Arthur J. Gallagher & Co.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout 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 Nov 5, 2026
AJG$281.61-2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053489
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001628280-26-070650
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 166 previous paragraphs and 165 current paragraphs.
67 unchanged; 85 reworded; 10 added; 9 removed; 5 previous and 3 current paragraphs rearranged.
Tables are not compared: 23 previous and 23 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 (10)
Current report
Overview and Third Quarter 2026 Highlights
Current report
For the three-month period ended September 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $477 million, $10 million and $16 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $121 million, $3 million and ($3) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 41.
Current report
For the three-month period ended September 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $371 million, $11 million and $58 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $92 million, $3 million and ($14) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 41.
Current report
For the nine-month period ended September 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $1,413 million, $37 million and $79 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $362 million, $10 million and ($30) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 42.
Current report
For the nine-month period ended September 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $950 million, $37 million and $110 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $236 million, $10 million and ($22) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 42.
Current report
The $74 million increase in operating expense for the three-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2026 ‑ $48 million, acquisition integration costs - $14 million, investments in technology - $14 million, partially offset by decreases in workforce and lease termination related charges - $2 million.
Current report
2026 ‑ $276 million, acquisition integration costs - $87 million, additional investments in technology - $44 million, and workforce and lease termination related charges - $9 million.
Current report
Operating expense - Operating expense in the three-month period ended September 30, 2026, includes banking and related fees of $1 million, external professional fees and other due diligence costs related to acquisitions of $22 million, which includes $17 million of transaction-related costs as described on page 55 in note (1), other corporate and clean energy-related expenses,
Current report
53 - including technology and other professional fees of $20 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(9) million.
Current report
Operating expense in the nine-month period ended September 30, 2025 includes banking and related fees of $3 million, external professional fees and other due diligence costs related to acquisitions of $86 million, which includes $75 million of transaction‑related costs as described on page 55 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $89 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(43) million.
Removed paragraphs (9)
Previous report
Overview and Second Quarter 2026 Highlights
Previous report
For the three-month period ended June 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $505 million, $12 million and $33 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $130 million, $3 million and ($7) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 37.
Previous report
For the three-month period ended June 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $269 million, $14 million and $29 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $68 million, $3 million and ($5) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 37.
Previous report
For the six-month period ended June 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $936 million, $27 million and $63 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $241 million, $7 million and ($27) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 37.
Previous report
For the six-month period ended June 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $579 million, $26 million and $52 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $144 million, $6 million and ($8) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 37.
Previous report
The $168 million increase in operating expense for the three-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $113 million, acquisition integration costs - $39 million, workforce and lease termination related charges - $10 million, and additional investments in technology - $6 million.
Previous report
44 - million, acquisition integration costs - $73 million, additional investments in technology - $30 million, and workforce and lease termination related charges - $11 million.
Previous report
Operating expense in the six-month period ended June 30, 2026, includes banking and related fees of $1 million, external professional fees and other due diligence costs related to acquisitions of $27 million, which includes $19 million of transaction-
Previous report
Operating expense in the six-month period ended June 30, 2025 includes banking and related fees of $2 million, external professional fees and other due diligence costs related to acquisitions of $54 million, which includes $47 million of transaction‑related costs as described on page 53 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $46 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(48) million.
Reworded paragraphs (85)
Previous wording
The discussion and analysis that follows relates to our financial condition and results of operations for the six-month period ended June 30, 2026. Readers should review this information in conjunction with the June 30, 2026 unaudited consolidated financial statements and notes included in Item 1 of Part I of this quarterly report on Form 10‑Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our annual report on Form 10-K for the year ended December 31, 2025.
Current wording
The discussion and analysis that follows relates to our financial condition and results of operations for the three and nine-month periods ended September 30, 2026. Readers should review this information in conjunction with the September 30, 2026 unaudited consolidated financial statements and notes included in Item 1 of Part I of this quarterly report on Form 10‑Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
For Information on fiscal second quarter 2025 results and similar comparisons, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-Q for the fiscal six-month period ended June 30, 2025.
Current wording
For information on fiscal third quarter 2025 results and similar comparisons, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-Q for the fiscal nine-month period ended September 30, 2025.
Previous wording
•Acquisition related adjustments principally relate to changes in estimated acquisition earnout payables adjustments and acquisition related compensation charges. In addition, from time to time may include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-ups and other balance sheet adjustments made after the closing date.
