[10-Q] Brown & Brown, Inc. Quarterly Earnings Report
Adobe Inc. – Form 4 (filed 28 Jul 2025)
- Insider: Anil Chakravarthy, President DX.
- Event date: 24 Jul 2025.
- Equity exercise: 606 restricted stock units converted to common shares (Code M) at $0 exercise price.
- Tax withholding: 300 shares disposed (Code F) at $371.69 to satisfy taxes, leaving a net 306-share increase.
- Post-transaction ownership: 44,365.777 common shares held directly; 1,212 RSUs remain outstanding.
- RSU vesting schedule: 25 % on 24 Jan 2023 anniversary of 24 Jan 2022 start date, then 6.25 % quarterly.
The filing reflects routine vesting and mandatory tax withholding, not an open-market sale or discretionary purchase; therefore it is unlikely to be financially material to Adobe.
Adobe Inc. – Modulo 4 (depositato il 28 lug 2025)
- Insider: Anil Chakravarthy, Presidente DX.
- Data dell'evento: 24 lug 2025.
- Esercizio di equity: 606 unità di azioni vincolate convertite in azioni ordinarie (Codice M) a prezzo di esercizio di $0.
- Ritenuta fiscale: 300 azioni cedute (Codice F) a $371,69 per coprire le tasse, con un incremento netto di 306 azioni.
- Proprietà post-transazione: 44.365,777 azioni ordinarie detenute direttamente; 1.212 RSU ancora in essere.
- Piano di maturazione RSU: 25% il 24 gen 2023 anniversario della data di inizio 24 gen 2022, poi 6,25% trimestralmente.
La comunicazione riflette la maturazione ordinaria e la ritenuta fiscale obbligatoria, non una vendita sul mercato aperto o un acquisto discrezionale; pertanto è improbabile che abbia un impatto finanziario rilevante per Adobe.
Adobe Inc. – Formulario 4 (presentado el 28 de julio de 2025)
- Insider: Anil Chakravarthy, Presidente DX.
- Fecha del evento: 24 de julio de 2025.
- Ejercicio de acciones: 606 unidades de acciones restringidas convertidas en acciones comunes (Código M) a precio de ejercicio $0.
- Retención fiscal: 300 acciones vendidas (Código F) a $371.69 para cubrir impuestos, dejando un aumento neto de 306 acciones.
- Propiedad tras la transacción: 44,365.777 acciones comunes en propiedad directa; 1,212 RSU pendientes.
- Calendario de adquisición de RSU: 25% el 24 de enero de 2023, aniversario del inicio el 24 de enero de 2022, luego 6.25% trimestralmente.
La presentación refleja la adquisición rutinaria y la retención fiscal obligatoria, no una venta en mercado abierto ni compra discrecional; por lo tanto, es poco probable que sea financieramente significativa para Adobe.
Adobe Inc. – Form 4 (2025년 7월 28일 제출)
- 내부자: Anil Chakravarthy, DX 사장.
- 이벤트 날짜: 2025년 7월 24일.
- 주식 행사: 606개의 제한 주식 단위가 보통주로 전환됨(코드 M), 행사 가격 $0.
- 세금 원천징수: 세금 납부를 위해 300주 매도(코드 F), 주당 $371.69, 순증가 306주.
- 거래 후 보유 주식: 직접 보유한 보통주 44,365.777주; 1,212 RSU 미지급 상태.
- RSU 권리 취득 일정: 2023년 1월 24일(2022년 1월 24일 시작일 기념일)에 25%, 이후 분기별 6.25%씩 취득.
이번 제출은 정기적인 권리 취득과 의무적인 세금 원천징수를 반영한 것으로, 공개 시장에서의 매도나 임의 매수는 아니며, 따라서 Adobe에 재무적으로 큰 영향을 미칠 가능성은 낮습니다.
Adobe Inc. – Formulaire 4 (déposé le 28 juillet 2025)
- Initié : Anil Chakravarthy, Président DX.
- Date de l'événement : 24 juillet 2025.
- Exercice d'actions : 606 unités d'actions restreintes converties en actions ordinaires (Code M) au prix d'exercice de 0 $.
- Retenue fiscale : 300 actions cédées (Code F) à 371,69 $ pour couvrir les impôts, laissant une augmentation nette de 306 actions.
- Possession après transaction : 44 365,777 actions ordinaires détenues directement ; 1 212 RSU restent en attente.
- Calendrier d'acquisition des RSU : 25 % le 24 janvier 2023, anniversaire du début le 24 janvier 2022, puis 6,25 % chaque trimestre.
Le dépôt reflète un vesting routinier et une retenue fiscale obligatoire, pas une vente sur le marché ouvert ni un achat discrétionnaire ; il est donc peu probable que cela ait un impact financier significatif pour Adobe.
Adobe Inc. – Formular 4 (eingereicht am 28. Juli 2025)
- Insider: Anil Chakravarthy, Präsident DX.
- Datum des Ereignisses: 24. Juli 2025.
- Aktienausübung: 606 Restricted Stock Units in Stammaktien umgewandelt (Code M) zum Ausübungspreis von 0 $.
- Steuerabzug: 300 Aktien verkauft (Code F) zu 371,69 $, um Steuern zu begleichen, was eine Nettozunahme von 306 Aktien ergibt.
- Eigentum nach der Transaktion: 44.365,777 direkt gehaltene Stammaktien; 1.212 RSUs noch ausstehend.
- RSU-Vesting-Plan: 25 % am 24. Januar 2023, Jahrestag des 24. Januar 2022 als Startdatum, danach vierteljährlich 6,25 %.
Die Meldung spiegelt routinemäßiges Vesting und obligatorische Steuerabzüge wider, keine offenen Marktverkäufe oder diskretionäre Käufe; daher ist es unwahrscheinlich, dass dies finanziell bedeutsam für Adobe ist.
- None.
- None.
Insights
TL;DR – Routine RSU vesting; neutral impact on ADBE.
The transaction simply converts 606 RSUs into common shares, with 300 shares withheld to cover taxes. Net ownership rose by 306 shares, and Chakravarthy still holds 1,212 RSUs plus ~44.4 k shares. No open-market sale occurred, so the filing does not signal bearish insider sentiment. Given Adobe’s >450 m shares outstanding, the stake change is immaterial (<0.0001 %). I view the disclosure as regular compensation administration with neutral investment impact.
Adobe Inc. – Modulo 4 (depositato il 28 lug 2025)
- Insider: Anil Chakravarthy, Presidente DX.
- Data dell'evento: 24 lug 2025.
- Esercizio di equity: 606 unità di azioni vincolate convertite in azioni ordinarie (Codice M) a prezzo di esercizio di $0.
- Ritenuta fiscale: 300 azioni cedute (Codice F) a $371,69 per coprire le tasse, con un incremento netto di 306 azioni.
- Proprietà post-transazione: 44.365,777 azioni ordinarie detenute direttamente; 1.212 RSU ancora in essere.
- Piano di maturazione RSU: 25% il 24 gen 2023 anniversario della data di inizio 24 gen 2022, poi 6,25% trimestralmente.
La comunicazione riflette la maturazione ordinaria e la ritenuta fiscale obbligatoria, non una vendita sul mercato aperto o un acquisto discrezionale; pertanto è improbabile che abbia un impatto finanziario rilevante per Adobe.
Adobe Inc. – Formulario 4 (presentado el 28 de julio de 2025)
- Insider: Anil Chakravarthy, Presidente DX.
- Fecha del evento: 24 de julio de 2025.
- Ejercicio de acciones: 606 unidades de acciones restringidas convertidas en acciones comunes (Código M) a precio de ejercicio $0.
- Retención fiscal: 300 acciones vendidas (Código F) a $371.69 para cubrir impuestos, dejando un aumento neto de 306 acciones.
- Propiedad tras la transacción: 44,365.777 acciones comunes en propiedad directa; 1,212 RSU pendientes.
- Calendario de adquisición de RSU: 25% el 24 de enero de 2023, aniversario del inicio el 24 de enero de 2022, luego 6.25% trimestralmente.
La presentación refleja la adquisición rutinaria y la retención fiscal obligatoria, no una venta en mercado abierto ni compra discrecional; por lo tanto, es poco probable que sea financieramente significativa para Adobe.
Adobe Inc. – Form 4 (2025년 7월 28일 제출)
- 내부자: Anil Chakravarthy, DX 사장.
- 이벤트 날짜: 2025년 7월 24일.
- 주식 행사: 606개의 제한 주식 단위가 보통주로 전환됨(코드 M), 행사 가격 $0.
- 세금 원천징수: 세금 납부를 위해 300주 매도(코드 F), 주당 $371.69, 순증가 306주.
- 거래 후 보유 주식: 직접 보유한 보통주 44,365.777주; 1,212 RSU 미지급 상태.
- RSU 권리 취득 일정: 2023년 1월 24일(2022년 1월 24일 시작일 기념일)에 25%, 이후 분기별 6.25%씩 취득.
이번 제출은 정기적인 권리 취득과 의무적인 세금 원천징수를 반영한 것으로, 공개 시장에서의 매도나 임의 매수는 아니며, 따라서 Adobe에 재무적으로 큰 영향을 미칠 가능성은 낮습니다.
Adobe Inc. – Formulaire 4 (déposé le 28 juillet 2025)
- Initié : Anil Chakravarthy, Président DX.
- Date de l'événement : 24 juillet 2025.
- Exercice d'actions : 606 unités d'actions restreintes converties en actions ordinaires (Code M) au prix d'exercice de 0 $.
- Retenue fiscale : 300 actions cédées (Code F) à 371,69 $ pour couvrir les impôts, laissant une augmentation nette de 306 actions.
- Possession après transaction : 44 365,777 actions ordinaires détenues directement ; 1 212 RSU restent en attente.
- Calendrier d'acquisition des RSU : 25 % le 24 janvier 2023, anniversaire du début le 24 janvier 2022, puis 6,25 % chaque trimestre.
Le dépôt reflète un vesting routinier et une retenue fiscale obligatoire, pas une vente sur le marché ouvert ni un achat discrétionnaire ; il est donc peu probable que cela ait un impact financier significatif pour Adobe.
Adobe Inc. – Formular 4 (eingereicht am 28. Juli 2025)
- Insider: Anil Chakravarthy, Präsident DX.
- Datum des Ereignisses: 24. Juli 2025.
- Aktienausübung: 606 Restricted Stock Units in Stammaktien umgewandelt (Code M) zum Ausübungspreis von 0 $.
- Steuerabzug: 300 Aktien verkauft (Code F) zu 371,69 $, um Steuern zu begleichen, was eine Nettozunahme von 306 Aktien ergibt.
- Eigentum nach der Transaktion: 44.365,777 direkt gehaltene Stammaktien; 1.212 RSUs noch ausstehend.
- RSU-Vesting-Plan: 25 % am 24. Januar 2023, Jahrestag des 24. Januar 2022 als Startdatum, danach vierteljährlich 6,25 %.
Die Meldung spiegelt routinemäßiges Vesting und obligatorische Steuerabzüge wider, keine offenen Marktverkäufe oder diskretionäre Käufe; daher ist es unwahrscheinlich, dass dies finanziell bedeutsam für Adobe ist.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§-232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the Registrant’s common stock, $0.10 par value, outstanding as of July 25, 2025 was
BROWN & BROWN, INC.
INDEX
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PAGE NO. |
PART I. FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements (Unaudited): |
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Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 |
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Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024 |
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Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 |
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Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2025 and 2024 |
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Quantitative and Qualitative Disclosures About Market Risk |
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Controls and Procedures |
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PART II. OTHER INFORMATION |
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Legal Proceedings |
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Risk Factors |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Other Information |
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Exhibits |
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SIGNATURES |
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2
Disclosure Regarding Forward-Looking Statements
Brown & Brown, Inc., together with its subsidiaries (collectively, “we,” “Brown & Brown” or the “Company”), makes “forward-looking statements” within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995, as amended, throughout this report and in the documents we incorporate by reference into this report. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this Quarterly Report on Form 10-Q and the reports, statements, information and announcements incorporated by reference into this report are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ, possibly materially from the forward-looking statements in this report include but are not limited to the following items, in addition to those matters described in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:
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Assumptions as to any of the foregoing, and all statements, are not based upon historical fact, but rather reflect our current expectations concerning future results and events. Forward-looking statements that we make or that are made by others on our behalf are based upon a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized, or even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements. All forward-looking statements made herein are made only as of the date of this filing, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware.
4
PART I — FINANCIAL INFORMATION
ITEM 1 — Financial Statements (Unaudited)
BROWN & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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REVENUES |
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Commissions and fees |
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EXPENSES |
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(Gain)/loss on disposal |
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Amortization |
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Depreciation |
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Total expenses |
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Less: Net income attributable to non-controlling interests |
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Net income attributable to the Company |
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Net income per share: |
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See accompanying Notes to Condensed Consolidated Financial Statements.
5
BROWN & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
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Three months ended June 30, |
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Six months ended June 30, |
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Net income attributable to the Company |
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Comprehensive income attributable to the Company |
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See accompanying Notes to Condensed Consolidated Financial Statements.
