Skip to main content

BROWN & BROWN, INC.

For the period ended Sep 30, 2026. Filed Oct 26, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 26, 2026

BRO$72.12-3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-27.

0001193125-26-318251

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-26.

0001193125-26-432146

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 154 previous paragraphs and 150 current paragraphs.

86 unchanged; 57 reworded; 6 added; 11 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the nine months ended September 30, 2026 and 2025, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the nine months ended September 30, 2026 and 2025, including by segment, are as follows:

Current report

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the nine months ended September 30, 2025 and 2024, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the nine months ended September 30, 2025 and 2024, including by segment, are as follows:

Current report

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the nine months ended September 30, 2026, including by segment, is as follows:

Current report

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the nine months ended September 30, 2025, including by segment, is as follows:

Current report

During the three months ended September 30, 2026, the Company made a $3 million scheduled principal payment on the five-year term loan under the Third Amended and Restated Credit Agreement.
Removed paragraphs (11)

Previous report

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the six months ended June 30, 2026 and 2025, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the six months ended June 30, 2026 and 2025, including by segment, are as follows:

Previous report

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measure, for the six months ended June 30, 2025 and 2024, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the six months ended June 30, 2025 and 2024, including by segment, are as follows:

Previous report

(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.

Previous report

(2) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.

Previous report

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the six months ended June 30, 2026, including by segment, is as follows:

Previous report

(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.

Previous report

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the six months ended June 30, 2025, including by segment, is as follows:

Previous report

(2) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.
Reworded paragraphs (57)

Previous wording

We also earn Contingents, which are commissions based primarily on underwriting results, but in select situations may reflect additional considerations for volume, growth and/or retention. These commissions, which are included in our commissions and fees in the Consolidated Statements of Income, are estimated and accrued throughout the year based on actual premiums written and knowledge, to the extent it is available, of losses incurred. Payments are primarily received in the first and second quarters of each subsequent underwriting year, based upon prior year(s) underwriting results, but may differ from the amount estimated and accrued due to the lack of complete visibility regarding loss information until they are received. Over the last three years, Contingents have averaged approximately 4.4% of total commissions and fee revenues.

Current wording

We also earn Contingents, which are commissions based primarily on underwriting results, but in select situations may reflect additional considerations for volume, growth and/or retention. These commissions, which are included in our commissions and fees in the Condensed Consolidated Statements of Income, are estimated and accrued throughout the year based on actual premiums written and knowledge, to the extent it is available, of losses incurred. Payments are primarily received in the first and second quarters of each subsequent underwriting year, based upon prior year(s) underwriting results, but may differ from the amount estimated and accrued due to the lack of complete visibility regarding loss information until they are received. Over the last three years, Contingents have averaged approximately 4.4% of total commissions and fee revenues.

Previous wording

For the three months ended June 30, 2026, our total commissions and fees growth rate was 32.4%. Our consolidated Organic Revenue decreased by 0.7% and our Organic Revenue with Contingents growth rate was 0.7%.

Current wording

For the three months ended September 30, 2026, our total commissions and fees growth rate was 9.7%. Our consolidated Organic Revenue increased by 1.2% and our Organic Revenue with Contingents growth rate was 1.5%.

Previous wording

Income before income taxes for the three months ended June 30, 2026 increased from the second quarter of 2025 by $72 million or 23.2%, driven by increased Contingents, leveraging our expense base, synergies realized from the acquisition of Accession, acquisitions completed in the past twelve months and the change in estimated acquisition earn-out payables. This growth was partially offset by Acquisition/Integration Costs.

Current wording

Income before income taxes for the three months ended September 30, 2026 increased from the third quarter of 2025 by $9 million or 2.9%, driven by increased Contingents, leveraging our expense base, synergies realized from the acquisition of Accession, acquisitions completed in the past twelve months and the change in mark-to-market of escrow liability. This growth was partially offset by the change in estimated acquisition earn-out payables.

Previous wording

Part of our business strategy is to attract high-quality insurance intermediaries and service organizations to join our operations. From 1993 through the second quarter of 2026, we acquired 732 insurance intermediary operations.

Current wording

Part of our business strategy is to attract high-quality insurance intermediaries and service organizations to join our operations. From 1993 through the third quarter of 2026, we acquired 736 insurance intermediary operations.

Previous wording

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Current wording

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

Previous wording

Commissions and fees, including Contingents and earned premiums, for the three months ended June 30, 2026 increased $405 million to $1,654 million, or 32.4%, over the same period in 2025. Core commissions and fees revenue for the second quarter of 2026 increased $365 million or 30.3%, composed of: (i) $393 million from acquisitions that had no comparable revenues in the same period of 2025; (ii) an increase from the impact of Foreign Currency Translation of $2 million and an offsetting decrease from (iii) $4 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months; (iv) $18 million related to the Litigation-Related Impact and (v) $8 million of net new and renewal business, which combined reflected an overall Organic Revenue decrease of 0.7%. Contingents for the second quarter of 2026 increased by $40 million, or 88.9%, compared to the same period in 2025. This increase was driven primarily by (i) improved underwriting results for our carrier partners, growth in premium volume and qualifying for certain Contingents that we did not qualify for in the prior year, (ii) recent acquisitions and (iii) our enhanced carrier engagement model. The Organic Revenue with Contingents growth rate was 0.7%.

