Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The discussion and analysis that follows relates to our financial condition and results of operations for the six-month period ended June 30, 2026. Readers should review this information in conjunction with the June 30, 2026 unaudited consolidated financial statements and notes included in Item 1 of Part I of this quarterly report on Form 10‑Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our annual report on Form 10-K for the year ended December 31, 2025.
Prior Year Discussion of Results and Comparisons
For Information on fiscal second quarter 2025 results and similar comparisons, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-Q for the fiscal six-month period ended June 30, 2025.
Information Regarding Non-GAAP Measures and Other
In the discussion and analysis of our results of operations that follows, in addition to reporting financial results in accordance with GAAP, we provide information regarding EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share, as adjusted (adjusted EPS), adjusted revenue, adjusted compensation and operating expenses, adjusted compensation expense ratio, adjusted operating expense ratio and organic revenue. These measures are not in accordance with, or an alternative to, the GAAP information provided in this quarterly report on Form 10‑Q. We believe that these presentations provide useful information to management, analysts and investors regarding financial and business trends relating to our results of operations and financial condition or because they provide investors with measures that our chief operating decision makers use when reviewing the Company’s performance.
See further below for definitions and additional reasons each of these measures is useful to investors. 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. The non-GAAP information we provide should be used in addition to, but not as a substitute for, the GAAP information provided. As disclosed in our most recent Proxy Statement, we make determinations regarding certain elements of executive officer incentive compensation, performance share awards and annual cash incentive awards, partly on the basis of measures related to adjusted EBITDAC.
Adjusted Non-GAAP presentation - We believe that the adjusted non-GAAP presentation of the current and prior period information presented on the following pages provides stockholders and other interested persons with useful information regarding certain financial metrics that may assist such persons in analyzing our operating results as they develop a future earnings outlook for us. The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period.
•Adjusted measures - Revenues (for the brokerage segment), revenues before reimbursements (for the risk management segment), net earnings, compensation expense and operating expense, respectively, are each adjusted to exclude the following, as applicable:
•Net (gains) losses on divestitures, which are primarily net proceeds received related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.
•Acquisition integration costs, which include costs related to certain large acquisitions (including the acquisitions of Willis Towers Watson plc treaty reinsurance brokerage operations, Buck, Cadence Insurance, Inc., Eastern Insurance Group, LLC, My Plan Manager Group Pty Ltd, Woodruff Sawyer and AssuredPartners), outside the scope of our usual tuck‑in strategy, are not expected to occur on an ongoing basis in the future once we fully assimilate the applicable acquisition. These costs are typically associated with redundant workforce, compensation expense related to amortization of certain retention bonus arrangements, extra lease space, duplicate services and external costs incurred to assimilate the acquisition into our IT related systems.
•Transaction-related costs, which are associated with completed, future and terminated acquisitions. Costs primarily relate to the acquisitions of AssuredPartners and Woodruff Sawyer, which closed in August 2025 and April 2025, respectively. These include costs related to regulatory filings, legal and accounting services, insurance and incentive compensation.
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•T1Workforce related charges, which primarily include severance costs (either accrued or paid) related to employee terminations and other costs associated with redundant workforce.
•Lease termination related charges, which primarily include costs related to terminations of real estate leases and abandonment of leased space.
•Acquisition related adjustments principally relate to changes in estimated acquisition earnout payables adjustments and acquisition related compensation charges. In addition, from time to time may include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-ups and other balance sheet adjustments made after the closing date.
•Amortization of intangible assets, which reflects the amortization of customer/expiration lists, non-compete agreements, trade names and other intangible assets acquired through our merger and acquisition strategy, the impact to amortization expense of acquisition valuation adjustments to these assets as well as non-cash impairment charges.
•The impact of foreign currency translation, as applicable. The amounts excluded with respect to foreign currency translation are calculated by applying current year foreign exchange rates to the same period in the prior year.