6
BROWN & BROWN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except per share data) |
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June 30, 2025 |
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December 31, 2024 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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Fiduciary cash |
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Commission, fees and other receivables |
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Fiduciary receivables |
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Reinsurance recoverable |
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Prepaid reinsurance premiums |
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Other current assets |
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Total current assets |
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Fixed assets, net |
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Goodwill |
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Amortizable intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Fiduciary liabilities |
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$ |
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$ |
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Losses and loss adjustment reserve |
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Unearned premiums |
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Accounts payable |
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Accrued expenses and other liabilities |
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Current portion of long-term debt |
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Total current liabilities |
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Long-term debt less unamortized discount and debt issuance costs |
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Operating lease liabilities |
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Deferred income taxes, net |
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Other liabilities |
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Equity: |
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Common stock, par value $ |
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Additional paid-in capital |
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Treasury stock, at cost |
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( |
) |
Accumulated other comprehensive income/(loss) |
|
|
|
|
|
( |
) |
|
Non-controlling interests |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
$ |
|
||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
BROWN & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
(in millions, except per share data) |
|
Shares Outstanding |
|
|
Par Value |
|
|
Additional |
|
|
Treasury |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Retained |
|
|
Non-Controlling Interest |
|
|
Total |
|
||||||||
Balance at December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued - employee stock compensation plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock incentive plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase shares to fund tax withholdings for non-cash stock-based compensation |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Cash dividends paid ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued - employee stock compensation plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock incentive plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued - public offering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase shares to fund tax withholdings for non-cash stock-based compensation |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Cash dividends paid ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||||
Shares issued - employee stock compensation plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock incentive plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net non-controlling interest acquired (disposed) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase shares to fund tax withholdings for non-cash stock-based compensation |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Cash dividends paid ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Balance at March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares issued - employee stock compensation plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employee stock purchase plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock incentive plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends paid ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
BROWN & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Six months ended June 30, |
|
|||||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income before non-controlling interests |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities: |
|
|
|
|
|
|
||
Amortization |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Non-cash stock-based compensation |
|
|
|
|
|
|
||
Change in estimated acquisition earn-out payables |
|
|
|
|
|
( |
) |
|
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Net loss/(gain) on sales/disposals of investments, businesses, fixed assets and customer accounts |
|
|
|
|
|
( |
) |
|
Payments on acquisition earn-outs in excess of original estimated payables |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: |
|
|
|
|
|
|
||
Commissions, fees and other receivables (increase) decrease |
|
|
( |
) |
|
|
( |
) |
Reinsurance recoverable (increase) decrease |
|
|
|
|
|
|
||
Prepaid reinsurance premiums (increase) decrease |
|
|
( |
) |
|
|
( |
) |
Other assets (increase) decrease |
|
|
( |
) |
|
|
( |
) |
Losses and loss adjustment reserve increase (decrease) |
|
|
( |
) |
|
|
( |
) |
Unearned premiums increase (decrease) |
|
|
|
|
|
|
||
Accounts payable increase (decrease) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other liabilities increase (decrease) |
|
|
( |
) |
|
|
( |
) |
Other liabilities increase (decrease) |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Additions to fixed assets |
|
|
( |
) |
|
|
( |
) |
Payments for businesses acquired, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales of businesses, fixed assets and customer accounts |
|
|
|
|
|
|
||
Other investing activities |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Fiduciary receivables and liabilities, net |
|
|
|
|
|
|
||
Payments on acquisition earn-outs |
|
|
( |
) |
|
|
( |
) |
Proceeds from long-term debt |
|
|
|
|
|
|
||
Payments on long-term debt |
|
|
( |
) |
|
|
( |
) |
Deferred debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Borrowings on revolving credit facility |
|
|
|
|
|
|
||
Payments on revolving credit facility |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock, net of expenses |
|
|
|
|
|
— |
|
|
Repurchase shares to fund tax withholdings for non-cash stock-based compensation |
|
|
( |
) |
|
|
( |
) |
Cash dividends paid |
|
|
( |
) |
|
|
( |
) |
Other financing activities |
|
|
|
|
|
|
||
Net cash provided by financing activities |
|
|
|
|
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents inclusive of fiduciary cash |
|
|
|
|
|
|
||
Net increase in cash and cash equivalents inclusive of fiduciary cash |
|
|
|
|
|
|
||
Cash and cash equivalents inclusive of fiduciary cash at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents inclusive of fiduciary cash at end of period |
|
$ |
|
|
$ |
|
||
See accompanying Notes to Condensed Consolidated Financial Statements. Refer to Note 10 for the reconciliations of cash and cash equivalents inclusive of fiduciary cash.
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 Nature of Operations
Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and service organization that markets and sells insurance products and services, primarily in the property, casualty and employee benefits areas. Brown & Brown’s business is divided into
The Company primarily operates as an agent or broker not assuming underwriting risks. However, we operate a write-your-own flood insurance carrier, Wright National Flood Insurance Company (“WNFIC”). WNFIC’s underwriting business consists of policies written pursuant to the National Flood Insurance Program (“NFIP”), the program administered by the Federal Emergency Management Agency (“FEMA”) to which premiums and underwriting exposure are ceded, and excess flood policies which are fully reinsured in the private market. The Company also operates two capitalized captive insurance facilities (the "Captives") for the purpose of facilitating additional underwriting capacity, generating incremental revenues and participating in underwriting results.
NOTE 2 Basis of Financial Reporting
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" which requires disclosure of specific information about certain costs and expenses in the notes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.
On December 14, 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." This ASU improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.
Recently Adopted Accounting Standards
In November 2023, the FASB issued , "Improvements to Reportable Segment Disclosures." This ASU requires additional reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the ASU enhances interim disclosure requirements effectively making the current annual requirements a requirement for interim reporting. The Company
10
Income Taxes
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and other implemented through 2027. The Company is currently assessing its impact on the Condensed Consolidated Financial Statements.
NOTE 3 Revenues
The following tables present the revenues disaggregated by revenue source:
|
|
Three months ended June 30, 2025 |
|
|||||||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Other (8) |
|
|
Total |
|
|||||
Base commissions (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Fees (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other supplemental commissions (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Profit-sharing contingent commissions (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earned premium (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income, net (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Three months ended June 30, 2024 |
|
|||||||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Other (8) |
|
|
Total |
|
|||||
Base commissions (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Fees (2) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other supplemental commissions (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Profit-sharing contingent commissions (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earned premium (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income, net (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Six months ended June 30, 2025 |
|
|||||||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Other (8) |
|
|
Total |
|
|||||
Base commissions (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Fees (2) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other supplemental commissions (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Profit-sharing contingent commissions (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earned premium (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income, net (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Six months ended June 30, 2024 |
|
|||||||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Other (8) |
|
|
Total |
|
|||||
Base commissions (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Fees (2) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other supplemental commissions (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Profit-sharing contingent commissions (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earned premium (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income, net (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
11
The following table presents the revenues disaggregated by geographic area where our services are being performed:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.K. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract Assets and Liabilities
The balances of contract assets and contract liabilities arising from contracts with customers as of June 30, 2025 and December 31, 2024 were as follows:
(in millions) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Contract assets |
|
$ |
|
|
$ |
|
||
Contract liabilities |
|
$ |
|
|
$ |
|
||
Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in the Company's systems and are reflected in commissions, fees and other receivables in the Company's Condensed Consolidated Balance Sheets. The increase in contract assets over the balance as of December 31, 2024 is due to normal seasonality, growth in the business and from businesses acquired in the current year.
Deferred revenue (contract liabilities) relates to payments received in advance of performance under the contract before the transfer of a good or service to the customer. Deferred revenue is reflected within accrued expenses and other liabilities for those to be recognized in less than twelve months and in other liabilities for those to be recognized more than twelve months from the date presented in the Company's Condensed Consolidated Balance Sheets.
As of June 30, 2025, deferred revenue totaled $
During the six months ended June 30, 2025 and 2024, the net amount of revenue recognized related to performance obligations satisfied in a previous period was $
12
Other Assets and Deferred Cost
Incremental cost to obtain - The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a
Cost to fulfill - The Company defers certain costs to fulfill contracts and recognizes these costs as the associated performance obligations are fulfilled. The cost to fulfill balance within the other current assets caption in the Company's Condensed Consolidated Balance Sheets was $
13
NOTE 4 Net Income Per Share
Basic net income per share is computed based on the weighted average number of common shares (including participating securities) issued and outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares issued and outstanding plus equivalent shares, assuming the issuance of all potentially issuable common shares. The dilutive effect of potentially issuable common shares is computed by application of the treasury stock method.
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions, except per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income attributable to the Company |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income attributable to unvested awarded performance stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income attributable to common shares |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average number of common shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less unvested awarded performance stock included in weighted |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Weighted average number of common shares outstanding for basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of potentially issuable common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 5 Business Combinations
During the six months ended June 30, 2025, Brown & Brown acquired all of the stock of
On June 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among RSC, the Company, Encore Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Kelso RSC (Investor), L.P., a Delaware limited partnership, solely in its capacity as the equityholder representative, pursuant to which the Company will acquire RSC, the holding company for Accession Risk Management Group, Inc., a North American insurance distribution platform with a family of specialty insurance and risk management companies, including Risk Strategies, a dynamic specialty brokerage firm, and One80 Intermediaries, a leading insurance wholesaler and program manager. The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions and regulatory approvals. The aggregate purchase price is $
The recorded purchase price for all acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations are recorded in the Condensed Consolidated Statements of Income when incurred. The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements.
Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805.
For the six months ended June 30, 2025, adjustments were made within the permitted measurement period, which increased total net assets acquired by $
14
The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired through the six months ended June 30, 2025 as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.
(in millions) |
|
NBS Insurance Agency |
|
|
Tim Parkman, Inc. |
|
|
Other (1) |
|
|
Total |
|
||||
Business Segment |
|
Wholesale |
|
|
Wholesale |
|
|
Various |
|
|
|
|
||||
Effective date of acquisition |
|
March 1, 2025 |
|
|
May 1, 2025 |
|
|
Various |
|
|
|
|
||||
Cash paid |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recorded earn-out payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consideration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Maximum potential earn-out payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allocation of purchase price: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiduciary cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiduciary receivables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchased customer accounts and other intangibles (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiduciary liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other current liabilities |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Other long-term liabilities |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total liabilities assumed |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the acquisitions completed during 2025, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues and income before income taxes from acquisitions completed through June 30, 2025 included in the Condensed Consolidated Statement of Income for the six months ended June 30, 2025 were $
If the Company's 2025 acquisitions had occurred as of the beginning of 2024, the estimated results of operations would be as shown in the following table.
(UNAUDITED) |
|
For the six months ended June 30, |
|
|||||
(in millions, except per share data) |
|
2025 |
|
|
2024 |
|
||
Total revenues |
|
$ |
|
|
$ |
|
||
Net income |
|
$ |
|
|
$ |
|
||
Net income per share: |
|
|
|
|
|
|
||
Basic |
|
$ |
|
|
$ |
|
||
Diluted |
|
$ |
|
|
$ |
|
||
15
Acquisition Earn-Out Payables
As of June 30, 2025 and 2024, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820 - Fair Value Measurement.
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance as of the beginning of the period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Additions to estimated acquisition earn-out payables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Payments for estimated acquisition earn-out payables |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in earnings from estimated acquisition earn-out payables: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value on estimated acquisition earn-out payables |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Interest expense accretion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in earnings from estimated acquisition earn-out payables |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Foreign currency translation adjustments during the year |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Balance as of June 30, |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Of the $
NOTE 6 Goodwill
The changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2025 are as follows:
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Total |
|
||||
Balance as of December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Goodwill of acquired businesses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill adjustments during measurement period (1) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Goodwill disposed of relating to sales of businesses |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Foreign currency translation adjustments during the year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 7 Amortizable Intangible Assets
Amortizable intangible assets consisted of the following:
|
|
June 30, 2025 |
December 31, 2024 |
|
||||||||||||||||||||
(in millions) |
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Purchased customer accounts and other |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Foreign currency translation adjustments during the year |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Amortization expense for intangible assets for the years ending December 31, 2025, 2026, 2027, 2028 and 2029 is estimated to be $
16
NOTE 8 Long-Term Debt
Long-term debt consisted of the following:
(in millions) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Current portion of long-term debt: |
|
|
|
|
|
|
||
Current portion of |
|
$ |
|
|
$ |
|
||
Current portion of |
|
|
|
|
|
|
||
Current portion of |
|
|
|
|
|
|
||
Total current portion of long-term debt |
|
|
|
|
|
|
||
Long-term debt: |
|
|
|
|
|
|
||
Note agreements: |
|
|
|
|
|
|
||
|
|
|
|
|
— |
|
||
|
|
|
|
|
— |
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
— |
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
— |
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
— |
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
— |
|
||
Total notes |
|
|
|
|
|
|
||
Credit agreements: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Total credit agreements |
|
|
|
|
|
|
||
Unamortized portion of debt discounts related to note agreements (contra) |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs (contra) |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, less unamortized discount and debt issuance costs |
|
|
|
|
|
|
||
Current portion of long-term debt |
|
|
|
|
|
|
||
Total debt |
|
$ |
|
|
$ |
|
||
Note agreements: On June 11, 2025, the Company entered into an Underwriting Agreement (the “Notes Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Notes Underwriters”), with respect to the offer and sale by the Company of $
The Company maintains notes from other issuances aggregating to a total outstanding debt balance of $
Credit agreements: On March 31, 2025, the Company repaid the outstanding balance on the 3-year term loan facility of $
17
The Company has credit agreements that include term loans and a Revolving Credit Facility of $
The Company is required to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of June 30, 2025 and December 31, 2024.
At June 30, 2025, the Rate for the term loan due October 2026 and the term loan due March 2027 was
Fair value information about financial instruments not measured at fair value
The following table presents liabilities that are not measured at fair value on a recurring basis:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
(in millions) |
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The carrying value of the Company's borrowings under various credit agreements approximates its fair value due to the variable interest rate based upon adjusted SOFR. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company’s intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments, as their values are measured by using observable inputs, other than quoted prices in active markets.
NOTE 9 Leases
Substantially all of the Company's operating lease right-of-use assets and operating lease liabilities represent real estate leases for office space used to conduct the Company's business that expire on various dates through
The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheets is as follows:
(in millions) |
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Assets: |
|
|
|
|
|
|
|
||
Operating lease right-of-use assets |
Operating lease assets |
|
$ |
|
|
$ |
|
||
Total assets |
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
|
||
Accrued expenses and other liabilities |
|
|
|
|
|
|
|||
Non-current operating lease liabilities |
Operating lease liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
$ |
|
|
$ |
|
||
The components of lease cost for operating leases were as follows:
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating leases: |
|
|
|
|
|
|
|
|
|
|
|
||||
Lease cost |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
||||
Sublease income |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total lease cost net |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
18
The weighted average remaining lease term and the weighted average discount rate for operating leases as of June 30, 2025 were:
Weighted average remaining lease term in years |
|
|
|
|
Weighted average discount rate |
|
|
% |
Maturities of the operating lease liabilities by fiscal year at June 30, 2025 for the Company's operating leases are as follows:
(in millions) |
|
Operating leases |
|
|
2025 (Remainder) |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total undiscounted lease payments |
|
|
|
|
Less: imputed interest |
|
|
|
|
Present value of lease payments |
|
$ |
|
|
Supplemental cash flow information for operating leases is as follows:
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cash paid for amounts included in measurement of liabilities |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating cash flows from operating leases |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Right-of-use assets obtained in exchange for new operating liabilities |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 10 Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities
During the six months ended June 30, 2025, the Company had an impact of $
Cash paid during the period for interest and income taxes are summarized as follows:
|
|
Six months ended June 30, |
|
|||||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Cash paid during the period for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
Income taxes, net of refunds |
|
$ |
|
|
$ |
|
||
During 2024, the Company accrued for and deferred approximately $
During the six months ended June 30, 2024, the Company paid $
Significant non-cash investing and financing activities are summarized as follows:
|
|
Six months ended June 30, |
|
|||||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Other payables issued for agency acquisitions and purchased customer accounts |
|
$ |
|
|
$ |
|
||
Estimated acquisition earn-out payables issued for agency acquisitions |
|
$ |
|
|
$ |
|
||
19
The Company's restricted cash balance is composed of funds held in separate premium trust accounts as required by state law or, in some cases, by agreement with carrier partners. The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of June 30, 2025 and 2024.