Current wording

Commissions and fees, including Contingents and earned premiums, for the three months ended September 30, 2026 increased $150 million to $1,700 million, or 9.7%, over the same period in 2025. Core commissions and fees revenue for the third quarter of 2026 increased $143 million or 9.7%, composed of: (i) $17 million of net new and renewal business, which reflected an overall Organic Revenue growth rate of 1.2%; (ii) $156 million from acquisitions that had no comparable revenues in the same period of 2025 and an offsetting decrease from (iii) $13 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months; (iv) $16 million related to the Litigation-Related Impact and (v) a decrease from the impact of Foreign Currency Translation of $2 million. Contingents for the third quarter of 2026 increased by $7 million, or 9.6%, compared to the same period in 2025. This increase was driven primarily by (i) improved underwriting results for our carrier partners, (ii) growth in premium volume and qualifying for certain Contingents that we did not qualify for in the prior year, (iii) recent acquisitions and (iv) our enhanced carrier engagement model. The Organic Revenue with Contingents growth rate was 1.5%.

Previous wording

Commissions and fees, including Contingents and earned premiums, for the six months ended June 30, 2026, increased $900 million to $3,534 million, or 34.2%, over the same period in 2025. Core commissions and fees revenue for the six months ended June 30, 2026 increased $806 million or 31.7%, composed of: (i) $829 million from acquisitions that had no comparable revenues in the same period of 2025; (ii) an increase from the impact of Foreign Currency Translation of $20 million and an offsetting decrease from (iii) $8 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months; (iv) $28 million related to the Litigation-Related Impact and (v) $7 million of net new and renewal business, which combined reflected an overall Organic Revenue growth decrease of 0.3%. Contingents for the six months ended June 30, 2026 increased by $94 million, or 106.8%, compared to the same period in 2025. This increase was driven primarily by (i) improved underwriting results for our carrier partners, (ii) growth in premium volume and qualifying for certain Contingents that we did not qualify for in the prior year, (iii) recent acquisitions and (iv) our enhanced carrier engagement model. The Organic Revenue with Contingents growth rate was 1.6%.

Current wording

Commissions and fees, including Contingents and earned premiums, for the nine months ended September 30, 2026, increased $1,051 million to $5,234 million, or 25.1%, over the same period in 2025. Core commissions and fees revenue for the nine months ended September 30, 2026 increased $950 million or 23.6%, composed of: (i) $10 million of net new and renewal business, which reflected an overall Organic Revenue growth rate of 0.3%; (ii) $985 million from acquisitions that had no comparable revenues in the same period of 2025; (iii) an increase from the impact of Foreign Currency Translation of $19 million and an offsetting decrease from (iv) $20 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months and (v) $44 million related to the Litigation-Related Impact. Contingents for the nine months ended September 30, 2026 increased by $101 million, or 62.7%, compared to the same period in 2025. This increase was driven primarily by (i) improved underwriting results for our carrier partners, (ii) growth in premium volume and qualifying for certain Contingents that we did not qualify for in the prior year, (iii) recent acquisitions and (iv) our enhanced carrier engagement model. The Organic Revenue with Contingents growth rate was 1.5%.

Previous wording

Investment and other income for the three months ended June 30, 2026 decreased $14 million from the same period in 2025. Investment and other income for the six months ended June 30, 2026 decreased $12 million, from the same period in 2025. These decreases were driven substantially by $13 million of interest income generated by the proceeds of the Company's follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company's acquisition of Accession, and to a lesser extent lower average interest rates, each partially offset by acquisitions that had no comparable investment and other income in the same period of 2025.

Current wording

Investment and other income for the three months ended September 30, 2026 decreased $31 million from the same period in 2025. Investment and other income for the nine months ended September 30, 2026 decreased $44 million, from the same period in 2025. These decreases were driven substantially by $42 million of interest income generated by the proceeds of the Company's follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company's acquisition of Accession, and to a lesser extent lower average interest rates, each partially offset by acquisitions that had no comparable investment and other income in the same period of 2025.