Current wording
•Acquisition related adjustments principally relate to changes in estimated acquisition earnout payables adjustments and acquisition related compensation charges. In addition, these adjustments may from time to time include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-ups and other balance sheet adjustments made after the closing date.
Previous wording
•Legal and tax related, which represents the impact of adjustments in second quarter 2026 related to costs associated with legal and tax matters.
Current wording
•Legal and tax related, which represents the impact of adjustments in second quarter 2026 and third quarter 2025 related to costs associated with legal and tax matters.
Previous wording
31 - average shares outstanding. This measure provides a meaningful representation of our operating performance (and as such should not be used as a measure of our liquidity), and for the overall business is also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.
Current wording
34 - average shares outstanding. This measure provides a meaningful representation of our operating performance (and as such should not be used as a measure of our liquidity), and for the overall business is also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.
Previous wording
Organic Revenues (a non-GAAP measure) - Organic revenue change measures the year-over-year percentage change in organic revenue. For the brokerage segment, organic revenue consists of base commission and fee revenues, supplemental revenues and contingent revenues and excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations which include disposals of a business through sale or closure, estimate changes, run-off of a business and the restructuring and/or repricing of programs and products in each year presented. Such revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of our business in both the current and prior period. In order to improve the comparability of our results between periods, we further exclude the period‑over‑period impact of foreign currency translation; revenue from certain large life product sales within Gallagher’s Executive Life and Benefits practice group (which are typically large, singular transactions with a high degree of variability in amount and timing); and revenue attributable to changes in assumptions used to calculate estimated deferred revenues, which impact the quarterly timing of revenues during the annual contract period. For the risk management segment, organic revenues consists of fee revenues and excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations in each year presented. In order to improve the comparability of our results between periods, we further exclude the period-over-period impact of foreign currency translation.
Current wording
Organic Revenues (a non-GAAP measure) - Organic revenue change measures the year-over-year percentage change in organic revenue. For the brokerage segment, organic revenue consists of base commission and fee revenues, supplemental revenues and contingent revenues and excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations which include disposals of a business through sale or closure, estimate changes, run-off of a business and the restructuring and/or repricing of programs and products in each year presented. Because the AssuredPartners acquisition closed in the middle of third quarter 2025 (on August 18, 2025), organic revenue for the three-month and nine-month periods ended September 30, 2026 excludes all AssuredPartners revenues, including revenues earned after the first anniversary of the acquisition, and the comparable 2025 periods likewise exclude AssuredPartners revenues. Such revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of our business in both the current and prior period. In order to improve the comparability of our results between periods, we further exclude the period‑over‑period impact of foreign currency translation; revenue from certain large life product sales within Gallagher’s Executive Life and Benefits practice group (which are typically large, singular transactions with a high degree of variability in amount and timing); and revenue attributable to changes in assumptions used to calculate estimated deferred revenues, which impact the quarterly timing of revenues during the annual contract period. For the risk management segment, organic revenues consists of fee revenues and excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations in each year presented. In order to improve the comparability of our results between periods, we further exclude the period-over-period impact of foreign currency translation.
Previous wording
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This quarterly report on Form 10‑Q includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on pages 41 and 47) and adjusted EBITDAC margin, (on page 44) , for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on page 35), for organic revenue measures (on pages 42 and 47), respectively, for the brokerage and risk management segments, for adjusted compensation and operating expenses for the brokerage segment and (on page 48) for the risk management segment.
Current wording
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This quarterly report on Form 10‑Q includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC and adjusted EBITDAC margin (on pages 44 and 50) and for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on pages 39 and 40), for organic revenue measures (on pages 45 and 50), respectively, for the brokerage and risk management segments, for adjusted compensation and operating expenses for the brokerage segment (on page 47) and (on pages 51 and 52) for the risk management segment.