(in millions) |
|
June 30, |
|
|
December 31, |
|
||
Table to reconcile restricted and non-restricted fiduciary cash |
|
|
|
|
|
|
||
Restricted fiduciary cash |
|
$ |
|
|
$ |
|
||
Non-restricted fiduciary cash |
|
|
|
|
|
|
||
Total restricted and non-restricted fiduciary cash at the end of the period |
|
$ |
|
|
$ |
|
||
|
|
Balance as of June 30, |
|
|||||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Table to reconcile cash and cash equivalents inclusive of fiduciary cash |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Fiduciary cash |
|
|
|
|
|
|
||
Total cash and cash equivalents inclusive of restricted cash at the end of the period |
|
$ |
|
|
$ |
|
||
NOTE 11 Legal and Regulatory Proceedings
The Company is involved in numerous pending or threatened proceedings by or against Brown & Brown, Inc. or one or more of its subsidiaries that arise in the ordinary course of business. The damages that may be claimed against the Company in these various proceedings are in some cases substantial, including in certain instances claims for punitive or extraordinary damages. Some of these claims and lawsuits have been resolved; others are in the process of being resolved and others are still in the investigation or discovery phase. The Company will continue to respond appropriately to these claims and lawsuits and vigorously protect its interests.
The Company continues to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based upon the AM Best Company ratings of these third-party insurers and other factors, management does not believe there is a substantial risk of an insurer’s material non-performance related to any current insured claims.
On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows.
NOTE 12 Segment Information
Brown & Brown’s business is divided into
Brown & Brown conducts most of its operations within the U.S. International operations include retail operations based in Bermuda, Canada, Cayman Islands, the Netherlands, Republic of Ireland and the United Kingdom; programs operations in Canada, France, Germany, Hong Kong, Italy, Malaysia, the Netherlands, Singapore, United Arab Emirates and the United Kingdom; and wholesale brokerage operations based in Belgium, Hong Kong, Italy and the United Kingdom. These international operations earned $
20
The Company's chief operating decision maker (""), the president and chief executive officer, regularly receives information regarding total revenue, income before income taxes and earnings before interest, income taxes, depreciation, amortization and change in estimated acquisition earn-out payables ("EBITDAC"). The metrics are used to review operating trends, to perform analytical comparisons between periods and to monitor budget to actual variances. The Company's CODM does not use segment assets to make resource allocation decisions; and therefore, segment assets have not been presented.
Summarized financial information concerning the Company’s reportable segments is shown in the following tables.
|
|
Three months ended June 30, 2025 |
|
|||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Total |
|
||||
Total segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Less: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain)/loss on disposal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in estimated acquisition earn-out payables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Consolidated Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
|
|
Three months ended June 30, 2024 |
|
|||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Total |
|
||||
Total segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Less: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain)/loss on disposal |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in estimated acquisition earn-out payables |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Segment Income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Consolidated Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
(1) "Other" includes any income and expenses not allocated to reportable segments and corporate-related items.
(2) Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
21
|
|
Six months ended June 30, 2025 |
|
|||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Total |
|
||||
Total segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Less: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain)/loss on disposal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in estimated acquisition earn-out payables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Consolidated Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
|
|
Six months ended June 30, 2024 |
|
|||||||||||||
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Total |
|
||||
Total segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Less: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain)/loss on disposal |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in estimated acquisition earn-out payables |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Segment Income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reconciliation of income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Consolidated Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
(1) "Other" includes any income and expenses not allocated to reportable segments and corporate-related items.
(2) Significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
22
NOTE 13 Insurance Company Subsidiary Operations
The National Flood Insurance Program is a program administered by FEMA whereby the Company sells and services NFIP flood insurance policies on behalf of FEMA and receives fees for its services. Congressional authorization for the NFIP is periodically evaluated and may be subject to potential government shutdowns. The Company sells excess flood policies which are
|
|
Six months ended June 30, 2025 |
|
|||||
(in millions) |
|
Written |
|
|
Earned |
|
||
Direct premiums - WNFIC |
|
$ |
|
|
$ |
|
||
Ceded premiums - WNFIC |
|
|
( |
) |
|
|
( |
) |
Net premiums - WNFIC |
|
|
— |
|
|
|
— |
|
Assumed premiums - Quota share captive and excess of loss layer captive |
|
|
|
|
|
|
||
Ceded premiums - Quota share captive |
|
|
( |
) |
|
|
( |
) |
Net premiums - Quota share captive and excess of loss layer captive |
|
|
|
|
|
|
||
Net premiums - Total |
|
$ |
|
|
$ |
|
||
All premiums written by the Company under NFIP are
As of June 30, 2025 the Condensed Consolidated Balance Sheets contained reinsurance recoverable of $
WNFIC maintains capital in excess of the minimum statutory amount of $
In December 2021, the initial funding to capitalize the quota share Captive was $
The excess of loss layer Captive was renewed in June 2025 with underlying reinsurance treaties effective from June 1, 2025 through May 31, 2026. This Captive’s maximum aggregate annual underwriting exposure is $
23
NOTE 14 Shareholders’ Equity
Under the authorization from the Company’s Board of Directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $
The Company has outstanding approval to purchase up to approximately $
During the first quarter, the Company paid a dividend of $
On June 10, 2025, the Company entered into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Common Stock Underwriters”), with respect to the offer and sale by the Company of
Additionally, as part of the consideration for the acquisition of Accession, the Company intends to issue approximately $
On
24
ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion updates the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the two discussions should be read together.
GENERAL
Company Overview — Second Quarter of 2025
The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related Notes to those Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, which are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). In addition, please see “Information Regarding Non-GAAP Financial Measures” below concerning important information on non-GAAP financial measures contained in our discussion and analysis.
We are a diversified insurance agency, wholesale brokerage, insurance programs and service organization headquartered in Daytona Beach, Florida. As an insurance intermediary, our principal sources of revenue are commissions paid by insurance companies and, to a lesser extent, fees paid directly by customers. Commission revenues generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, sales or payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control. We also participate in capitalized captive insurance facilities (the "Captives") for the purpose of having additional capacity to place coverage, drive additional revenues and to participate in underwriting results. The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain of our MGUs and limit the Company's exposure to claims expenses through reinsurance or by only participating in certain tranches of the underwriting.
The volume of business from new and existing customers, fluctuations in insurable exposure units, changes in premium rate levels, changes in general economic and competitive conditions, a reduction of purchased limits, or the occurrence of catastrophic weather events all affect our revenues. For example, higher levels of inflation, an increase in the value of insurable exposure units or a general decline in economic activity, could increase or decrease the value of insurable exposure units. Conversely, increasing costs of litigation settlements and awards could cause some customers to seek higher levels of insurance coverage. Historically, we have grown our revenues as a result of our focus on new business, customer retention and acquisitions. We foster a strong, decentralized sales and service culture, which enables responsiveness to changing business conditions and drives accountability for results.
The term “core commissions and fees” excludes profit-sharing contingent commissions, and therefore, it represents the revenues earned directly from specific insurance policies sold, and specific fee-based services rendered. The net change in core commissions and fees reflects the aggregate changes attributable to: (i) net new and lost accounts; (ii) net changes in our customers’ exposure units, deductibles or insured limits; (iii) net changes in insurance premium rates or the commission rate paid to us by our carrier partners; (iv) the net change in fees paid to us by our customers and (v) any businesses acquired or disposed of.
We also earn profit-sharing contingent commissions, 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 year, based upon the aforementioned considerations for the prior year(s), 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, profit-sharing contingent commissions have averaged approximately 3.6% of commissions and fee revenues.
Fee revenues primarily relate to services other than securing coverage for our customers, and for fees negotiated in lieu of commissions. Fee revenues are generated by: (i) our Programs and Wholesale Brokerage segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance carriers and (ii) our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, in our F&I businesses where we earn fees for assisting our customers with creating and selling warranty and service risk management programs and fees for Medicare Set-aside services, Social Security disability services and Medicare benefits advocacy services. Fee revenues as a percentage of our total commissions and fees, represented 21.1% in 2024 and 23.9% in 2023.
For the three months ended June 30, 2025, our total commissions and fees growth rate was 8.2%, and our consolidated Organic Revenue growth rate was 3.6%.
Historically, investment and other income has consisted primarily of interest earnings on operating cash and where permitted, on premiums collected and held in a fiduciary capacity before being remitted to insurance companies. Our policy as it relates to the Company’s capital is to invest available funds in high-quality, short-term money-market funds and fixed income investment securities. Investment income also includes gains and losses realized from the sale of investments. Other income primarily reflects other miscellaneous revenues.
Income before income taxes for the three months ended June 30, 2025 decreased from the second quarter of 2024 by $35 million or 10.1%, due to the gain on disposal recorded in the second quarter of 2024 related to the sale of certain third-party claims administration and
25
adjusting services businesses and Acquisition/Integration Costs associated with the pending acquisition of Accession, partially offset by Organic Revenue growth, leveraging our expense base, net new business and acquisitions completed in the past twelve months.
Information Regarding Non-GAAP Financial Measures
In the discussion and analysis of our results of operations, in addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), we provide references to the following non-GAAP financial measures as defined in Regulation G of the SEC rules: Organic Revenue, EBITDAC, EBITDAC Margin, EBITDAC - Adjusted and EBITDAC Margin - Adjusted. We present these measures because we believe such information is of interest to the investment community. We believe they provide additional meaningful methods to evaluate the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability, that we believe are not indicative of ongoing performance and that are not easily comparable from period to period. This non-GAAP financial information should be considered in addition to, not in lieu of, the Company’s consolidated income statements and balance sheets as of the relevant date. Consistent with Regulation G, a description of such information is provided below and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Quarterly Report on Form 10-Q under “Results of Operations - Segment Information.”
We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our three segments, because they allow us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future. We also view EBITDAC, EBITDAC - Adjusted, EBITDAC Margin and EBITDAC Margin - Adjusted as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner. As disclosed in our most recent proxy statement, we use Organic Revenue growth, and EBITDAC Margin - Adjusted as key performance metrics for our short-term and long-term incentive compensation plans for executive officers and other key employees.
Non-GAAP Revenue Measures
Non-GAAP Earnings Measures
Definitions Related to Certain Components of Non-GAAP Measures
26
Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments and; therefore, comparability may be limited. This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company's Condensed Consolidated Financial Statements.
Acquisitions
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 2025, we acquired 702 insurance intermediary operations.
Critical Accounting Policies
We have had no changes to our Critical Accounting Policies as described in our most recent Form 10-K for the year ended December 31, 2024. We believe that of our significant accounting and reporting policies, the more critical policies include our accounting for revenue recognition, business combinations and purchase price allocations, intangible asset impairments, non-cash stock-based compensation and reserves for litigation. In particular, the accounting for these areas is subject to uncertainty, because it requires significant use of judgment to be made by management. Different assumptions in the application of these policies could result in material changes in our consolidated financial position or consolidated results of operations. Refer to Note 1 in the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2024 for details regarding our critical and significant accounting policies.
27
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
The following discussion and analysis regarding results of operations and liquidity and capital resources should be considered in conjunction with the accompanying Condensed Consolidated Financial Statements and related Notes.
Financial information relating to our condensed consolidated financial results is as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||||||||||
(in millions, except percentages) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Core commissions and fees |
|
$ |
1,204 |
|
|
$ |
1,118 |
|
|
|
7.7 |
% |
|
$ |
2,546 |
|
|
$ |
2,308 |
|
|
|
10.3 |
% |
Profit-sharing contingent commissions |
|
|
45 |
|
|
|
36 |
|
|
|
25.0 |
% |
|
|
88 |
|
|
|
82 |
|
|
|
7.3 |
% |
Investment and other income |
|
|
36 |
|
|
|
24 |
|
|
|
50.0 |
% |
|
|
55 |
|
|
|
45 |
|
|
|
22.2 |
% |
Total revenues |
|
|
1,285 |
|
|
|
1,178 |
|
|
|
9.1 |
% |
|
|
2,689 |
|
|
|
2,435 |
|
|
|
10.4 |
% |
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee compensation and benefits |
|
|
640 |
|
|
|
585 |
|
|
|
9.4 |
% |
|
|
1,323 |
|
|
|
1,216 |
|
|
|
8.8 |
% |
Other operating expenses |
|
|
211 |
|
|
|
173 |
|
|
|
22.0 |
% |
|
|
398 |
|
|
|
334 |
|
|
|
19.2 |
% |
(Gain)/loss on disposal |
|
|
— |
|
|
|
(31 |
) |
|
|
(100.0 |
)% |
|
|
1 |
|
|
|
(29 |
) |
|
|
(103.4 |
)% |
Amortization |
|
|
50 |
|
|
|
44 |
|
|
|
13.6 |
% |
|
|
103 |
|
|
|
86 |
|
|
|
19.8 |
% |
Depreciation |
|
|
11 |
|
|
|
11 |
|
|
|
— |
% |
|
|
23 |
|
|
|
21 |
|
|
|
9.5 |
% |
Interest |
|
|
51 |
|
|
|
49 |
|
|
|
4.1 |
% |
|
|
96 |
|
|
|
97 |
|
|
|
(1.0 |
)% |
Change in estimated acquisition |
|
|
11 |
|
|
|
1 |
|
|
NMF |
|
|
|
7 |
|
|
|
(2 |
) |
|
NMF |
|
||
Total expenses |
|
|
974 |
|
|
|
832 |
|
|
|
17.1 |
% |
|
|
1,951 |
|
|
|
1,723 |
|
|
|
13.2 |
% |
Income before income taxes |
|
|
311 |
|
|
|
346 |
|
|
|
(10.1 |
)% |
|
|
738 |
|
|
|
712 |
|
|
|
3.7 |
% |
Income taxes |
|
|
77 |
|
|
|
87 |
|
|
|
(11.5 |
)% |
|
|
169 |
|
|
|
159 |
|
|
|
6.3 |
% |
Net income before non-controlling interests |
|
|
234 |
|
|
|
259 |
|
|
|
(9.7 |
)% |
|
|
569 |
|
|
|
553 |
|
|
|
|
|
Less: Net income attributable to non-controlling interests |
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
6 |
|
|
|
3 |
|
|
|
|
||
Net income attributable to the Company |
|
$ |
231 |
|
|
$ |
257 |
|
|
|
(10.1 |
)% |
|
$ |
563 |
|
|
$ |
550 |
|
|
|
2.4 |
% |
Income Before Income Taxes |
|
|
24.2 |
% |
|
|
29.4 |
% |
|
|
|
|
|
27.4 |
% |
|
|
29.2 |
% |
|
|
|
||
EBITDAC - Adjusted (2) |
|
$ |
471 |
|
|
$ |
420 |
|
|
|
12.1 |
% |
|
$ |
1,005 |
|
|
$ |
885 |
|
|
|
13.6 |
% |
EBITDAC Margin - Adjusted (2) |
|
|
36.7 |
% |
|
|
35.7 |
% |
|
|
|
|
|
37.4 |
% |
|
|
36.3 |
% |
|
|
|
||
Organic Revenue growth rate (2) |
|
|
3.6 |
% |
|
|
10.0 |
% |
|
|
|
|
|
5.1 |
% |
|
|
9.3 |
% |
|
|
|
||
Employee compensation and benefits |
|
|
49.8 |
% |
|
|
49.7 |
% |
|
|
|
|
|
49.2 |
% |
|
|
49.9 |
% |
|
|
|
||
Other operating expenses relative |
|
|
16.4 |
% |
|
|
14.7 |
% |
|
|
|
|
|
14.8 |
% |
|
|
13.7 |
% |
|
|
|
||
(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
NMF = Not a meaningful figure
Commissions and Fees
Commissions and fees, including profit-sharing contingent commissions and earned premiums, for the three months ended June 30, 2025 increased $95 million to $1,249 million, or 8.2%, over the same period in 2024. Core commissions and fees revenue for the second quarter of 2025 increased $86 million or 7.7%, composed of: (i) approximately $40 million of net new and renewal business, which reflects an Organic Revenue growth rate of 3.6%; (ii) $42 million from acquisitions that had no comparable revenues in the same period of 2024; (iii) an increase from the impact of Foreign Currency Translation of $8 million and an offsetting decrease from (iv) $4 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months. Profit-sharing contingent commissions for the second quarter of 2025 increased by $9 million, or 25%, compared to the same period in 2024. This increase was driven primarily by (i) improved underwriting results and qualifying for certain profit-sharing contingent commissions that we did not qualify for in the prior year and (ii) recent acquisitions.