Previous wording

Employee compensation and benefits expense as a percentage of total revenues was 50.0% for the three months ended June 30, 2026 as compared to 49.8% for the three months ended June 30, 2025, an increase of 30.9%, or $198 million. This increase included $203 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2025. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2026 and 2025 decreased by $5 million. This underlying employee compensation and benefits expense decrease was primarily related to: (i) lower non-cash stock-based compensation expense driven by the company's performance; (ii) a decrease in claims costs within our self-insured health plan; (iii) a decrease in commissions, base compensation and bonuses resulting from the Litigation-Related Impact; partially offset by (iv) an increase in staff costs attributable to new hires and annual compensation increases.

Current wording

Employee compensation and benefits expense as a percentage of total revenues was 49.7% for the three months ended September 30, 2026 as compared to 49.4% for the three months ended September 30, 2025, an increase of 8.1%, or $64 million. This increase included $78 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2025. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2026 and 2025 decreased by $14 million. This underlying employee compensation and benefits expense decrease was primarily related to: (i) lower non-cash stock-based compensation expense driven by the Company's performance; (ii) a decrease in claims costs within our self-insured health plan; (iii) a decrease in commissions, base compensation and bonuses resulting from the Litigation-Related Impact; (iv) the year-over-year decrease of approximately $18 million in the value of deferred compensation liabilities driven by changes in the market prices of our deferred compensation plan, with such amount substantially offset within other operating expenses as we hold assets to fund these liabilities; partially offset by (v) an increase in staff costs attributable to new hires and annual compensation increases.

Previous wording

Employee compensation and benefits expense as a percentage of total revenues was 48.8% for the six months ended June 30, 2026 as compared to 49.2% for the six months ended June 30, 2025, an increase of 31.9%, or $422 million. This increase included $444 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2025. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2026 and 2025 decreased by $22 million. This underlying employee compensation and benefits expense decrease was primarily related to: (i) lower non-cash stock-based compensation expense driven by the Company's performance; (ii) a decrease in claims costs within our self-insured health plan; (iii) a decrease in commissions, base compensation and bonuses resulting from the Litigation-Related Impact; partially offset by (iv) an increase in staff costs attributable to new hires and annual compensation increases.

Current wording

Employee compensation and benefits expense as a percentage of total revenues was 49.1% for the nine months ended September 30, 2026 as compared to 49.3% for the nine months ended September 30, 2025, an increase of 23.0%, or $486 million. This increase included $522 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2025. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2026 and 2025 decreased by $36 million. This underlying employee compensation and benefits expense decrease was primarily related to: (i) lower non-cash stock-based compensation expense driven by the Company's performance; (ii) a decrease in claims costs within our self-insured health plan; (iii) a decrease in commissions, base compensation and bonuses resulting from the Litigation-Related Impact (iv) the year-over-year decrease of approximately $8 million in the value of deferred compensation liabilities driven by changes in the market prices of our deferred compensation plan, with such amount substantially offset within other operating expenses as we hold assets to fund these liabilities; partially offset by (v) an increase in staff costs attributable to new hires and annual compensation increases.

Previous wording

Other operating expenses represented 16.2% of total revenues for the second quarter of 2026, as compared to 16.4% for the second quarter of 2025. Other operating expenses for the second quarter of 2026 increased $60 million, or 28.4%, from the same period of 2025. This change includes: (i) $72 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2025; and (ii) increased information technology-related costs.

Current wording

Other operating expenses represented 17.8% of total revenues for the third quarter of 2026, as compared to 17.2% for the third quarter of 2025. Other operating expenses for the third quarter of 2026 increased $31 million, or 11.2%, from the same period of 2025. This change includes: (i) $28 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2025; (ii) the year-over-year increase of approximately $18 million in the value of assets held to fund the associated liabilities within our deferred compensation plan, which was substantially offset within employee compensation and benefits, as noted above and (iii) increased information technology-related costs; partially offset by (iv) a decrease in Acquisition/Integration Costs.

Previous wording

Other operating expenses represented 15.7% of total revenues for the six months ended June 30, 2026, as compared to 14.8% for the six months ended June 30, 2025. Other operating expenses for the first six months of 2026 increased $162 million, or 40.7%, from the same period of 2025. This change includes: (i) $150 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2025; and (ii) increased information technology-related costs.

Current wording

Other operating expenses represented 16.3% of total revenues for the nine months ended September 30, 2026, as compared to 15.6% for the nine months ended September 30, 2025. Other operating expenses for the first nine months of 2026 increased $194 million, or 28.9%, from the same period of 2025. This change includes: (i) $173 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2025; (ii) the year-over-year increase of approximately $8 million in the value of assets held to fund the associated liabilities within our deferred compensation plan, which was substantially offset within employee compensation and benefits, as noted above and (iii) increased information technology-related costs.

Previous wording

Gain on disposal for the second quarter of 2026 decreased $1 million from the second quarter of 2025. Gain on disposal for the six months ended June 30, 2026 increased $1 million from the six months ended June 30, 2025. Although we do not routinely sell businesses or customer accounts, we periodically sell an office or a book of business (one or more customer accounts) that we believe does not produce reasonable margins or demonstrate a potential for adequate growth, or because doing so is in the Company’s best interest.