Previous wording
We are engaged in providing insurance brokerage, reinsurance brokerage, consulting services, and third-party property/casualty claims settlement and administration services to entities and individuals around the world. In the six-month period ended June 30, 2026, we generated approximately 69% of our revenues for the combined brokerage and risk management segments domestically and 31% internationally, primarily in Australia, Canada, New Zealand and the U.K. We have three reportable segments: brokerage, risk management and corporate. The brokerage and risk management segments contributed approximately 89% and 11%, respectively, to revenues during the six-month period ended June 30, 2026. The corporate segment did not generate any significant revenues in the six-month period ended June 30, 2026. Our major sources of operating revenues are commissions, fees and supplemental and contingent revenues from brokerage operations and fees
Current wording
We are engaged in providing insurance brokerage, reinsurance brokerage, consulting services, and third-party property/casualty claims settlement and administration services to entities and individuals around the world. In the nine-month period ended September 30, 2026, we generated approximately 69% of our revenues for the combined brokerage and risk management segments domestically and 31% internationally, primarily in Australia, Canada, New Zealand and the U.K. We have three reportable segments: brokerage, risk management and corporate. The brokerage and risk management segments contributed approximately 88% and 12%, respectively, to revenues during the nine-month period ended
Previous wording
We use the Council of Insurance Agents and Brokers (which we refer to as CIAB) insurance pricing quarterly survey as an indicator of the insurance rate environment. The CIAB represents the leading domestic and international insurance brokers, who write approximately 85% of the commercial property/casualty premiums in the U.S. The second quarter 2026 survey had not been published as of the filing date of this report. The first quarter 2026 survey indicated that U.S. commercial property/commercial casualty rates decreased 1.2%. The 2025 quarterly surveys indicated that U.S. commercial property/casualty rates increased by 4.2%, 3.7%, 1.6%, and 0.2% on average for the first, second, third and fourth quarters of 2025.
Current wording
We use the Council of Insurance Agents and Brokers (which we refer to as CIAB) insurance pricing quarterly survey as an indicator of the insurance rate environment. The CIAB represents the leading domestic and international insurance brokers, who write approximately 85% of the commercial property/casualty premiums in the U.S. The third quarter 2026 survey had not been published as of the filing date of this report. The first and second quarter 2026 surveys indicated that U.S. commercial property/casualty rates decreased 1.2% and 2.0%, respectively. The 2025 quarterly surveys indicated that U.S. commercial property/casualty rates increased by 4.2%, 3.7%, 1.6%, and 0.2% on average for the first, second, third and fourth quarters of 2025. Market conditions continue to vary significantly by line of coverage, geography and individual risk characteristics.
Previous wording
We continue to observe carrier competition across property-related coverages, while casualty lines, particularly in the U.S., remain subject to more cautious underwriting.
Current wording
We continue to observe significant carrier competition across property-related coverages. Casualty market conditions vary by line and account, with underwriting remaining more cautious in certain casualty lines, particularly in the U.S.
Previous wording
Catastrophe loss activity and other market factors could influence pricing, capacity and underwriting conditions in the property insurance and reinsurance markets upon renewal. In addition, elevated loss trends and continued profitability concerns in certain casualty coverages could impact pricing, underwriting terms and conditions in those lines.
Current wording
Catastrophe loss activity and other market factors could influence pricing, capacity and underwriting conditions in the property insurance and reinsurance markets upon renewal. In addition, loss-cost trends in certain casualty coverages could impact pricing, capacity and underwriting terms and conditions in those lines.
Previous wording
Summary of Financial Results - Six-Month Periods Ended June 30, 2026 and 2025
Current wording
Summary of Financial Results - Nine-Month Periods Ended September 30, 2026 and 2025
Previous wording
The following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for the three and six-month periods ended June 30, 2026 with the same periods in 2025. In addition, these tables provide reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share. Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 41 and 47 , respectively, of this filing.
Current wording
The following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for the three and nine-month periods ended September 30, 2026 with the same periods in 2025. In addition, these tables provide reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share. Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 44 and 50, respectively, of this filing.
Previous wording
For second quarter 2025, reported and adjusted amounts for the Brokerage Segment include approximately $144 million of incremental interest income, or approximately 42 cents after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
Current wording
For third quarter 2025, reported and adjusted amounts for the Brokerage Segment include approximately $76 million of incremental interest income, or approximately 22 cents after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
Previous wording
For the Six Month Periods Ended June 30 Reported GAAP to Adjusted Non-GAAP Reconciliation:
Current wording
For the Nine-Month Periods Ended September 30 Reported GAAP to Adjusted Non-GAAP Reconciliation:
Previous wording
For six-month period ended June 30, 2025, reported and adjusted amounts for the Brokerage Segment include approximately $287 million of incremental interest income, or approximately 82 cents after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
Current wording
For nine-month period ended September 30, 2025, reported and adjusted amounts for the Brokerage Segment include approximately $363 million of incremental interest income, or approximately $1.05 after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
Previous wording
The brokerage segment accounted for 89% of our revenues during the six-month period ended June 30, 2026. Our brokerage segment is primarily comprised of retail, wholesale and reinsurance brokerage operations. For further description of our segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
The brokerage segment accounted for 88% of our revenues during the nine-month period ended September 30, 2026. Our brokerage segment is primarily comprised of retail, wholesale and reinsurance brokerage operations. For further description of our segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Financial information relating to our brokerage segment results for the three and six-month periods ended June 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data).