28
Commissions and fees, including profit-sharing contingent commissions and earned premiums, for the six months ended June 30, 2025, increased $244 million to $2,634 million, or 10.2%, over the same period in 2024. Core commissions and fees revenue for the six months ended June 30, 2025 increased $238 million or 10.3%, composed of: (i) approximately $118 million of net new and renewal business, which reflects an Organic Revenue growth rate of 5.1%; (ii) $121 million from acquisitions that had no comparable revenues in the same period of 2024; (iii) an increase from the impact of Foreign Currency Translation of $6 million and (iv) an offsetting decrease of $7 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months. Profit-sharing contingent commissions for the six months ended June 30, 2025 increased by $6 million, or 7.3%, compared to the same period in 2024. This increase was driven primarily by (i) improved underwriting results and qualifying for certain profit-sharing contingent commissions that we did not qualify for in the prior year and (ii) recent acquisitions.
Investment and Other Income
Investment and other income for the three months ended June 30, 2025 increased $12 million from the same period in 2024. Investment income for the six months ended June 30, 2025 increased $10 million, from the same period in 2024. The increase was primarily driven by approximately $13 million of interest income generated by the proceeds received in June 2025 from our follow-on common stock offering and senior notes issuance in connection with the pending acquisition of Accession, which was partially offset by lower average interest rates as compared to the prior year.
Employee Compensation and Benefits
Employee compensation and benefits expense as a percentage of total revenues was 49.8% for the three months ended June 30, 2025 as compared to 49.7% for the three months ended June 30, 2024, an increase of 9.4%, or $55 million. This increase included $21 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2024. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2025 and 2024 increased by $34 million. This underlying employee compensation and benefits expense increase was primarily related to: (i) an increase in staff costs attributable to new hires; (ii) the increased cost of health insurance; (iii) an increase in producer compensation associated with revenue growth; and (iv) the year-over-year increase of approximately $14 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.
Employee compensation and benefits expense as a percentage of total revenues was 49.2% for the six months ended June 30, 2025 as compared to 49.9% for the six months ended June 30, 2024, and increased 8.8%, or $107 million. This increase included $54 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2024. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2025 and 2024 increased by $53 million. This underlying employee compensation and benefits expense increase was primarily related to: (i) an increase in staff costs attributable to new hires; (ii) the increased cost of health insurance; and (iii) an increase in producer compensation associated with revenue growth.
Other Operating Expenses
Other operating expenses represented 16.4% of total revenues for the second quarter of 2025, as compared to 14.7% for the second quarter of 2024. Other operating expenses for the second quarter of 2025 increased $38 million, or 22.0%, from the same period of 2024. This change includes: (i) $9 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2024; (ii) $37 million of Acquisition/Integration Costs associated with the pending acquisition of Accession; (iii) increased information technology-related costs; and partially offset by (iv) the year-over-year decrease of approximately $14 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.
Other operating expenses represented 14.8% of total revenues for the six months ended June 30, 2025, as compared to 13.7% for the six months ended June 30, 2024. Other operating expenses for the first six months of 2025 increased $64 million, or 19.2%, from the same period of 2024. This change includes: (i) $17 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2024; (ii) $37 million of Acquisition/Integration Costs associated with the pending acquisition of Accession; and (iii) increased information technology-related costs.
(Gain)/Loss on Disposal
Gain on disposal for the second quarter of 2025 decreased $31 million from the second quarter of 2024. Gain on disposal for the six months ended June 30, 2025 decreased $30 million from the six months ended June 30, 2024. These decreases were primarily attributable to the prior year finalization of the gain associated with selling certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023. 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.
Amortization
Amortization expense for the second quarter of 2025 increased $6 million, or 13.6%, compared to the second quarter of 2024. Amortization expense for the six months ended June 30, 2025 increased $17 million, or 19.8%, compared to the six months ended June 30,
29
2024. 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.
Depreciation
Depreciation expense for the second quarter of 2025 remained flat, compared to the second quarter of 2024. Depreciation expense for the six months ended June 30, 2025 increased $2 million, or 9.5%, compared to the six months ended June 30, 2024. 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.
Interest Expense
Interest expense for the second quarter of 2025 increased $2 million, or 4.1%, compared to the second quarter of 2024. Interest expense for the six months ended June 30, 2025 decreased $1 million, or 1.0%, compared to the first six months of 2024. Underlying interest expense for both the second quarter and the six-month period ended June 30, 2025 would have decreased by excluding approximately $5 million related to the issuance and sale of notes in June 2025 in connection with the pending acquisition of Accession.
Change in Estimated Acquisition Earn-Out Payables
Accounting Standards Codification (“ASC”) Topic 805 - Business Combinations is the authoritative guidance requiring an acquirer to recognize 100% of the fair value of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase price arrangements) at the acquisition date must be included in the purchase price consideration. The recorded purchase price for acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations are required to be recorded in the Condensed Consolidated Statements of Income when incurred or reasonably estimated. Estimations of potential earn-out obligations are typically based upon future earnings of the acquired operations or entities, usually for periods ranging from one to three years.
The net charge or credit to the Consolidated Statements of Income for the period is the combination of the net change in the estimated acquisition earn-out payables liability, and the accretion of the present value discount on those liabilities.
As of June 30, 2025 and 2024, the fair values of the estimated acquisition earn-out payables were re-evaluated based upon projected operating results and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820-Fair Value Measurement. The resulting net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables were as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Change in fair value of estimated acquisition earn-out payables |
|
$ |
9 |
|
|
$ |
(2 |
) |
|
$ |
4 |
|
|
$ |
(7 |
) |
Interest expense accretion |
|
|
2 |
|
|
|
3 |
|
|
|
3 |
|
|
|
5 |
|
Net change in earnings from estimated acquisition earn-out payables |
|
$ |
11 |
|
|
$ |
1 |
|
|
$ |
7 |
|
|
$ |
(2 |
) |
For the three months and six months ended June 30, 2025, the fair value of estimated earn-out payables was re-evaluated and resulted in increases of $9 million and $4 million, respectively, which resulted in charges to the Condensed Consolidated Statements of Income.
As of June 30, 2025, estimated acquisition earn-out payables totaled $151 million, of which $63 million was recorded as accounts payable and $88 million was recorded as other non-current liabilities.
Income Taxes
The effective tax rate on income from operations for the three months ended June 30, 2025 and 2024 was 24.8% and 25.1%, respectively. The effective tax rate on income from operations for the six months ended June 30, 2025 and 2024 was 22.9% and 22.3%, respectively. The increase for the six months ended June 30, 2025 was driven primarily by the lower tax benefit associated with vesting of restricted stock awards and restricted stock units in 2025 as compared to 2024.
30
RESULTS OF OPERATIONS — SEGMENT INFORMATION
As discussed in Note 12 to the Condensed Consolidated Financial Statements, we operate three reportable segments: Retail, Programs and Wholesale Brokerage. On a segmented basis, changes in amortization, depreciation and interest expenses generally result from activity associated with acquisitions. Likewise, other income consists primarily of miscellaneous income and therefore can fluctuate between comparable periods. As such, management primarily focuses on the Organic Revenue growth rate and EBITDAC Margin when evaluating the operational efficiency of a segment.
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the three months ended June 30, 2025 and 2024, and the growth rates for Organic Revenue for the three months ended June 30, 2025, including by segment, are as follows:
2025 |
|
Retail (1) |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Total |
|
||||||||||||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||
Commissions and fees |
|
$ |
694 |
|
|
$ |
643 |
|
|
$ |
374 |
|
|
$ |
353 |
|
|
$ |
181 |
|
|
$ |
158 |
|
|
$ |
1,249 |
|
|
$ |
1,154 |
|
Total change |
|
$ |
51 |
|
|
|
|
|
$ |
21 |
|
|
|
|
|
$ |
23 |
|
|
|
|
|
$ |
95 |
|
|
|
|
||||
Total growth % |
|
|
7.9 |
% |
|
|
|
|
|
5.9 |
% |
|
|
|
|
|
14.6 |
% |
|
|
|
|
|
8.2 |
% |
|
|
|
||||
Profit-sharing contingent |
|
|
(7 |
) |
|
|
(7 |
) |
|
|
(30 |
) |
|
|
(25 |
) |
|
|
(8 |
) |
|
|
(4 |
) |
|
|
(45 |
) |
|
|
(36 |
) |
Core commissions and fees |
|
$ |
687 |
|
|
$ |
636 |
|
|
$ |
344 |
|
|
$ |
328 |
|
|
$ |
173 |
|
|
$ |
154 |
|
|
$ |
1,204 |
|
|
$ |
1,118 |
|
Acquisitions |
|
|
(29 |
) |
|
|
|
|
|
(1 |
) |
|
|
|
|
|
(12 |
) |
|
|
|
|
|
(42 |
) |
|
|
|
||||
Dispositions |
|
|
|
|
|
(3 |
) |
|
|
|
|
|
(1 |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
(4 |
) |
||||
Foreign Currency Translation |
|
|
|
|
|
6 |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
8 |
|
||||
Organic Revenue (2) |
|
$ |
658 |
|
|
$ |
639 |
|
|
$ |
343 |
|
|
$ |
328 |
|
|
$ |
161 |
|
|
$ |
155 |
|
|
$ |
1,162 |
|
|
$ |
1,122 |
|
Organic Revenue growth (2) |
|
$ |
19 |
|
|
|
|
|
$ |
15 |
|
|
|
|
|
$ |
6 |
|
|
|
|
|
$ |
40 |
|
|
|
|
||||
Organic Revenue growth rate (2) |
|
|
3.0 |
% |
|
|
|
|
|
4.6 |
% |
|
|
|
|
|
3.9 |
% |
|
|
|
|
|
3.6 |
% |
|
|
|
||||
(1) The Retail segment includes commissions and fees reported as “Other” in the Segment Information table in Note 12 of this Quarterly Report on Form 10-Q of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.
(2) A non-GAAP financial measure.
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the three months ended June 30, 2024 and 2023, including by segment, and the growth rates for Organic Revenue for the three months ended June 30, 2024, including by segment, are as follows:
2024 |
|
Retail (1) |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Total |
|
||||||||||||||||||||
(in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||||
Commissions and fees |
|
$ |
643 |
|
|
$ |
589 |
|
|
$ |
353 |
|
|
$ |
308 |
|
|
$ |
158 |
|
|
$ |
139 |
|
|
$ |
1,154 |
|
|
$ |
1,036 |
|
Total change |
|
$ |
54 |
|
|
|
|
|
$ |
45 |
|
|
|
|
|
$ |
19 |
|
|
|
|
|
$ |
118 |
|
|
|
|
||||
Total growth % |
|
|
9.2 |
% |
|
|
|
|
|
14.6 |
% |
|
|
|
|
|
13.7 |
% |
|
|
|
|
|
11.4 |
% |
|
|
|
||||
Profit-sharing contingent |
|
|
(7 |
) |
|
|
(15 |
) |
|
|
(25 |
) |
|
|
(15 |
) |
|
|
(4 |
) |
|
|
(3 |
) |
|
|
(36 |
) |
|
|
(33 |
) |
Core commissions and fees |
|
$ |
636 |
|
|
$ |
574 |
|
|
$ |
328 |
|
|
$ |
293 |
|
|
$ |
154 |
|
|
$ |
136 |
|
|
$ |
1,118 |
|
|
$ |
1,003 |
|
Acquisitions |
|
|
(21 |
) |
|
|
|
|
|
(20 |
) |
|
|
|
|
|
(3 |
) |
|
|
|
|
|
(44 |
) |
|
|
|
||||
Dispositions |
|
|
|
|
|
(2 |
) |
|
|
|
|
|
(26 |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
(28 |
) |
||||
Foreign Currency Translation |
|
|
|
|
|
1 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
1 |
|
||||
Organic Revenue (2) |
|
$ |
615 |
|
|
$ |
573 |
|
|
$ |
308 |
|
|
$ |
267 |
|
|
$ |
151 |
|
|
$ |
136 |
|
|
$ |
1,074 |
|
|
$ |
976 |
|
Organic Revenue growth (2) |
|
$ |
42 |
|
|
|
|
|
$ |
41 |
|
|
|
|
|
$ |
15 |
|
|
|
|
|
$ |
98 |
|
|
|
|
||||
Organic Revenue growth rate (2) |
|
|
7.3 |
% |
|
|
|
|
|
15.4 |
% |
|
|
|
|
|
11.0 |
% |
|
|
|
|
|
10.0 |
% |
|
|
|
||||
(1) The Retail segment includes commissions and fees reported as “Other” in the Segment Information table in Note 12 of this Quarterly Report on Form 10-Q of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.
(2) A non-GAAP financial measure.