Current wording

Gain on disposal was zero for the third quarter of 2026 which was consistent with the third quarter of 2025. (Gain)/loss on disposal for the nine months ended September 30, 2026, increased $1 million from the nine months ended September 30, 2025. Although we do not routinely sell businesses or customer accounts, we periodically sell an office or a book of business (one or more customer accounts) that we believe does not produce reasonable margins or demonstrate a potential for adequate growth, or because doing so is in the Company’s best interest.

Previous wording

Amortization expense for the second quarter of 2026 increased $60 million, or 120.0%, compared to the second quarter of 2025. Amortization expense for the six months ended June 30, 2026 increased $123 million, or 119.4%, compared to the six months ended June 30, 2025. This change reflects the amortization of new intangibles from businesses acquired within the past twelve months, net of certain intangible assets becoming fully amortized or written off in the (Gain)/Loss on disposal.

Current wording

Amortization expense for the third quarter of 2026 increased $17 million, or 18.3%, compared to the third quarter of 2025. Amortization expense for the nine months ended September 30, 2026, increased $141 million, or 71.9%, compared to the nine months ended September 30, 2025. This change reflects the amortization of new intangibles from businesses acquired within the past twelve months, net of certain intangible assets becoming fully amortized or written off in the (Gain)/Loss on disposal.

Previous wording

Depreciation expense for the second quarter of 2026 increased $7 million, or 63.6%, compared to the second quarter of 2025. Depreciation expense for the six months ended June 30, 2026 increased $12 million, or 52.2%, compared to the six months ended June 30, 2025. Changes in depreciation expense reflect net additions of fixed assets resulting from businesses acquired in the past twelve months and the addition of fixed assets resulting from business initiatives, partially offset by the impact of fixed assets that became fully depreciated or written off in the gain or loss on disposal.

Current wording

Depreciation expense for the third quarter of 2026 increased $4 million, or 28.6%, compared to the third quarter of 2025. Depreciation expense for the nine months ended September 30, 2026 increased $16 million, or 43.2%, compared to the nine months ended September 30, 2025. Changes in depreciation expense reflect net additions of fixed assets resulting from businesses acquired in the past twelve months and the addition of fixed assets resulting from business initiatives, partially offset by the impact of fixed assets that became fully depreciated or written off in the gain or loss on disposal.

Previous wording

Interest expense for the second quarter of 2026 increased $49 million, or 96.1%, compared to the second quarter of 2025. Interest expense for the six months ended June 30, 2026 increased $103 million, or 107.3%, compared to the first six months of 2025. The increase is due to higher debt resulting from a debt issuance in the second quarter of 2025 to fund the Transaction, which was partially offset by decreases in the floating rate benchmark used on our adjustable-rate debt.

Current wording

Interest expense for the third quarter of 2026 was consistent with the third quarter of 2025. Interest expense for the nine months ended September 30, 2026 increased $102 million, or 51.8%, compared to the first nine months of 2025. The increase is due to higher debt resulting from a debt issuance in the second quarter of 2025 to fund the Transaction, which was partially offset by decreases in the floating rate benchmark used on our adjustable-rate debt.

Previous wording

For the three months and six months ended June 30, 2026, the fair value of estimated earn-out payables was re-evaluated and resulted in decreases of $44 million and $45 million, respectively, which resulted in credits to the Condensed Consolidated Statements of Income. These adjustments were primarily related to revised estimates for companies acquired in the Transaction.

Current wording

For the three months and nine months ended September 30, 2026, the fair value of estimated earn-out payables was re-evaluated and resulted in an increase of $23 million and a decrease of $22 million, respectively, which generated charges and credits, respectively, to the Condensed Consolidated Statements of Income. These adjustments were primarily related to revised estimates for companies acquired in the Transaction.

Previous wording

As of June 30, 2026, estimated acquisition earn-out payables totaled $310 million, of which $136 million was recorded as accounts payable and $174 million was recorded as other non-current liabilities.

Current wording

As of September 30, 2026, estimated acquisition earn-out payables totaled $326 million, of which $140 million was recorded as accounts payable and $186 million was recorded as other non-current liabilities.

Previous wording

The effective tax rate on income from operations for the three months ended June 30, 2026 and 2025 was 24.5% and 24.8%, respectively. The effective tax rate on income from operations for the six months ended June 30, 2026 and 2025 was 21.7% and 22.9%, respectively. The decrease for the six months ended June 30, 2026 was driven by the non-taxable treatment of the mark-to-market of escrow liability.

Current wording

The effective tax rate on income from operations for the three months ended September 30, 2026 and 2025 was 24.7% and 26.4%, respectively. The effective tax rate on income from operations for the nine months ended September 30, 2026 and 2025 was 22.5% and 23.9%, respectively. The decrease for the three and nine months ended September 30, 2026 was driven by the non-taxable treatment of the mark-to-market of escrow liability.