Current wording
Financial information relating to our brokerage segment results for the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data).
Previous wording
The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 (in millions):
Current wording
The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025 (in millions):
Previous wording
*Second quarter 2025 adjusted EBITDAC includes approximately $144 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior period, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year over year change in second quarter adjusted EBITDAC margin by approximately 3.9%.
Current wording
*Third quarter 2025 adjusted EBITDAC includes approximately $76 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior period, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, favorably impacted the year-over-year change in third quarter adjusted EBITDAC margin by approximately 0.4%.
Previous wording
*Adjusted EBITDAC for the six-month period ended June 30, 2025 includes approximately $287 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior year, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year over year change in adjusted EBITDAC margin for the six-month period ended June 30, by approximately 3.4%.
Current wording
** Adjusted EBITDAC for the nine-month period ended September 30, 2025 includes approximately $363 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior year, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year-over-year change in adjusted EBITDAC margin for the nine-month period ended September 30, by approximately 2.2%.
Previous wording
Commissions and fees - Base commissions and fees increased $793 million or 33%, for the three-month period ended June 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended June 30, 2026 and 4% organic growth.
Current wording
Commissions and fees - Base commissions and fees increased $574 million or 22%, for the three-month period ended September 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended September 30, 2026 and 4% organic growth.
Previous wording
Base commissions and fees increased $1,839 million or 35%, for the six-month period ended June 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended June 30, 2026 and 4% organic growth. Organic growth reflected strong customer retention and new business generation, in addition to continued renewal premiums increases (premium rates and exposures).
Current wording
Base commissions and fees increased $2,413 million or 31%, for the nine-month period ended September 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended September 30, 2026 and 4% organic growth. Organic growth reflected strong customer retention and new business generation, in addition to continued renewal premiums increases (premium rates and exposures).
Previous wording
Items excluded from organic revenue computations yet impacting revenue comparisons for the three and six-month periods ended June 30, 2026 and 2025 include the following (in millions):
Current wording
Items excluded from organic revenue computations yet impacting revenue comparisons for the three and nine-month periods ended September 30, 2026 and 2025 include the following (in millions):
Previous wording
In the three and six-month periods ended June 30, 2026 no shares were issued and 76,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions. In the three and six-month periods ended June 30, 2025 no shares were issued and 49,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions.
Current wording
In the three and nine-month periods ended September 30, 2026 we issued 48,000 shares and 124,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions. In the three and nine-month periods ended September 30, 2025 we issued 9,000 shares and 58,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions.
Previous wording
Interest income, premium finance revenues and other income - Interest income, premium finance revenues and other income in the three and six-month periods ended June 30, 2026 decreased compared to the same periods in 2025, primarily due to decreases in interest income earned on our own and fiduciary funds, including the $144 and $287 million respectively, of interest income earned in the three and six-month periods ended June 30, 2025 related to the cash proceeds associated with the AssuredPartners Financing in December 2024.
Current wording
Interest income, premium finance revenues and other income - Interest income, premium finance revenues and other income in the three and nine-month periods ended September 30, 2026 decreased compared to the same periods in 2025, primarily due to decreases in interest income earned on our own and fiduciary funds, including the $76 million and $363 million respectively, of interest income earned in the three and nine-month periods ended September 30, 2025 related to the cash proceeds associated with the AssuredPartners Financing in December 2024.
Previous wording
Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three and six-month periods ended June 30, 2026 with the same periods in 2025 (in millions):
Current wording
Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three and nine-month periods ended September 30, 2026 with the same periods in 2025 (in millions):
Previous wording
The $1,085 million increase in compensation expense for the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $897 million, increases in base compensation to service and support organic growth - $105 million, acquisition integration costs - $42 million, increased acquisition earnout related adjustments - $40 million and workforce and lease termination related charges - $1 million.