31
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the six months ended June 30, 2025 and 2024, including by segment, and the growth rates for Organic Revenue for the six months ended June 30, 2025, including by segment, are as follows:
2025 |
|
Retail (1) |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Total |
|
||||||||||||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||
Commissions and fees |
|
$ |
1,598 |
|
|
$ |
1,446 |
|
|
$ |
697 |
|
|
$ |
645 |
|
|
$ |
339 |
|
|
$ |
299 |
|
|
$ |
2,634 |
|
|
$ |
2,390 |
|
Total change |
|
$ |
152 |
|
|
|
|
|
$ |
52 |
|
|
|
|
|
$ |
40 |
|
|
|
|
|
$ |
244 |
|
|
|
|
||||
Total growth % |
|
|
10.5 |
% |
|
|
|
|
|
8.1 |
% |
|
|
|
|
|
13.4 |
% |
|
|
|
|
|
10.2 |
% |
|
|
|
||||
Profit-sharing contingent |
|
|
(22 |
) |
|
|
(21 |
) |
|
|
(49 |
) |
|
|
(51 |
) |
|
|
(17 |
) |
|
|
(10 |
) |
|
|
(88 |
) |
|
|
(82 |
) |
Core commissions and fees |
|
$ |
1,576 |
|
|
$ |
1,425 |
|
|
$ |
648 |
|
|
$ |
594 |
|
|
$ |
322 |
|
|
$ |
289 |
|
|
$ |
2,546 |
|
|
$ |
2,308 |
|
Acquisitions |
|
|
(102 |
) |
|
|
|
|
|
(2 |
) |
|
|
|
|
|
(17 |
) |
|
|
|
|
|
(121 |
) |
|
|
|
||||
Dispositions |
|
|
|
|
|
(7 |
) |
|
|
|
|
|
(1 |
) |
|
|
|
|
|
1 |
|
|
|
|
|
|
(7 |
) |
||||
Foreign Currency Translation |
|
|
|
|
|
5 |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
6 |
|
||||
Organic Revenue (2) |
|
$ |
1,474 |
|
|
$ |
1,423 |
|
|
$ |
646 |
|
|
$ |
594 |
|
|
$ |
305 |
|
|
$ |
290 |
|
|
$ |
2,425 |
|
|
$ |
2,307 |
|
Organic Revenue growth (2) |
|
$ |
51 |
|
|
|
|
|
$ |
52 |
|
|
|
|
|
$ |
15 |
|
|
|
|
|
$ |
118 |
|
|
|
|
||||
Organic Revenue growth % (2) |
|
|
3.6 |
% |
|
|
|
|
|
8.8 |
% |
|
|
|
|
|
5.2 |
% |
|
|
|
|
|
5.1 |
% |
|
|
|
||||
(1) The Retail segment includes commissions and fees reported as “Other” in the Segment Information table in Note 12 of this Quarterly Report on Form 10-Q of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.
(2) A non-GAAP financial measure.
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the six months ended June 30, 2024 and 2023, including by segment, and the growth rates for Organic Revenue for the six months ended June 30, 2024, including by segment, are as follows:
2024 |
|
Retail (1) |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Total |
|
||||||||||||||||||||
(in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||||
Commissions and fees |
|
$ |
1,446 |
|
|
$ |
1,320 |
|
|
$ |
645 |
|
|
$ |
562 |
|
|
$ |
299 |
|
|
$ |
262 |
|
|
$ |
2,390 |
|
|
$ |
2,144 |
|
Total change |
|
$ |
126 |
|
|
|
|
|
$ |
83 |
|
|
|
|
|
$ |
37 |
|
|
|
|
|
$ |
246 |
|
|
|
|
||||
Total growth % |
|
|
9.5 |
% |
|
|
|
|
|
14.8 |
% |
|
|
|
|
|
14.1 |
% |
|
|
|
|
|
11.5 |
% |
|
|
|
||||
Profit-sharing contingent |
|
|
(21 |
) |
|
|
(30 |
) |
|
|
(51 |
) |
|
|
(23 |
) |
|
|
(10 |
) |
|
|
(7 |
) |
|
|
(82 |
) |
|
|
(60 |
) |
Core commissions and fees |
|
$ |
1,425 |
|
|
$ |
1,290 |
|
|
$ |
594 |
|
|
$ |
539 |
|
|
$ |
289 |
|
|
$ |
255 |
|
|
$ |
2,308 |
|
|
$ |
2,084 |
|
Acquisitions |
|
|
(39 |
) |
|
|
|
|
|
(40 |
) |
|
|
|
|
|
(6 |
) |
|
|
|
|
|
(85 |
) |
|
|
|
||||
Dispositions |
|
|
|
|
|
(3 |
) |
|
|
|
|
|
(51 |
) |
|
|
|
|
|
(1 |
) |
|
|
|
|
|
(55 |
) |
||||
Foreign Currency Translation |
|
|
|
|
|
4 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
5 |
|
||||
Organic Revenue (2) |
|
$ |
1,386 |
|
|
$ |
1,291 |
|
|
$ |
554 |
|
|
$ |
488 |
|
|
$ |
283 |
|
|
$ |
255 |
|
|
$ |
2,223 |
|
|
$ |
2,034 |
|
Organic Revenue growth (2) |
|
$ |
95 |
|
|
|
|
|
$ |
66 |
|
|
|
|
|
$ |
28 |
|
|
|
|
|
$ |
189 |
|
|
|
|
||||
Organic Revenue growth % (2) |
|
|
7.4 |
% |
|
|
|
|
|
13.5 |
% |
|
|
|
|
|
11.0 |
% |
|
|
|
|
|
9.3 |
% |
|
|
|
||||
(1) The Retail segment includes commissions and fees reported as “Other” in the Segment Information table in Note 12 of this Quarterly Report on Form 10-Q of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.
(2) A non-GAAP financial measure.
32
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 three months ended June 30, 2025, including by segment, is as follows:
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale |
|
|
Other |
|
|
Total |
|
|
|||||
Total Revenues |
|
$ |
697 |
|
|
$ |
381 |
|
|
$ |
182 |
|
|
$ |
25 |
|
|
$ |
1,285 |
|
|
Income before income taxes |
|
|
127 |
|
|
|
180 |
|
|
|
53 |
|
|
|
(49 |
) |
|
|
311 |
|
|
Income Before Income Taxes Margin(1) |
|
|
18.2 |
% |
|
|
47.2 |
% |
|
|
29.1 |
% |
|
NMF |
|
|
|
24.2 |
% |
|
|
Amortization |
|
|
35 |
|
|
|
12 |
|
|
|
3 |
|
|
|
— |
|
|
|
50 |
|
|
Depreciation |
|
|
6 |
|
|
|
3 |
|
|
|
1 |
|
|
|
1 |
|
|
|
11 |
|
|
Interest |
|
|
15 |
|
|
|
6 |
|
|
|
3 |
|
|
|
27 |
|
|
|
51 |
|
|
Change in estimated acquisition |
|
|
9 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
11 |
|
|
EBITDAC(2) |
|
|
192 |
|
|
|
201 |
|
|
|
62 |
|
|
|
(21 |
) |
|
|
434 |
|
|
EBITDAC Margin(2) |
|
|
27.5 |
% |
|
|
52.8 |
% |
|
|
34.1 |
% |
|
NMF |
|
|
|
33.8 |
% |
|
|
(Gain)/loss on disposal |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Acquisition/Integration Costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
37 |
|
|
|
37 |
|
|
EBITDAC - Adjusted(2) |
|
$ |
192 |
|
|
$ |
201 |
|
|
$ |
62 |
|
|
$ |
16 |
|
|
$ |
471 |
|
|
EBITDAC Margin - Adjusted(2) |
|
|
27.5 |
% |
|
|
52.8 |
% |
|
|
34.1 |
% |
|
NMF |
|
|
|
36.7 |
% |
(3) |
|
(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
(3) 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 pending acquisition of Accession.
NMF = Not a meaningful figure
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 three months ended June 30, 2024, including by segment, is as follows:
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Other |
|
|
Total |
|
|||||
Total Revenues |
|
$ |
646 |
|
|
$ |
359 |
|
|
$ |
159 |
|
|
$ |
14 |
|
|
$ |
1,178 |
|
Income before income taxes |
|
|
129 |
|
|
|
183 |
|
|
|
47 |
|
|
|
(13 |
) |
|
|
346 |
|
Income Before Income Taxes Margin(1) |
|
|
20.0 |
% |
|
|
51.0 |
% |
|
|
29.6 |
% |
|
NMF |
|
|
|
29.4 |
% |
|
Amortization |
|
|
29 |
|
|
|
12 |
|
|
|
3 |
|
|
|
— |
|
|
|
44 |
|
Depreciation |
|
|
5 |
|
|
|
4 |
|
|
|
1 |
|
|
|
1 |
|
|
|
11 |
|
Interest |
|
|
19 |
|
|
|
7 |
|
|
|
3 |
|
|
|
20 |
|
|
|
49 |
|
Change in estimated acquisition |
|
|
1 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
1 |
|
EBITDAC(2) |
|
|
183 |
|
|
|
207 |
|
|
|
53 |
|
|
|
8 |
|
|
|
451 |
|
EBITDAC Margin(2) |
|
|
28.3 |
% |
|
|
57.7 |
% |
|
|
33.3 |
% |
|
NMF |
|
|
|
38.3 |
% |
|
(Gain)/loss on disposal |
|
|
(2 |
) |
|
|
(29 |
) |
|
|
— |
|
|
|
— |
|
|
|
(31 |
) |
Acquisition/Integration Costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
EBITDAC - Adjusted(2) |
|
$ |
181 |
|
|
$ |
178 |
|
|
$ |
53 |
|
|
$ |
8 |
|
|
$ |
420 |
|
EBITDAC Margin - Adjusted(2) |
|
|
28.0 |
% |
|
|
49.6 |
% |
|
|
33.3 |
% |
|
NMF |
|
|
|
35.7 |
% |
|
(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
NMF = Not a meaningful figure
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
33
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:
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Other |
|
|
Total |
|
|
|||||
Total Revenues |
|
$ |
1,604 |
|
|
$ |
709 |
|
|
$ |
341 |
|
|
$ |
35 |
|
|
$ |
2,689 |
|
|
Income before income taxes |
|
|
411 |
|
|
|
302 |
|
|
|
97 |
|
|
|
(72 |
) |
|
|
738 |
|
|
Income Before Income Taxes Margin(1) |
|
|
25.6 |
% |
|
|
42.6 |
% |
|
|
28.4 |
% |
|
NMF |
|
|
|
27.4 |
% |
|
|
Amortization |
|
|
73 |
|
|
|
24 |
|
|
|
7 |
|
|
|
(1 |
) |
|
|
103 |
|
|
Depreciation |
|
|
12 |
|
|
|
7 |
|
|
|
1 |
|
|
|
3 |
|
|
|
23 |
|
|
Interest |
|
|
30 |
|
|
|
12 |
|
|
|
6 |
|
|
|
48 |
|
|
|
96 |
|
|
Change in estimated acquisition |
|
|
3 |
|
|
|
2 |
|
|
|
2 |
|
|
|
— |
|
|
|
7 |
|
|
EBITDAC(2) |
|
|
529 |
|
|
|
347 |
|
|
|
113 |
|
|
|
(22 |
) |
|
|
967 |
|
|
EBITDAC Margin(2) |
|
|
33.0 |
% |
|
|
48.9 |
% |
|
|
33.1 |
% |
|
NMF |
|
|
|
36.0 |
% |
|
|
(Gain)/loss on disposal |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
Acquisition/Integration Costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
37 |
|
|
|
37 |
|
|
EBITDAC - Adjusted(2) |
|
$ |
530 |
|
|
$ |
347 |
|
|
$ |
113 |
|
|
$ |
15 |
|
|
$ |
1,005 |
|
|
EBITDAC Margin - Adjusted(2) |
|
|
33.0 |
% |
|
|
48.9 |
% |
|
|
33.1 |
% |
|
NMF |
|
|
|
37.4 |
% |
(3) |
|
(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
(3) 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 pending acquisition of Accession.
NMF = Not a meaningful figure
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, 2024, including by segment, is as follows:
(in millions) |
|
Retail |
|
|
Programs |
|
|
Wholesale Brokerage |
|
|
Other |
|
|
Total |
|
|||||
Total Revenues |
|
$ |
1,452 |
|
|
$ |
657 |
|
|
$ |
301 |
|
|
$ |
25 |
|
|
$ |
2,435 |
|
Income before income taxes |
|
|
367 |
|
|
|
285 |
|
|
|
88 |
|
|
|
(28 |
) |
|
|
712 |
|
Income Before Income Taxes Margin(1) |
|
|
25.3 |
% |
|
|
43.4 |
% |
|
|
29.2 |
% |
|
NMF |
|
|
|
29.2 |
% |
|
Amortization |
|
|
58 |
|
|
|
23 |
|
|
|
6 |
|
|
|
(1 |
) |
|
|
86 |
|
Depreciation |
|
|
10 |
|
|
|
8 |
|
|
|
2 |
|
|
|
1 |
|
|
|
21 |
|
Interest |
|
|
38 |
|
|
|
16 |
|
|
|
6 |
|
|
|
37 |
|
|
|
97 |
|
Change in estimated acquisition |
|
|
— |
|
|
|
1 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
(2 |
) |
EBITDAC(2) |
|
|
473 |
|
|
|
333 |
|
|
|
99 |
|
|
|
9 |
|
|
|
914 |
|
EBITDAC Margin(2) |
|
|
32.6 |
% |
|
|
50.7 |
% |
|
|
32.9 |
% |
|
NMF |
|
|
|
37.5 |
% |
|
(Gain)/loss on disposal |
|
|
(1 |
) |
|
|
(28 |
) |
|
|
— |
|
|
|
— |
|
|
|
(29 |
) |
Acquisition/Integration Costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
EBITDAC - Adjusted(2) |
|
$ |
472 |
|
|
$ |
305 |
|
|
$ |
99 |
|
|
$ |
9 |
|
|
$ |
885 |
|
EBITDAC Margin - Adjusted(2) |
|
|
32.5 |
% |
|
|
46.4 |
% |
|
|
32.9 |
% |
|
NMF |
|
|
|
36.3 |
% |
|
(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
NMF = Not a meaningful figure
Retail Segment
The Retail segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance risk-mitigating products through our F&I businesses. Approximately 78% of the Retail segment’s commissions and fees revenue is commission based.