Previous wording

(1) Amount reflects the positive impact of approximately $13 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company’s acquisition of Accession.

Current wording

(3) Amount reflects the positive impact of approximately $29 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company’s acquisition of Accession.

Previous wording

(1) Amount reflects the positive impact of approximately $13 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company’s acquisition of Accession.

Current wording

(3) Amount reflects the positive impact of approximately $42 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company’s acquisition of Accession.

Previous wording

The Retail segment’s total revenues for the three months ended June 30, 2026 increased 35.9%, or $250 million, as compared to the same period in 2025, to $947 million. The $227 million increase in core commissions and fees revenue was driven by: (i) approximately $236 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; (ii) an increase of $10 million related to net new and renewal business; (iii) an increase from the impact of Foreign Currency Translation of $1 million; (iv) an offsetting decrease of $2 million related to commissions and fees recorded in 2025 from businesses since divested; and (v) an offsetting decrease of $18 million related to the Litigation-Related Impact. Contingents for the second quarter of 2026 increased $19 million to $26 million, as compared to the same period in 2025. This increase was due to acquisitions completed within the last twelve months and more favorable terms for certain carrier contracts resulting from our enhanced carrier engagement model. The Retail segment’s total commissions and fees increased by 35.4%. The Organic Revenue growth rate was 1.5% and the Organic Revenue with Contingents growth rate was 2.5% for the second quarter of 2026. The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth on renewals of existing customers. Growth for renewal business was moderated by slowing rate increases, rate decreases for certain lines of coverage, and a change to the revenue model for our specialty pharmacy consulting business.

Current wording

The Retail segment’s total revenues for the three months ended September 30, 2026 increased 10.8%, or $95 million, as compared to the same period in 2025, to $978 million. The $86 million increase in core commissions and fees revenue was driven by: (i) approximately $91 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; (ii) an increase of $21 million related to net new and renewal business; (iii) an offsetting decrease from the impact of Foreign Currency Translation of $1 million; (iv) an offsetting decrease of $10 million related to commissions and fees recorded in 2025 from businesses since divested; and (v) an offsetting decrease of $16 million related to the Litigation-Related Impact. Contingents for the third quarter of 2026 increased $6 million to $24 million, as compared to the same period in 2025. This increase was due to acquisitions completed within the last twelve months. The Retail segment’s total commissions and fees increased by 10.5%. The Organic Revenue growth rate was 2.6% and the Organic Revenue with Contingents growth rate was 2.5% for the third quarter of 2026. The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth on renewals of existing customers.

Previous wording

Income before income taxes for the six months ended June 30, 2026 increased 27.0%, or $111 million, as compared to the same period in 2025, to $522 million. The primary factors driving this increase were: (i) a decrease in intercompany interest expense; (ii) a decrease in estimated acquisition earn-out payables; and (iii) the profit associated with the net increase in revenue as described above, partially offset by (iv) an increase in amortization expense; and (v) Acquisition/Integration Costs.

Current wording

Income before income taxes for the three months ended September 30, 2026 decreased 10.4%, or $17 million, as compared to the same period in 2025, to $147 million. The primary factors driving this decrease were: (i) an increase in intercompany interest expense; (ii) an increase in estimated acquisition earn-out payables; (iii) Acquisition/Integration Costs; and (iv) an increase in depreciation expense; partially offset by (v) the profit associated with the net increase in revenue as described above.

Previous wording

EBITDAC - Adjusted for the three months ended June 30, 2026 increased 46.9%, or $90 million, as compared to the same period in 2025, to $282 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2026 increased to 29.8% from 27.5% in the same period in 2025. The change in EBITDAC Margin - Adjusted was primarily driven by: (i) increased Contingents; (ii) leveraging our expense base; and (iii) lower compensation as a result of employee departures associated with the Litigation-Related Impact.

Current wording

EBITDAC - Adjusted for the three months ended September 30, 2026 increased 11.3%, or $28 million, as compared to the same period in 2025, to $275 million. EBITDAC Margin - Adjusted for the three months ended September 30, 2026 increased to 28.1% from 28.0% in the same period in 2025. The change in EBITDAC Margin - Adjusted was primarily driven by: (i) acquisition synergy realization; and (ii) leveraging our expense base.