Current wording
The $280 million increase in compensation expense for the three-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2026 ‑ $199 million, increases in base compensation to service and support organic growth - $28 million, acquisition integration costs - $23 million, increased acquisition earnout related adjustments - $15 million, and workforce and lease termination related charges - $15 million.
Previous wording
The $491 million increase in compensation expense for the three-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $406 million, increases in base compensation to service and support organic growth - $39 million, acquisition integration costs - $33 million, increased acquisition earnout related adjustments - $20 million, partially offset by lesser workforce and lease termination related charges - $7 million.
Current wording
The $1,365 million increase in compensation expense for the nine-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2026 ‑ $1,096 million, increases in base compensation to service and support organic growth - $133 million, acquisition integration costs - $65 million, increased acquisition earnout related adjustments - $55 million and workforce and lease termination related charges - $16 million.
Previous wording
Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and six-month periods ended June 30, 2026 with the same periods in 2025 (in millions):
Current wording
Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and nine-month periods ended September 30, 2026 with the same periods in 2025 (in millions):
Previous wording
The $342 million increase in operating expense for the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $228
Current wording
The $416 million increase in operating expense for the nine-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended September 30,
Previous wording
Depreciation - Depreciation expense increased in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 by $7 million and $23 million, respectively. The increase in depreciation expense in 2026 compared to 2025 was due primarily to the purchases of furniture, equipment and leasehold improvements related to office consolidations and moves, and expenditures related to upgrading computer systems. Also contributing to the increase in depreciation expense was the depreciation expense associated with acquisitions completed in the twelve-month period ended June 30, 2026.
Current wording
Depreciation - Depreciation expense increased in the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025 by $4 million and $27 million, respectively. The increase in depreciation expense in 2026 compared to 2025 was due primarily to the purchases of furniture, equipment and leasehold improvements related to office consolidations and moves, and expenditures related to upgrading computer systems. Also contributing to the increase in depreciation expense was the depreciation expense associated with acquisitions completed in the twelve-month period ended September 30, 2026.
Previous wording
Amortization - The increase in amortization expense in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in the twelve-month period ended June 30, 2026. Based on the results of impairment reviews during the three and six-month periods ended June 30, 2026, we wrote off $21 million and $22 million, respectively, of amortizable assets. Based on the results of impairment reviews during the six-month periods ended June 30, 2025, we wrote off $41 million of amortizable assets. We review all of our intangible assets for impairment periodically (at least annually for goodwill) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. We perform such impairment reviews at the division (i.e., reporting unit) level with respect to goodwill and at the business unit level for amortizable intangible assets. In reviewing intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Expiration lists, non‑compete agreements and trade names are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names).
Current wording
Amortization - The increase in amortization expense in the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in the twelve-month period ended September 30, 2026. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2026, we wrote off $7 million and $29 million, respectively, of amortizable assets. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2025, we wrote off $2 million and $43 million, respectively, of amortizable assets. We review all of our intangible assets for impairment periodically (at least annually for goodwill) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. We perform such impairment reviews at the division (i.e., reporting unit) level with respect to goodwill and at the business unit level for amortizable intangible assets. In reviewing intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Expiration lists, non‑compete agreements and trade names are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names).
Previous wording
Change in estimated acquisition earnout payables -The change in the expense from the change in estimated acquisition earnout payables in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025, was primarily due to adjustments made to the estimated fair value of earnout obligations related to revised assumptions due to rising interest rates and increased market volatility and projections of future performance. During the three-month periods ended June 30, 2026 and 2025, we recognized $9 million and $11 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026. During the six-month periods ended June 30, 2026 and 2025, we recognized $22 million and $23 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026. In addition, during the three-month periods ended June 30, 2026 and 2025, we recognized $4 million and $17 million of income related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 47 and 35 acquisitions, respectively. In addition, during the six-month periods ended June 30, 2026 and 2025, we recognized $1 million and $14 million of income related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 77 and 55 acquisitions, respectively.
Current wording
Change in estimated acquisition earnout payables -The change in the expense from the change in estimated acquisition earnout payables in the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025, was primarily due to adjustments made to the estimated fair value of earnout obligations related to revised assumptions due to rising interest rates and increased market volatility and projections of future performance. During the three-month periods ended September 30, 2026 and 2025, we recognized $8 million and $12 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026. During the nine-month periods ended September 30, 2026 and 2025, we recognized $30 million and $35 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026. In addition, during the three-month periods ended September 30, 2026 and 2025, we recognized $7 million and $17 million of expense related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 30 and 41 acquisitions, respectively. In addition, during the nine-month periods ended September 30, 2026 and 2025, we recognized $6 million and $3 million of expense related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 94 and 81 acquisitions, respectively.