34
Financial information relating to our Retail segment is as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||||||||||
(in millions, except percentages) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Core commissions and fees |
|
$ |
687 |
|
|
$ |
637 |
|
|
|
7.8 |
% |
|
$ |
1,577 |
|
|
$ |
1,427 |
|
|
|
10.5 |
% |
Profit-sharing contingent commissions |
|
|
7 |
|
|
|
7 |
|
|
|
— |
% |
|
|
22 |
|
|
|
21 |
|
|
|
4.8 |
% |
Investment and other income |
|
|
3 |
|
|
|
2 |
|
|
|
50.0 |
% |
|
|
5 |
|
|
|
4 |
|
|
|
25.0 |
% |
Total revenues |
|
|
697 |
|
|
|
646 |
|
|
|
7.9 |
% |
|
|
1,604 |
|
|
|
1,452 |
|
|
|
10.5 |
% |
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee compensation and benefits |
|
|
385 |
|
|
|
355 |
|
|
|
8.5 |
% |
|
|
833 |
|
|
|
755 |
|
|
|
10.3 |
% |
Other operating expenses |
|
|
120 |
|
|
|
110 |
|
|
|
9.1 |
% |
|
|
241 |
|
|
|
225 |
|
|
|
7.1 |
% |
(Gain)/loss on disposal |
|
|
— |
|
|
|
(2 |
) |
|
|
(100.0 |
%) |
|
|
1 |
|
|
|
(1 |
) |
|
|
(200.0 |
%) |
Amortization |
|
|
35 |
|
|
|
29 |
|
|
|
20.7 |
% |
|
|
73 |
|
|
|
58 |
|
|
|
25.9 |
% |
Depreciation |
|
|
6 |
|
|
|
5 |
|
|
|
20.0 |
% |
|
|
12 |
|
|
|
10 |
|
|
|
20.0 |
% |
Interest |
|
|
15 |
|
|
|
19 |
|
|
|
(21.1 |
%) |
|
|
30 |
|
|
|
38 |
|
|
|
(21.1 |
%) |
Change in estimated acquisition |
|
|
9 |
|
|
|
1 |
|
|
NMF |
|
|
|
3 |
|
|
|
— |
|
|
NMF |
|
||
Total expenses |
|
|
570 |
|
|
|
517 |
|
|
|
10.3 |
% |
|
|
1,193 |
|
|
|
1,085 |
|
|
|
10.0 |
% |
Income before income taxes |
|
$ |
127 |
|
|
$ |
129 |
|
|
|
(1.6 |
%) |
|
$ |
411 |
|
|
$ |
367 |
|
|
|
12.0 |
% |
Income Before Income Taxes |
|
|
18.2 |
% |
|
|
20.0 |
% |
|
|
|
|
|
25.6 |
% |
|
|
25.3 |
% |
|
|
|
||
EBITDAC - Adjusted (2) |
|
$ |
192 |
|
|
$ |
181 |
|
|
|
6.1 |
% |
|
$ |
530 |
|
|
$ |
472 |
|
|
|
12.3 |
% |
EBITDAC Margin - Adjusted (2) |
|
|
27.5 |
% |
|
|
28.0 |
% |
|
|
|
|
|
33.0 |
% |
|
|
32.5 |
% |
|
|
|
||
Organic Revenue growth rate (2) |
|
|
3.0 |
% |
|
|
7.3 |
% |
|
|
|
|
|
3.6 |
% |
|
|
7.4 |
% |
|
|
|
||
Employee compensation and benefits |
|
|
55.2 |
% |
|
|
55.0 |
% |
|
|
|
|
|
51.9 |
% |
|
|
52.0 |
% |
|
|
|
||
Other operating expenses relative |
|
|
17.2 |
% |
|
|
17.0 |
% |
|
|
|
|
|
15.0 |
% |
|
|
15.5 |
% |
|
|
|
||
(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
NMF = Not a meaningful figure
The Retail segment’s total revenues for the three months ended June 30, 2025 increased 7.9%, or $51 million, as compared to the same period in 2024, to $697 million. The $50 million increase in core commissions and fees revenue was driven by: (i) approximately $29 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2024; (ii) an increase of $19 million related to net new and renewal business; (iii) an increase from the impact of Foreign Currency Translation of $6 million and (iv) an offsetting decrease of $3 million related to commissions and fees recorded in 2024 from businesses since divested. Profit-sharing contingent commissions for the second quarter of 2025 remained flat at $7 million, as compared to the same period in 2024. The Retail segment’s total commissions and fees increased by 7.8%, and the Organic Revenue growth rate was 3.0% for the second quarter of 2025. 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 and the timing of certain non-recurring revenue.
Income before income taxes for the three months ended June 30, 2025 decreased 1.6%, or $2 million, as compared to the same period in 2024, to $127 million. The primary factors driving this decrease were: (i) an increase in estimated acquisition earn-out payables, and (ii) amortization and depreciation expense growing faster than total revenues, partially offset by (iii) a decrease in intercompany interest expense and (iv) the profit associated with the net increase in revenue as described above.
EBITDAC - Adjusted for the three months ended June 30, 2025 increased 6.1%, or $11 million, as compared to the same period in 2024, to $192 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2025 decreased to 27.5% from 28.0% in the same period in 2024. The change in EBITDAC Margin - Adjusted was primarily driven by: (i) the timing of revenues and profit associated with certain recent acquisitions; and (ii) the impact of Foreign Currency Translation, which was partially offset by; (iii) leveraging our expense base.
The Retail segment’s total revenues for the six months ended June 30, 2025 increased 10.5%, or $152 million, as compared to the same period in 2024, to $1,604 million. The $150 million increase in core commissions and fees revenue was driven by: (i) approximately $102 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2024; (ii) an
35
increase of $51 million related to net new and renewal business; (iii) an increase from the impact of Foreign Currency Translation of $5 million; and (iv) an offsetting decrease of $7 million related to commissions and fees recorded in 2024 from businesses since divested. Profit-sharing contingent commissions for the six months of 2025 increased 4.8%, or $1 million, as compared to the same period in 2024, to $22 million. The Retail segment’s total commissions and fees increased by 10.4%, and the Organic Revenue growth rate was 3.6% for the first six months of 2025. The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth on renewals of existing customers. Renewal business was impacted by timing of certain nonrecurring revenue as well as rate and exposure unit growth.
Income before income taxes for the six months ended June 30, 2025 increased 12.0%, or $44 million, as compared to the same period in 2024, to $411 million. The primary factors driving this increase were: (i) a decrease in intercompany interest expense; and (ii) the profit associated with the net increase in revenue as described above, partially offset by (iii) an increase in estimated acquisition earn-out payables, and (iv) amortization and depreciation expense growing faster than total revenues.
EBITDAC - Adjusted for the six months ended June 30, 2025 increased 12.3%, or $58 million, as compared to the same period in 2024, to $530 million. EBITDAC Margin - Adjusted for the six months ended June 30, 2025 increased to 33.0% from 32.5% in the same period in 2024. The increase in EBITDAC Margin - Adjusted was primarily driven by: (i) the net increase in revenue as described above; (ii) the timing of revenues associated with recent acquisitions; and (iii) leveraging our expense base.
Programs Segment
The Programs segment manages over 60 programs supported by over 100 well-capitalized carrier partners. In most cases, the insurance carriers that support these programs have delegated underwriting and, in many instances, claims-handling authority to our programs operations. These programs are generally distributed through a nationwide network of independent agents and Brown & Brown retail agents, and offer targeted products and services designed for specific industries, trade groups, professions, public entities and market niches. This segment also operates our write-your-own flood insurance carrier, WNFIC and operates two Captives. WNFIC’s underwriting business consists of policies written on behalf of and fully ceded to the NFIP, as well as excess flood policies, which are fully reinsured in the private market. The Captives provide additional underwriting capacity that enable growth in core commissions and fees, and allow us to participate in underwriting results with limited exposure to claims expenses. The Company has traditionally participated in underwriting profits through profit-sharing contingent commissions. These Captives give us another way to continue to participate in underwriting results while limiting exposure to claims expenses. The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain of our MGUs. The Captives limit the Company's exposure to claims expenses either through reinsurance or by participating in limited tranches of the underwriting risk.
The Programs segment operations can be grouped into five broad categories: Professional Programs, Personal Lines Programs, Commercial Programs, Public Entity-Related Programs and Specialty Programs. Approximately 80% of the Programs segment’s commissions and fees revenue is commission based.
36
Financial information relating to our Programs segment is as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||||||||||
(in millions, except percentages) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Core commissions and fees |
|
$ |
344 |
|
|
$ |
328 |
|
|
|
4.9 |
% |
|
$ |
648 |
|
|
$ |
594 |
|
|
|
9.1 |
% |
Profit-sharing contingent commissions |
|
|
30 |
|
|
|
25 |
|
|
|
20.0 |
% |
|
|
49 |
|
|
|
51 |
|
|
|
(3.9 |
)% |
Investment and other income |
|
|
7 |
|
|
|
6 |
|
|
|
16.7 |
% |
|
|
12 |
|
|
|
12 |
|
|
|
— |
% |
Total revenues |
|
|
381 |
|
|
|
359 |
|
|
|
6.1 |
% |
|
|
709 |
|
|
|
657 |
|
|
|
7.9 |
% |
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee compensation and benefits |
|
|
109 |
|
|
|
111 |
|
|
|
(1.8 |
)% |
|
|
222 |
|
|
|
219 |
|
|
|
1.4 |
% |
Other operating expenses |
|
|
71 |
|
|
|
70 |
|
|
|
1.4 |
% |
|
|
140 |
|
|
|
133 |
|
|
|
5.3 |
% |
(Gain)/loss on disposal |
|
|
— |
|
|
|
(29 |
) |
|
|
(100.0 |
)% |
|
|
- |
|
|
|
(28 |
) |
|
|
(100.0 |
)% |
Amortization |
|
|
12 |
|
|
|
12 |
|
|
|
— |
% |
|
|
24 |
|
|
|
23 |
|
|
|
4.3 |
% |
Depreciation |
|
|
3 |
|
|
|
4 |
|
|
|
(25.0 |
)% |
|
|
7 |
|
|
|
8 |
|
|
|
(12.5 |
)% |
Interest |
|
|
6 |
|
|
|
7 |
|
|
|
(14.3 |
)% |
|
|
12 |
|
|
|
16 |
|
|
|
(25.0 |
)% |
Change in estimated acquisition |
|
|
— |
|
|
|
1 |
|
|
|
(100.0 |
)% |
|
|
2 |
|
|
|
1 |
|
|
|
100.0 |
% |
Total expenses |
|
|
201 |
|
|
|
176 |
|
|
|
14.2 |
% |
|
|
407 |
|
|
|
372 |
|
|
|
9.4 |
% |
Income before income taxes |
|
$ |
180 |
|
|
$ |
183 |
|
|
|
(1.6 |
)% |
|
$ |
302 |
|
|
$ |
285 |
|
|
|
6.0 |
% |
Income Before Income Taxes |
|
|
47.2 |
% |
|
|
51.0 |
% |
|
|
|
|
|
42.6 |
% |
|
|
43.4 |
% |
|
|
|
||
EBITDAC - Adjusted (2) |
|
$ |
201 |
|
|
$ |
178 |
|
|
|
12.9 |
% |
|
$ |
347 |
|
|
$ |
305 |
|
|
|
13.8 |
% |
EBITDAC Margin - Adjusted (2) |
|
|
52.8 |
% |
|
|
49.6 |
% |
|
|
|
|
|
48.9 |
% |
|
|
46.4 |
% |
|
|
|
||
Organic Revenue growth rate (2) |
|
|
4.6 |
% |
|
|
15.4 |
% |
|
|
|
|
|
8.8 |
% |
|
|
13.5 |
% |
|
|
|
||
Employee compensation and benefits |
|
|
28.6 |
% |
|
|
30.9 |
% |
|
|
|
|
|
31.3 |
% |
|
|
33.3 |
% |
|
|
|
||
Other operating expenses relative |
|
|
18.6 |
% |
|
|
19.5 |
% |
|
|
|
|
|
19.7 |
% |
|
|
20.2 |
% |
|
|
|
||
(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
NMF = Not a meaningful figure
The Programs segment’s total revenues for the three months ended June 30, 2025 increased 6.1%, or $22 million, as compared to the same period in 2024, to $381 million. The $16 million increased in core commissions and fees revenue was driven by: (i) approximately $1 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2024; and (ii) approximately $15 million of net new business, renewal business, and fee revenues. Profit-sharing contingent commissions for the second quarter of 2025 increased approximately $5 million as compared to the second quarter of 2024. This increase is a result of increased premiums and favorable loss ratios.
The Programs segment’s total commissions and fees increased by 5.9%, and the Organic Revenue growth rate was 4.6% for the three months ended June 30, 2025. The Organic Revenue growth was driven by good retention, net new business, and exposure unit expansion, but was partially offset by declining rates on catastrophe CAT property and a growth incentive received in 2024.
Income before income taxes for the three months ended June 30, 2025 decreased 1.6%, or $3 million, as compared to the same period in 2024, to $180 million. Income before income taxes decreased due to a gain on disposal recorded in the prior year and partially offset by the drivers of EBITDAC - Adjusted described below.
EBITDAC - Adjusted for the three months ended June 30, 2025 increased 12.9%, or $23 million, from the same period in 2024, to $201 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2025 increased to 52.8% from 49.6% in the same period in 2024. EBITDAC Margin - Adjusted increased due to Organic Revenue growth, increase in profit-sharing contingent commissions and leveraging our expense base.
The Programs segment’s total revenues for the six months ended June 30, 2025 increased 7.9%, or $52 million, as compared to the same period in 2024, to $709 million. The $54 million increase in core commissions and fees revenue was driven by: (i) approximately $2 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2024; and (ii)
37
approximately $52 million of net new business, renewal business and fee revenues. Profit-sharing contingent commissions for the six months ended June 30, 2024 decreased approximately $2 million, or by 3.9%, as compared to the same period in 2024.
The Programs segment’s total commissions and fees increased by 8.1%, and the Organic Revenue growth rate was 8.8%, for the six months ended June 30, 2025. The Organic Revenue growth was driven by hurricane claims revenue, good retention, net new business and exposure unit expansion, but was partially offset by declining rates on catastrophe ("CAT") property.
Income before income taxes for the six months ended June 30, 2025 increased 6.0%, or $17 million to $302 million, from the same period in 2024. Income before income taxes increased due to the drivers of EBITDAC - Adjusted described below partially offset by gain on disposal recorded in the prior year.
EBITDAC - Adjusted for the six months ended June 30, 2025 increased 13.8%, or $42 million to $347 million, as compared to the same period in 2024. EBITDAC Margin - Adjusted for the six months ended June 30, 2025 increased to 48.9% from 46.4% in the same period in 2024. EBITDAC Margin - Adjusted increased due to strong Organic Revenue growth and leveraging our expense base.