Previous wording

The Retail segment’s total revenues for the six months ended June 30, 2026 increased 34.4%, or $552 million, as compared to the same period in 2025, to $2,156 million. The $510 million increase in core commissions and fees revenue was driven by: (i) approximately $507 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; (ii) an increase of $19 million related to net new and renewal business; (iii) an increase from the impact of Foreign Currency Translation of $16 million; (iv) an offsetting decrease of $3 million related to commissions and fees recorded in 2025 from businesses since divested; and (v) an offsetting decrease of $28 million related to the Litigation-Related Impact. Contingents for the six months of 2026 increased 154.5%, or $34 million, as compared to the same period in 2025, to $56 million. This increase was due to acquisitions completed within the last twelve months and qualifying for Contingents this year that we did not qualify for in the prior year. The Retail segment’s total commissions and fees increased by 34.0%. The Organic Revenue growth rate was 1.2% and the Organic Revenue with Contingents growth rate was 1.9% for the first six months of 2026. The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth from renewals of existing customers. Growth for renewal business was moderated by slowing rate increases, rate decreases for certain lines of coverage, and a change to the revenue model in our specialty pharmacy consulting business.

Current wording

The Retail segment’s total revenues for the nine months ended September 30, 2026 increased 26.0%, or $647 million, as compared to the same period in 2025, to $3,134 million. The $596 million increase in core commissions and fees revenue was driven by: (i) approximately $597 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; (ii) an increase of $41 million related to net new and renewal business; (iii) an increase from the impact of Foreign Currency Translation of $16 million; (iv) an offsetting decrease of $12 million related to commissions and fees recorded in 2025 from businesses since divested; and (v) an offsetting decrease of $44 million related to the Litigation-Related Impact. Contingents for the nine months of 2026 increased 100.0%, or $40 million, as compared to the same period in 2025, to $80 million. This increase was due to acquisitions completed within the last twelve months and qualifying for Contingents this year that we did not qualify for in the prior year. The Retail segment’s total commissions and fees increased by 25.7%. The Organic Revenue growth rate was 1.7% and the Organic Revenue with Contingents growth rate was 2.1% for the first nine months of 2026. The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth from renewals of existing customers.

Previous wording

Income before income taxes for the three months ended June 30, 2026 increased 62.2%, or $79 million, as compared to the same period in 2025, to $206 million. The primary factors driving this increase were: (i) a decrease in intercompany interest expense; (ii) a decrease in estimated acquisition earn-out payables; and (iii) the profit associated with the net increase in revenue as described above, partially offset by (iv) an increase in amortization expense and (v) Acquisition/Integration Costs.

Current wording

Income before income taxes for the nine months ended September 30, 2026 increased 16.5%, or $95 million, as compared to the same period in 2025, to $670 million. The primary factors driving this increase were: (i) a decrease in estimated acquisition earn-out payables; and (ii) the profit associated with the net increase in revenue as described above, partially offset by (iii) an increase in depreciation expense; (iv) an increase in amortization expense; and (v) Acquisition/Integration Costs.

Previous wording

EBITDAC - Adjusted for the six months ended June 30, 2026 increased 34.9%, or $185 million, as compared to the same period in 2025, to $715 million. EBITDAC Margin - Adjusted for the six months ended June 30, 2026 increased to 33.2% from 33.0% in the same period in 2025. The increase in EBITDAC Margin - Adjusted was primarily driven by: (i) increased Contingents; (ii) leveraging our expense base; and (iii) lower compensation as a result of employee departures associated with the Litigation-Related Impact.

Current wording

EBITDAC - Adjusted for the nine months ended September 30, 2026 increased 27.7%, or $215 million, as compared to the same period in 2025, to $991 million. EBITDAC Margin - Adjusted for the nine months ended September 30, 2026 increased to 31.6% from 31.2% in the same period in 2025. The increase in EBITDAC Margin - Adjusted was primarily driven by: (i) increased Contingents; (ii) leveraging our expense base; and (iii) lower compensation as a result of employee departures associated with the Litigation-Related Impact.

Previous wording

The Specialty Distribution segment’s total revenues for the three months ended June 30, 2026 increased 28.1%, or $158 million, as compared to the same period in 2025, to $721 million. The $138 million increase in core commissions and fees revenue was driven by: (i) approximately $157 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; and (ii) an increase from the impact of Foreign Currency Translation of $1 million; partially offset by: (iii) a $18 million decrease in net new business, renewal business, and fee revenues; and (iv) a $2 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026. Contingents for the second quarter of 2026 increased approximately $21 million as compared to the second quarter of 2025. This increase is a result of acquisitions completed in the past twelve months and favorable loss ratios.

Current wording

The Specialty Distribution segment’s total revenues for the three months ended September 30, 2026 increased 8.5%, or $58 million, as compared to the same period in 2025, to $739 million. The $57 million increase in core commissions and fees revenue was driven by: (i) approximately $65 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; partially offset by: (ii) a $5 million decrease in net new business, renewal business, and fee revenues; and (iii) a $3 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026. Contingents for the third quarter of 2026 increased approximately $1 million as compared to the third quarter of 2025.