Previous wording
Provision for income taxes - The brokerage segment’s effective income tax rates for the three-month periods ended June 30, 2026 and 2025, were 25.6% and 25.7%, respectively. The brokerage segment’s effective income tax rates for the six-month periods ended June 30, 2026 and 2025, were 25.5% and 25.7%, respectively. We anticipate reporting an effective tax rate of approximately 24.5% to 26.5% in our brokerage segment based on known changes in tax rates in future periods.
Current wording
Provision for income taxes - The brokerage segment’s effective income tax rates for the three-month periods ended September 30, 2026 and 2025, were 25.5% and 25.6%, respectively. The brokerage segment’s effective income tax rates for the nine-month periods ended September 30, 2026 and 2025, were 25.5% and 25.7%, respectively. We anticipate reporting an effective tax rate of approximately 24.5% to 26.5% in our brokerage segment based on known changes in tax rates in future periods.
Previous wording
Net earnings attributable to noncontrolling interests - The amounts reported in this line for each of the three-month periods ended June 30, 2026 and 2025, include noncontrolling interest earnings of zero. The amounts reported in this line for the six-month periods ended June 30, 2026 and 2025, include noncontrolling interest earnings of $1 million and $5 million, respectively.
Current wording
Net earnings attributable to noncontrolling interests - The amounts reported in this line for each of the three-month periods ended September 30, 2026 and 2025, include noncontrolling interest earnings of $3 million and $1 million, respectively. The
Previous wording
The risk management segment accounted for 11% of our revenue during the six-month period ended June 30, 2026. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting. For further description of segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
The risk management segment accounted for 12% of our revenue during the nine-month period ended September 30, 2026. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting. For further description of segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Financial information relating to our risk management segment results for the three and six-month periods ended June 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data):
Current wording
Financial information relating to our risk management segment results for the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data):
Previous wording
The following provides non-GAAP information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and six-month periods ended June 30, 2026 to the same periods in 2025 (in millions):
Current wording
The following provides non-GAAP information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and nine-month periods ended September 30, 2026 to the same periods in 2025 (in millions):
Previous wording
Fees - In our risk management operations, during the three and six-month periods ended June 30, 2026, organic change in fee revenue was 12% and 11%, respectively, reflecting continued strong new business production and client retention.
Current wording
Fees - In our risk management operations, during each of the three and nine-month periods ended September 30, 2026, organic change in fee revenue was 10%, reflecting continued strong new business production and client retention.
Showing the first 40 of 85 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
September 30, 2026. The corporate segment did not generate any significant revenues in the nine-month period ended September 30, 2026. Our major sources of operating revenues are commissions, fees and supplemental and contingent revenues from brokerage operations and fees from risk management operations. Interest income is earned on cash, cash equivalents and fiduciary cash and revenues are generated from premium financing.
Current report — wording carried from elsewhere
48 - amounts reported in this line for the nine-month periods ended September 30, 2026 and 2025, include noncontrolling interest earnings of $4 million and $6 million, respectively.
Current report — wording carried from elsewhere
Expenditures made related to cloud computing based technology are accounted for as deferred costs versus fixed assets, which would reduce capital expenditures.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
32 - from risk management operations. Interest income is earned on cash, cash equivalents and fiduciary cash and revenues are generated from premium financing.
Previous report — wording carried elsewhere
49 - unaudited consolidated financial statements included herein as of June 30, 2026 and in Note 7 to our most recent Annual Report on Form 10‑K as of December 31, 2025.
Previous report — wording carried elsewhere
50 - related costs as described on page 53 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $82 million in aggregate, which includes costs associated with legal, tax, and benefit plan related matters and the write-down of a clean energy-related investment as described on page 53 in notes (3), (4) and (5), and a net unrealized foreign exchange remeasurement gain of $6 million.
Previous report — wording carried elsewhere
Premium Financing Debt Facility - On November 17, 2025, we entered into an amendment to our revolving loan facility (which we refer to as the Premium Financing Debt Facility), that provides funding for the three Australian (AU) and New
Previous report — wording carried elsewhere
56 - fund future acquisitions from time to time or for general corporate purposes. During the quarter ended June 30, 2026, we did not sell shares of our common stock under the program.