Wholesale Brokerage Segment
The Wholesale Brokerage segment markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, including Brown & Brown retail agents. Approximately 84% of the Wholesale Brokerage segment’s commissions and fees revenue is commission based.
Financial information relating to our Wholesale Brokerage segment is as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||||||||||
(in millions, except percentages) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Core commissions and fees |
|
$ |
173 |
|
|
$ |
154 |
|
|
|
12.3 |
% |
|
$ |
322 |
|
|
$ |
289 |
|
|
|
11.4 |
% |
Profit-sharing contingent commissions |
|
|
8 |
|
|
|
4 |
|
|
|
100.0 |
% |
|
|
17 |
|
|
|
10 |
|
|
|
70.0 |
% |
Investment and other income |
|
|
1 |
|
|
|
1 |
|
|
|
— |
% |
|
|
2 |
|
|
|
2 |
|
|
|
(— |
%) |
Total revenues |
|
|
182 |
|
|
|
159 |
|
|
|
14.5 |
% |
|
|
341 |
|
|
|
301 |
|
|
|
13.3 |
% |
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee compensation and benefits |
|
|
93 |
|
|
|
82 |
|
|
|
13.4 |
% |
|
|
179 |
|
|
|
158 |
|
|
|
13.3 |
% |
Other operating expenses |
|
|
27 |
|
|
|
24 |
|
|
|
12.5 |
% |
|
|
49 |
|
|
|
44 |
|
|
|
11.4 |
% |
(Gain)/loss on disposal |
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Amortization |
|
|
3 |
|
|
|
3 |
|
|
|
— |
% |
|
|
7 |
|
|
|
6 |
|
|
|
16.7 |
% |
Depreciation |
|
|
1 |
|
|
|
1 |
|
|
|
— |
% |
|
|
1 |
|
|
|
2 |
|
|
|
(50.0 |
%) |
Interest |
|
|
3 |
|
|
|
3 |
|
|
|
— |
% |
|
|
6 |
|
|
|
6 |
|
|
|
— |
% |
Change in estimated acquisition |
|
|
2 |
|
|
|
(1 |
) |
|
NMF |
|
|
|
2 |
|
|
|
(3 |
) |
|
|
(166.7 |
%) |
|
Total expenses |
|
|
129 |
|
|
|
112 |
|
|
|
15.2 |
% |
|
|
244 |
|
|
|
213 |
|
|
|
14.6 |
% |
Income before income taxes |
|
$ |
53 |
|
|
$ |
47 |
|
|
|
12.8 |
% |
|
$ |
97 |
|
|
$ |
88 |
|
|
|
10.2 |
% |
Income Before Income Taxes |
|
|
29.1 |
% |
|
|
29.6 |
% |
|
|
|
|
|
28.4 |
% |
|
|
29.2 |
% |
|
|
|
||
EBITDAC - Adjusted (2) |
|
$ |
62 |
|
|
$ |
53 |
|
|
|
17.0 |
% |
|
$ |
113 |
|
|
$ |
99 |
|
|
|
14.1 |
% |
EBITDAC Margin - Adjusted (2) |
|
|
34.1 |
% |
|
|
33.3 |
% |
|
|
|
|
|
33.1 |
% |
|
|
32.9 |
% |
|
|
|
||
Organic Revenue growth rate (2) |
|
|
3.9 |
% |
|
|
11.0 |
% |
|
|
|
|
|
5.2 |
% |
|
|
11.0 |
% |
|
|
|
||
Employee compensation and benefits |
|
|
51.1 |
% |
|
|
51.6 |
% |
|
|
|
|
|
52.5 |
% |
|
|
52.5 |
% |
|
|
|
||
Other operating expenses relative to |
|
|
14.8 |
% |
|
|
15.1 |
% |
|
|
|
|
|
14.4 |
% |
|
|
14.6 |
% |
|
|
|
||
(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
NMF = Not a meaningful figure
The Wholesale Brokerage segment’s total revenues for the three months ended June 30, 2025 increased 14.5%, or $23 million, as compared to the same period in 2024, to $182 million. The $19 million net increase in core commissions and fees revenue was driven primarily
38
by: (i) $6 million related to net new and renewal business (ii) $12 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2024; and (iii) an increase from the impact of Foreign Currency Translation of $1 million. Profit-sharing contingent commissions for the second quarter of 2025 increased $4 million compared to the second quarter of 2024, driven by improved underwriting results, increased written premium and finalization of prior year estimates of profit-sharing contingent commissions. The Wholesale Brokerage segment’s growth rate for total commissions and fees was 14.6%, and the Organic Revenue growth rate was 3.9% for the second quarter of 2025. The Organic Revenue growth rate was driven by net new business and exposure unit increases, while being partially offset by rate decreases for CAT property.
Income before income taxes for the three months ended June 30, 2025 increased 12.8%, or $6 million, as compared to the same period in 2024, to $53 million due to: (i) the growth of EBITDAC - Adjusted described below, partially offset by (ii) an increase in the change in estimated acquisition earn-out payables.
EBITDAC - Adjusted for the three months ended June 30, 2025 increased 17.0%, or $9 million, as compared to the same period in 2024, to $62 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2025 increased to 34.1% from 33.3%, as compared to the same period in 2024. EBITDAC Margin - Adjusted increased due to: (i) increased profit-sharing contingent commissions; and (ii) leveraging our expense base with total revenue growth, both of which were partially offset by a business acquired within the last twelve months that has lower margins than our average segment margins and higher non-cash stock based compensation.
The Wholesale Brokerage segment’s total revenues for the six months ended June 30, 2025 increased 13.3%, or $40 million, as compared to the same period in 2024, to $341 million. The $33 million net increase in core commissions and fees revenue was driven primarily by: (i) $15 million related to net new and renewal business and (ii) $17 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2024. Profit-sharing contingent commissions for the first six months of 2025 increased approximately $7 million compared to the same period of 2024 driven by improved underwriting results, increased written premium and finalization of prior year estimates of profit-sharing contingent commissions. The Wholesale Brokerage segment’s growth rate for total commissions and fees was 13.4%, and the Organic Revenue growth rate was 5.2% for the first six months of 2025. The Organic Revenue growth rate was driven by net new business and exposure unit increases, which were partially offset by rate decreases for CAT property.
Income before income taxes for the six months ended June 30, 2025 increased 10.2%, or $9 million, as compared to the same period in 2024, to $97 million due to: (i) the growth of EBITDAC - Adjusted described below and partially offset by (ii) an increase in the change in estimated acquisition earn-out payables.
EBITDAC - Adjusted for the six months ended June 30, 2025 increased 14.1%, or $14 million, as compared to the same period in 2024, to $113 million. EBITDAC Margin - Adjusted for the six months ended June 30, 2025 increased to 33.1% from 32.9% in the same period in 2024 due to leveraging our expense base which were partially offset by: (i) business acquired within the last twelve months; and (ii) higher non-cash stock-based compensation.
Other
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.
LIQUIDITY AND CAPITAL RESOURCES
The Company seeks to maintain a conservative balance sheet and strong liquidity profile. Our capital requirements to operate as an insurance intermediary are low, and we have been able to grow and invest in our business through a combination of cash that has been generated from operations, the disciplined use of debt and the issuance of equity as part of the purchase price consideration to acquire certain businesses. We have the ability to utilize our Revolving Credit Facility under the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which as of June 30, 2025 provided up to $800 million in available cash. We believe that we have access to additional funds, if needed, through the capital markets or private placements to obtain further debt financing under the current market conditions. The Company believes that its existing cash, cash equivalents, short-term investment portfolio and funds generated from operations, together with the funds available under the Revolving Credit Facility and the Loan Agreement, dated March 31, 2022, which provided term loan capacity of $800 million (the “Loan Agreement”), will be sufficient to satisfy its normal liquidity needs, including principal payments on our long-term debt, for the next twelve months and in the long term.
The Revolving Credit Facility contains an expansion option for up to an additional $500 million of borrowing capacity, subject to the approval of participating lenders. Additionally, the Company may, subject to satisfaction of certain conditions, including receipt of additional term loan commitments by new or existing lenders, increase either Term Loan Commitment under the existing Loan Agreement or the term loans issued thereunder or issue new tranches of term loans in an aggregate additional amount of up to $400 million. Including the expansion options under all existing credit agreements, the Company has access to up to $1,700 million of incremental borrowing capacity as of June 30, 2025.
39
Cash and cash equivalents totaled $8,893 million at June 30, 2025 reflecting an increase of $8,218 million from the $675 million balance at December 31, 2024. This increase is due to the proceeds from the follow-on common stock offering and senior notes issuance in the second quarter in connection with the pending acquisition of Accession.
Operating Cash Flows
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, 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 (the “current ratio”) was 2.75 and 1.10 for June 30, 2025 and December 31, 2024, respectively.
Cash flows generated from operating activities totaled $538 million and $373 million for the six months ended June 30, 2025 and 2024, respectively, representing an increase of $165 million. Operating cash flows generated in 2025 included $569 million from net income before non-controlling interests with $186 million of non-cash adjustments, offset by $217 million from changes in working capital. The growth in cash from operations is primarily due to higher operating margins resulting from strong Organic Revenue growth and continued improvements in our working capital over the same period in 2024.
Investing Cash Flows
Cash flows used for investing activities were $187 million and $77 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $110 million.
Acquisitions
During the six months ended June 30, 2025, the Company completed 29 acquisitions (including book purchases) and paid $161 million, net of cash, and cash and cash equivalents held in a fiduciary capacity acquired, most notably for the purchase of NBS Insurance Agency for $54 million and Tim Parkman, Inc. for $69 million. Net cash paid for acquisitions increased $63 million in the six months ended June 30, 2025, up from $98 million during the same period in 2024.
Dispositions
The Company received cash proceeds from the sale of businesses, fixed assets and customer accounts totaling $10 million during the six months ended June 30, 2025, compared to $58 million proceeds received in the same period in 2024. The decrease is attributed to the proceeds received during the second quarter of 2024 of $57 million from the settlement of two of the contingent payments related to the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023.
Capital Expenditures
Capital expenditures amounted to $32 million and $39 million in the six months ended June 30, 2025 and 2024, respectively, and included purchases of furniture and fixtures, leasehold improvements related to office moves and hardware and software purchases related to information technology investments.
Financing Cash Flows
Net cash flows provided by financing activities totaled $7,981 million and $375 million in the six months ended June 30, 2025 and 2024, respectively, an increase of $7,606 million.
Fiduciary Receivables and Liabilities
Fiduciary cash represents funds in the Company's possession collected from customers to be remitted to insurance companies and funds from insurance companies to be distributed to insureds for the settlement of claims or refunds. The net change in fiduciary cash is represented by the net change in fiduciary liabilities and fiduciary receivables and is presented as cash flows from financing activities in the statement of cash flows. Financing cash flows reflect an increase of $119 million and $248 million in the six months ended June 30, 2025 and 2024, respectively, related to fiduciary receivables and liabilities.
Acquisition Earn-outs
Payments on acquisition earn-outs related to the original acquisition date estimates totaled $45 million and $65 million in the six months ended June 30, 2025 and 2024, respectively.
40
Dividends
During the six months ended June 30, 2025 and 2024, the Company paid cash dividends of $86 million and $75 million, respectively, an increase of $11 million, or 14.7%. On July 23, 2025, the Board of Directors approved a quarterly cash dividend of $0.15 per share to be paid on August 20, 2025.
Debt
Net cash proceeds from long term debt totaled $3,718 million in the six months ended June 30, 2025, compared to net cash proceeds of $319 million in the same period of 2024.
Total debt at June 30, 2025 was $7,545 million net of unamortized discount and debt issuance costs, which was an increase of $3,721 million compared to December 31, 2024. The increase includes the issuance of $4,192 million of senior notes net of the unamortized debt discounts and the amortization of discounted debt related to our various unsecured senior notes and debt issuance cost amortization of $2 million, offset by the net repayment of the Revolving Credit Facility of $250 million, the addition of deferred debt issuance costs of $36 million and $188 million of payments on outstanding term loan balances.
During the six months ended June 30, 2025, the Company repaid $13 million of principal related to the Second Amended and Restated Credit Agreement term loan through the quarterly scheduled principal payments. The Second Amended and Restated Credit Agreement term loan had an outstanding balance of $181 million as of June 30, 2025. The Company's next scheduled principal payment is due in September 2025 and is equal to $6 million.
During the six months ended June 30, 2025, the Company repaid $24 million of principal related to the Term Loans issued under the Term A-2 Loan Commitment (“Term A-2 Loans”) through quarterly scheduled principal payments. The Term A-2 Loans had an outstanding balance of $388 million as of June 30, 2025. The Company’s next scheduled principal payment is $13 million due in September 2025.
During the six months ended June 30, 2025, the Company repaid the outstanding balance on the Term A-1 Loan Commitment (the “Term A-1 Loan Commitment”) of $150 million related to the Loan Agreement, in accordance with the terms of the Loan Agreement using proceeds from the Revolving Credit Facility in connection with the Second Amended and Restated Credit Agreement.
On June 11, 2025, the Company entered into an Underwriting Agreement (the “Notes Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Notes Underwriters”), with respect to the offer and sale by the Company of $400 million principal amount of its 4.600% Senior Notes due 2026 (the “2026 Notes”), $500 million principal amount of its 4.700% Senior Notes due 2028 (the “2028 Notes”), $800 million principal amount of its 4.900% Senior Notes due 2030 (the “2030 Notes”), $500 million principal amount of its 5.250% Senior Notes due 2032 (the “2032 Notes”), $1,000 million principal amount of its 5.550% Senior Notes due 2035 (the “2035 Notes”) and $1,000 million principal amount of its 6.250% Senior Notes due 2055 (the “2055 Notes” and, together with the 2026 Notes, the 2028 Notes, the 2030 Notes, the 2032 Notes, and the 2035 Notes, the “Notes”). The Notes Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, termination provisions and other terms and conditions customary in agreements of this type. The Notes Underwriting Agreement also contains customary indemnification and contribution rights and obligations of the Company and the Notes Underwriters. The Company intends to use the net proceeds from the offering of the shares of Common Stock and cash on hand, to fund the cash consideration payable under the previously announced Agreement and Plan of Merger (the “Merger Agreement”), by and among RSC, the Company, Encore Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ( “Merger Sub”) and Kelso RSC (Investor), L.P., a Delaware limited partnership, solely in its capacity as the equityholder representative, pursuant to which the Company will acquire Accession, and to pay fees and expenses associated with the foregoing. If the acquisition of Accession is not consummated, each of the notes described above has a special mandatory redemption feature and would require repayment except for the 2035 Notes, which the Company would intend to use those proceeds for general corporate purposes. As of June 30, 2025, the aggregate outstanding balance of these notes was $4,200 million exclusive of the associated discount balance.