Previous wording

The Specialty Distribution segment’s total commissions and fees increased by 28.6%, with Organic Revenue decreasing 3.5% and Organic Revenue with Contingents decreasing 1.6% for the three months ended June 30, 2026. The Organic Revenue with Contingents decline was driven by: (i) increased Contingents; (ii) net new and retained business; and (iii) exposure unit expansion; which were more than offset by (iv) declining rates on catastrophe ("CAT") property.

Current wording

The Specialty Distribution segment’s total commissions and fees increased by 8.6%, with Organic Revenue decreasing 0.8% and Organic Revenue with Contingents increasing 0.3% for the three months ended September 30, 2026. The Organic Revenue with Contingents growth was driven by: (i) increased Contingents; (ii) net new and retained business; and (iii) exposure unit expansion; which were partially offset by (iv) declining rates on catastrophe ("CAT") property.

Previous wording

Income before income taxes for the three months ended June 30, 2026 increased 8.6%, or $20 million, as compared to the same period in 2025, to $253 million due to: (i) the growth of EBITDAC - Adjusted described below; (ii) a decrease in estimated acquisition earn-out payables; partially offset by: (iii) increased amortization expense; (iv) Acquisition/Integration Costs; and (v) increased depreciation expense.

Current wording

Income before income taxes for the three months ended September 30, 2026 decreased 4.7%, or $12 million, as compared to the same period in 2025, to $243 million due to: (i) increased amortization expense; (ii) an increase in estimated acquisition earn-out payables; (iii) Acquisition/Integration Costs; (iv) increased depreciation expense; and (v) increased intercompany interest expense; partially offset by (vi) the growth of EBITDAC - Adjusted described below.

Previous wording

EBITDAC - Adjusted for the three months ended June 30, 2026 increased 17.1%, or $45 million, from the same period in 2025, to $308 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2026 decreased to 42.7% from 46.7% in the same period in 2025. EBITDAC Margin - Adjusted decreased due to: (i) the decline in Organic Revenue; and (ii) investments to increase our capabilities in Europe; partially offset by: (iii) the increase in Contingents.

Current wording

EBITDAC - Adjusted for the three months ended September 30, 2026 increased 7.0%, or $21 million, from the same period in 2025, to $320 million. EBITDAC Margin - Adjusted for the three months ended September 30, 2026 decreased to 43.3% from 43.9% in the same period in 2025. EBITDAC Margin - Adjusted decreased due to: (i) the decline in Organic Revenue; and (ii) investments to increase our capabilities in Europe; partially offset by: (iii) the increase in Contingents.

Previous wording

The Specialty Distribution segment’s total revenues for the six months ended June 30, 2026 increased 33.6%, or $353 million, as compared to the same period in 2025, to $1,403 million. The $295 million increase in core commissions and fees revenue was driven by: (i) approximately $322 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; and (ii) an increase from the impact of Foreign Currency Translation of $4 million; partially offset by: (iii) a $26 million decrease in net new business, renewal business, and fee revenues; and (iv) a $5 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026. Contingents for the six months ended June 30, 2026 increased approximately $60 million, or by 90.9%, as compared to the same period in 2025. This increase is a result of favorable loss ratios and to a lesser extent acquisitions completed in the past twelve months.

Current wording

The Specialty Distribution segment’s total revenues for the nine months ended September 30, 2026 increased 23.7%, or $411 million, as compared to the same period in 2025, to $2,142 million. The $352 million increase in core commissions and fees revenue was driven by: (i) approximately $388 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025; and (ii) an increase from the impact of Foreign Currency Translation of $3 million; partially offset by: (iii) a $31 million decrease in net new business, renewal business, and fee revenues; and (iv) an $8 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026. Contingents for the nine months ended September 30, 2026 increased approximately $61 million, or by 50.4%, as compared to the same period in 2025. This increase is a result of favorable loss ratios and to a lesser extent acquisitions completed in the past twelve months.

Previous wording

The Specialty Distribution segment’s total commissions and fees increased by 34.3% with Organic Revenue decreasing 2.7% and Organic Revenue with Contingents increasing 1.2%, for the six months ended June 30, 2026. The Organic Revenue with Contingents growth was driven by: (i) increased Contingents; (ii) net new and retained business; and (iii) exposure unit expansion; which were partially offset by (iv) declining rates on CAT property.

Current wording

The Specialty Distribution segment’s total commissions and fees increased by 24.2% with Organic Revenue decreasing 2.0% and Organic Revenue with Contingents increasing 0.6%, for the nine months ended September 30, 2026. The Organic Revenue with Contingents growth was driven by: (i) increased Contingents; (ii) net new and retained business; and (iii) exposure unit expansion; which were partially offset by (iv) declining rates on CAT property.

Previous wording

Income before income taxes for the six months ended June 30, 2026 increased 18.8%, or $75 million to $474 million, from the same period in 2025. Income before income taxes increased due to: (i) the growth of EBITDAC - Adjusted described below; and (ii) a decrease in estimated acquisition earn-out payables; partially offset by: (iii) increased amortization expense; and (iv) Acquisition/Integration Costs.

