthur J. Gallagher

Okay, just one quick comment. Thank you again, everyone, for being with us this morning. We really appreciate it. As I said at the beginning, I'm incredibly pleased with our start to 2015 and look forward to continuing to execute. I think we've got good momentum and hope to have a solid 2015. Thank you for being with us this morning.

Operator

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