During the second quarter, the Company repaid the outstanding balance on the Revolving Credit Facility of $400 million with cash on hand.
Common Stock
On June 10, 2025, the Company entered into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Common Stock Underwriters”), with respect to the offer and sale by the Company of 43,137,254 shares of the Company’s common stock, par value $0.10 (the “Common Stock”) at a per share offering price of $102.00 for an aggregate purchase price for net proceeds of $4,315 million after underwriting discounts and fees and expenses. The Company closed the offering of the shares of Common Stock on June 12, 2025. The Company intends to use the net proceeds of the offerings of the shares of Common Stock and the Notes, together with cash on hand, to fund the cash consideration payable under the previously announced acquisition of Accession and to pay fees and expenses associated with the foregoing. If the acquisition of Accession is not consummated, the Company intends to use the proceeds from the offerings of shares of common stock for general corporate purposes.
41
Additionally, as part of the consideration for the acquisition of Accession, the Company intends to issue approximately $1,300 million of additional shares of the Company’s common stock, par value $0.10 per share (the “Common Stock Consideration”) to the selling shareholders. The number of shares comprising the Common Stock Consideration will be determined using the $110.57 per share closing price of the Company’s common stock on June 6, 2025.
Contractual Cash Obligations
As of June 30, 2025, our contractual cash obligations were as follows:
|
|
Payments Due by Period |
|
|||||||||||||||||
(in millions) |
|
Total |
|
|
Less than |
|
|
1-3 |
|
|
4-5 |
|
|
After |
|
|||||
Long-term debt |
|
$ |
7,619 |
|
|
$ |
75 |
|
|
$ |
1,394 |
|
|
$ |
1,150 |
|
|
$ |
5,000 |
|
Other liabilities |
|
|
272 |
|
|
|
15 |
|
|
|
27 |
|
|
|
21 |
|
|
|
209 |
|
Operating leases (1) |
|
|
283 |
|
|
|
54 |
|
|
|
96 |
|
|
|
65 |
|
|
|
68 |
|
Interest obligations |
|
|
4,369 |
|
|
|
379 |
|
|
|
682 |
|
|
|
588 |
|
|
|
2,720 |
|
Maximum future acquisition contingent payments (2) |
|
|
429 |
|
|
|
133 |
|
|
|
291 |
|
|
|
5 |
|
|
|
— |
|
Total contractual cash obligations (3) |
|
$ |
12,972 |
|
|
$ |
656 |
|
|
$ |
2,490 |
|
|
$ |
1,829 |
|
|
$ |
7,997 |
|
42
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates, foreign exchange rates and equity prices. We are exposed to market risk through our investments, revolving credit line, term loan agreements and international operations.
Our invested assets are held primarily as cash and cash equivalents, restricted cash, available-for-sale marketable debt securities, non-marketable debt securities, certificates of deposit, U.S. Treasury securities, and professionally managed short-term duration fixed income funds. These investments are subject to interest rate risk. The fair value of our invested assets at June 30, 2025 and December 31, 2024 approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material.
We do not actively invest or trade in equity securities. In addition, we generally dispose of any significant equity securities received in conjunction with an acquisition shortly after the acquisition date.
As of June 30, 2025, we had $569 million outstanding under the Second Amended and Restated Credit Agreement and the Loan Agreement tied to the Secured Overnight Financing Rate (“SOFR”). These agreements bear interest on a floating basis and are therefore subject to changes in the associated interest expense. The effect of an immediate hypothetical 10% change in interest rates would not have a material effect on our Condensed Consolidated Financial Statements.
The majority of our international operations do not have material transactions in currencies other than their functional currency which would expose the Company to transactional currency rate risk. We are subject to translational exchange rate risk having businesses operating outside of the U.S. in the following functional currencies, British pounds, Canadian dollar, and euros. Based upon our foreign currency rate exposure as of June 30, 2025, an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Condensed Consolidated Financial Statements.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation (the “Evaluation”) required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”) as of June 30, 2025. Based upon the Evaluation, our CEO and CFO concluded that the design and operation of our Disclosure Controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosures.
Changes in Internal Controls
There has not been any change in our internal control over financial reporting identified in connection with the Evaluation that occurred during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Internal Control Over Financial Reporting
Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CEO and CFO Certifications
Exhibits 31.1 and 31.2 are the Certifications of the CEO and the CFO, respectively. The Certifications are supplied in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This Item 4 of Part I of this Quarterly Report on Form 10-Q contains the information concerning the evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
43
PART II
ITEM 1. Legal Proceedings
In Item 3 of Part I of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, certain information concerning litigation claims arising in the ordinary course of business was disclosed. Such information was current as of the date of filing. During the Company’s fiscal quarter ended June 30, 2025, no new legal proceedings, or material developments with respect to existing legal proceedings, occurred which require disclosure in this Quarterly Report on Form 10-Q.
ITEM 1A. Risk Factors
Other than as described below, there were no material changes in the risk factors previously disclosed in Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
THE TRANSACTION (AS DEFINED BELOW) MAY NOT BE COMPLETED WITHIN THE EXPECTED TIMEFRAME, OR AT ALL, AND THE PENDENCY OF THE TRANSACTION COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS.
On June 10, 2025, we entered into the Merger Agreement, pursuant to which the Company will acquire Accession (the “Transaction”). Completion of the Transaction is subject to the satisfaction (or waiver) of certain conditions, a number of which are beyond our control and may prevent, delay or otherwise negatively affect their completion. Such conditions include, among others, the receipt of required regulatory approvals. The conditions to the closing of the Transaction may not be satisfied and the Merger Agreement could be terminated. In addition, satisfying the conditions to the Transaction may take longer, and could cost more, than we expect. The occurrence of such events individually or in combination may adversely affect the cost savings and other benefits we expect to achieve from the Transaction and adversely affect our business, financial condition, results of operations and cash flows. In addition, if the Transaction does not close, the attention of our management will have been diverted to it rather than our operations and pursuit of other opportunities. Failure to complete the Transaction would, and any delay in completing the Transaction could, prevent us from realizing the anticipated benefits from the Transaction. Additionally, if we fail to close the Transaction and are otherwise in breach of our obligations, we could be liable for damages.
WE MAY FAIL TO REALIZE ALL OF THE ANTICIPATED BENEFITS OF THE TRANSACTION (INCLUDING USE OF ACCESSION’S DEFERRED TAX ASSETS), AND THE TRANSACTION OR THOSE BENEFITS MAY TAKE LONGER TO REALIZE THAN EXPECTED.
We believe that there are significant benefits and synergies that may be realized through the Transaction. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt existing operations if not implemented in a timely and efficient manner. The full benefits of the Transaction, including the anticipated synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. In addition, our use post-closing of any of Accession’s deferred tax assets may be subject to limitation. Failure to achieve the anticipated benefits of the Transaction could adversely affect our results of operations or cash flows, decrease or delay any anticipated accretive effect of the Transaction and negatively impact the price of our common stock and the trading prices of our senior notes.
FINANCING THE TRANSACTION WILL RESULT IN AN INCREASE IN OUR INDEBTEDNESS, WHICH COULD ADVERSELY AFFECT US, INCLUDING BY DECREASING OUR BUSINESS FLEXIBILITY AND INCREASING OUR INTEREST EXPENSE.
As of June 30, 2025, our total debt was $7,545 million. We intend to finance the purchase price of the Transaction with the net proceeds of certain securities offerings and cash on hand. These increases in our indebtedness may, among other things, reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs. In addition, the amount of cash required to pay interest on our indebtedness following completion of such offerings and the Transaction, and thus the demands on our cash resources, will materially increase as a result of the Transaction.
WE HAVE MADE CERTAIN ASSUMPTIONS RELATING TO THE TRANSACTION WHICH MAY PROVE TO BE MATERIALLY INACCURATE.
We have made certain assumptions relating to the Transaction, which assumptions involve significant judgement and may not reflect the full range of uncertainties and unpredictable outcomes inherent in the Transaction and may be materially inaccurate. These assumptions relate to numerous matters, including:
• projections of future revenue and our earnings per share;
• projections of future expenses and expense allocation relating to the Transaction and Accession;
• our ability to realize the expected benefits of the Transaction;
• unknown or contingent liabilities associated with the Transaction or Accession;
44
• our ability to maintain, develop and deepen relationships with employees, including key brokers, and customers associated with Accession;
• the amount of goodwill and intangibles that will result from the Transaction;
• other purchase accounting adjustments that we may record in our financial statements in connection with the Transaction;
• acquisition and integration costs, including restructuring charges and transaction costs;
• our ability to complete our debt offering or any other financing, or to generate and maintain needed cash from operations, to complete the Transaction and the impact of any financing on our operating results or financial condition; and
• other financial and strategic risks of the Transaction.
UPON COMPLETION OF THE TRANSACTION, WE WILL BE SUBJECT TO THE RISKS RELATED TO ACCESSION’S BUSINESS, INCLUDING UNDERWRITING RISK IN CONNECTION WITH CERTAIN CAPTIVE INSURANCE COMPANIES.
Upon completion of the Transaction, we will be subject to risks related to Accession’s business and will assume its insurance policies and other obligations.
Accession’s ownership of one or more protected cells in certain captive insurance companies will subject us to underwriting risk through such ownership and/or participation and may also subject us to certain liabilities and expenses, including those subject to the indemnification provisions of the Merger Agreement. Accession currently owns, and may continue to own, from time to time, one or more protected cells in certain captive insurance companies for the purpose of facilitating additional underwriting capacity for certain of its customers. While Accession’s underwriting risk through any such captive insurance company would generally be limited (absent any regulatory requirement for the contribution of additional capital or contractual obligation to fund any underwriting losses in excess of contributed capital), we may be subject to claims expenses associated with any losses from these customers or programs to the extent not covered by any reinsurance. Our results of operations may be negatively impacted if any such captive insurance company incurs claims expenses.
Relatedly, we cannot predict the ultimate outcome of the litigation pending against Accession’s subsidiary, Oxford Risk Management Group LLC, with respect to the 2024 restructuring of the domicile of certain financial guarantee and final judgment preservation policies for segregated captive cells (the “FG Policies”), including remedies, damage awards or adverse results in such litigation, and any similar proceedings could have a material adverse effect on us. Our results of operations would be negatively impacted if the costs of the claims relating to the FG Policies exceed the value of the cash and stock held in the indemnity escrow fund pursuant to the terms of the Merger Agreement.
In addition, Accession has an advisory services business that assists certain clients with the establishment of captive insurance companies, for their own purposes, which leverage the benefits of Section 831(b) of the Internal Revenue Code of 1986, as amended, and which are subject to audit and oversight from the Internal Revenue Service (“IRS”). The IRS has conducted investigations, and may be conducting investigations, of certain peers of Accession that also provide similar services, with respect to whether or not such third parties are acting as a tax shelter promoter in connection with those operations. If the IRS were to disallow 831(b) elections, modify its guidance around 831(b) elections, or otherwise investigate our business and conclude that we are not in compliance with IRS regulations, whether or not merited, those events could harm our business, results of operations and financial condition.
Furthermore, where our businesses overlap, any risks we face may be intensified due to the Transaction. This may exacerbate the risks we already undertake, as described in our 2024 10-K under “Item 1A. Risk Factors.”
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information about our repurchase of shares of our common stock during the three months ended June 30, 2025:
|
|
Total number |
|
|
Average price |
|
|
Total number of |
|
|
Maximum value of shares |
|
||||
April 1, 2025 to April 30, 2025 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
249 |
|
May 1, 2025 to May 31, 2025 |
|
|
4,963 |
|
|
|
111.16 |
|
|
|
— |
|
|
|
249 |
|
June 1, 2025 to June 30, 2025 |
|
|
83 |
|
|
|
111.53 |
|
|
|
— |
|
|
|
249 |
|
Total |
|
|
5,046 |
|
|
$ |
111.16 |
|
|
|
— |
|
|
$ |
249 |
|
45
ITEM 5. Other Information
During the second quarter of 2025, none of the Company’s officers or directors
46
ITEM 6. Exhibits
The following exhibits are filed as a part of this Report:
2.1** |
|
Agreement and Plan of Merger, dated June 10, 2025, by and among RSC Topco, Inc, Brown & Brown, Inc., Encore Merger Sub, Inc., and Kelso RSC (Investor), L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K filed on June 10, 2025). |
|
|
|
3.1 |
|
Amended and Restated Articles of Incorporation of the Company (adopted January 18, 2023) (incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 19, 2023). |
|
|
|
3.2 |
|
Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on January 19, 2023). |
|
|
|
4.1 |
|
Sixth Supplemental Indenture, dated as of June 23, 2025, between Brown & Brown, Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 23, 2025). |
|
|
|
4.2 |
|
Form of Brown & Brown, Inc.’s 4.600% Notes due 2026 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on June 23, 2025). |
|
|
|
4.3 |
|
Form of Brown & Brown, Inc.’s 4.700% Notes due 2028 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on June 23, 2025). |
|
|
|
4.4 |
|
Form of Brown & Brown, Inc.’s 4.900% Notes due 2030 (incorporated by reference to Exhibit 4.5 to Form 8-K filed on June 23, 2025). |
|
|
|
4.5 |
|
Form of Brown & Brown, Inc.’s 5.250% Notes due 2032 (incorporated by reference to Exhibit 4.6 to Form 8-K filed on June 23, 2025). |
|
|
|
4.6 |
|
Form of Brown & Brown, Inc.’s 5.550% Notes due 2035 (incorporated by reference to Exhibit 4.7 to Form 8-K filed on June 23, 2025). |
|
|
|
4.7 |
|
Form of Brown & Brown, Inc.’s 6.250% Notes due 2055 (incorporated by reference to Exhibit 4.8 to Form 8-K filed on June 23, 2025). |
|
|
|
10.1 |
|
Brown & Brown, Inc. Amended and Restated 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 12, 2025). |
|
|
|
10.2* |
|
Brown & Brown, Inc. Amended and Restated 1990 Teammate Stock Purchase Plan. |
|
|
|
31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant. |
|
|
|
31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant. |
|
|
|
32.1 |
|
Section 1350 Certification by the Chief Executive Officer of the Registrant. |
|
|
|
32.2 |
|
Section 1350 Certification by the Chief Financial Officer of the Registrant. |
|
|
|
101 |
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in inline XBRL, include: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to the Condensed Consolidated Financial Statements. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101). |
* Filed herewith
** Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any exhibits or schedules so furnished.
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
BROWN & BROWN, INC. |
|
|
|
|
|
/s/ R. Andrew Watts |
Date: July 28, 2025 |
|
R. Andrew Watts |
|
|
Executive Vice President, Chief Financial Officer and Treasurer |
|
|
(duly authorized officer, principal financial officer and principal accounting officer) |
48