Current wording

Income before income taxes for the nine months ended September 30, 2026 increased 9.6%, or $63 million to $717 million, from the same period in 2025. Income before income taxes increased due to: (i) the growth of EBITDAC - Adjusted described below; and (ii) a decrease in estimated acquisition earn-out payables; partially offset by: (iii) increased amortization expense; (iv) Acquisition/Integration Costs; and (v) increased depreciation expense.

Previous wording

EBITDAC - Adjusted for the six months ended June 30, 2026 increased 27.8%, or $128 million to $588 million, as compared to the same period in 2025. EBITDAC Margin - Adjusted for the six months ended June 30, 2026 decreased to 41.9% from 43.8% in the same period in 2025. EBITDAC Margin - Adjusted decreased due to: (i) the decline in Organic Revenue; partially offset by: (ii) the increase in Contingents; and (iii) disciplined expense management.

Current wording

EBITDAC - Adjusted for the nine months ended September 30, 2026 increased 19.6%, or $149 million to $908 million, as compared to the same period in 2025. EBITDAC Margin - Adjusted for the nine months ended September 30, 2026 decreased to 42.4% from 43.8% in the same period in 2025. EBITDAC Margin - Adjusted decreased due to: (i) the decline in Organic Revenue; and (ii) investments to increase our capabilities in Europe; partially offset by: (iii) the increase in Contingents; and (iv) disciplined expense management.

Previous wording

As discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, the “Other” line items in the Segment Information table includes any revenue and expenses not allocated to reportable segments, and corporate-related items, including the intercompany interest expense charges to reporting segments.

Current wording

As discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, the “Other” line items in the Segment Information table include any revenue and expenses not allocated to reportable segments, and corporate-related items, including the intercompany interest expense charges to reporting segments.

Previous wording

Cash and cash equivalents totaled $918 million at June 30, 2026 reflecting a decrease of $161 million from the $1,079 million balance at December 31, 2025. This decrease was primarily driven by share repurchases and deferred contingent consideration payments, partially offset by cash generated from operations.

Current wording

Cash and cash equivalents totaled $1,099 million at September 30, 2026 reflecting an increase of $20 million from the $1,079 million balance at December 31, 2025. This increase was primarily driven by previously acquired businesses.

Previous wording

Our operating cash flows are primarily derived from the net income generated during the period adjusted for non-cash expenses, which include depreciation, amortization, changes in estimated earnout payables, mark-to-market escrow liability, non-cash stock-based compensation and deferred income taxes while excluding gains and losses on sales/disposals of investments, businesses, fixed assets and customer accounts, payments on acquisition earn-outs in excess of original estimated payables and changes in working capital which relate primarily to the timing of payments of accrued liabilities and receipts of receivables from commissions and fees related to our revenues. Our ratio of current assets to current liabilities was 1.13 and 1.04 for June 30, 2026 and December 31, 2025, respectively.

Current wording

Our operating cash flows are primarily derived from the net income generated during the period adjusted for non-cash expenses, which include depreciation, amortization, changes in estimated acquisition earn-out payables, mark-to-market escrow liability, non-cash stock-based compensation and deferred income taxes while excluding gains and losses on sales/disposals of investments, businesses, fixed assets and customer accounts, payments on acquisition earn-outs in excess of original estimated payables and changes in working capital which relate primarily to the timing of payments of accrued liabilities and receipts of receivables from commissions and fees related to our revenues. Our ratio of current assets to current liabilities was 1.14 and 1.04 for September 30, 2026 and December 31, 2025, respectively.

Previous wording

Cash flows generated from operating activities totaled $608 million and $538 million for the six months ended June 30, 2026 and 2025, respectively, representing an increase of $70 million. Operating cash flows generated in 2026 included $716 million from net income before non-controlling interests with $303 million of non-cash adjustments, offset by $411 million from changes in working capital. The growth in cash from operations is primarily due to recent acquisitions.

Current wording

Cash flows generated from operating activities totaled $1,140 million and $1,006 million for the nine months ended September 30, 2026 and 2025, respectively, representing an increase of $134 million. Operating cash flows generated in 2026 included $957 million from net income before non-controlling interests with $498 million of non-cash adjustments, offset by $315 million from changes in working capital. The growth in cash from operations is primarily due to higher earnings, including the contribution from acquired businesses, partially offset by changes in working capital and higher acquisition-related earn-out payments.

Previous wording

Cash flows used for investing activities were $71 million and $187 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $116 million.

Current wording

Cash flows used for investing activities were $125 million and $7,701 million for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $7,576 million.

Showing the first 40 of 57 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

During the three months ended September 30, 2026, the Company repurchased an additional 3,630,098 shares for $250 million.