•Effective income tax rate impact, which levelizes the prior year for the change in current year tax rates.
•Clean energy-related, which represents the impact of adjustments in first quarter 2026 related to the write-down of a clean energy-related investment.
•Legal and tax related, which represents the impact of adjustments in second quarter 2026 related to costs associated with legal and tax matters.
•Benefit plan related, which represents the impact of adjustments in second quarter 2026 related to costs associated with the termination of the Gallagher US defined pension plan and other benefit plan changes.
Adjusted ratios - Adjusted compensation expense and adjusted operating expense, respectively, each divided by adjusted revenues.
Non-GAAP Earnings Measures
•EBITDAC and EBITDAC Margin - EBITDAC is net earnings before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables and EBITDAC margin is EBITDAC divided by total revenues (for the brokerage segment) and revenues before reimbursements (for the risk management segment). These measures for the brokerage and risk management segments provide a meaningful representation of our operating performance for the overall business and provide a meaningful way to measure our financial performance on an ongoing basis.
•EBITDAC, as Adjusted and EBITDAC Margin, as adjusted - Adjusted EBITDAC is EBITDAC adjusted to exclude net gains on divestitures, acquisition integration costs, workforce related charges, lease termination related charges, acquisition related adjustments, transaction-related costs, and the period-over-period impact of foreign currency translation as applicable, (and for the corporate segment, the clean energy related adjustments described above) and Adjusted EBITDAC margin is Adjusted EBITDAC divided by total adjusted revenues (defined above). These measures for the brokerage and risk management segments provide a meaningful representation of our operating performance, and are also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.
•EPS, as Adjusted and Net Earnings, as Adjusted - Adjusted net earnings have been adjusted to exclude the after-tax impact of net gains on divestitures, acquisition integration costs, the impact of foreign currency translation, workforce related charges, lease termination related charges, acquisition related adjustments, transaction-related costs, amortization of intangible assets, and effective income tax rate impact, as applicable. Adjusted EPS is Adjusted Net Earnings divided by diluted weighted
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average shares outstanding. This measure provides a meaningful representation of our operating performance (and as such should not be used as a measure of our liquidity), and for the overall business is also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.
Organic Revenues (a non-GAAP measure) - Organic revenue change measures the year-over-year percentage change in organic revenue. For the brokerage segment, organic revenue consists of base commission and fee revenues, supplemental revenues and contingent revenues and excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations which include disposals of a business through sale or closure, estimate changes, run-off of a business and the restructuring and/or repricing of programs and products in each year presented. Such revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of our business in both the current and prior period.
In order to improve the comparability of our results between periods, we further exclude the period‑over‑period impact of foreign currency translation; revenue from certain large life product sales within Gallagher’s Executive Life and Benefits practice group (which are typically large, singular transactions with a high degree of variability in amount and timing); and revenue attributable to changes in assumptions used to calculate estimated deferred revenues, which impact the quarterly timing of revenues during the annual contract period. For the risk management segment, organic revenues consists of fee revenues and excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations in each year presented. In order to improve the comparability of our results between periods, we further exclude the period-over-period impact of foreign currency translation.
These revenue items are excluded from organic revenues in order to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that are expected to continue in the current year and beyond, as well as eliminating the impact of the items that have a high degree of variability. We have historically viewed organic revenue growth as an important indicator when assessing and evaluating the performance of our brokerage and risk management segments. We also believe that using this non‑GAAP measure allows readers of our financial statements to measure, analyze and compare the growth from our brokerage and risk management segments in a meaningful and consistent manner.
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This quarterly report on Form 10‑Q includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on pages 41 and 47) and adjusted EBITDAC margin, (on page 44) , for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on page 35), for organic revenue measures (on pages 42 and 47), respectively, for the brokerage and risk management segments, for adjusted compensation and operating expenses for the brokerage segment and (on page 48) for the risk management segment.
Other Information - Allocations of investment income and certain expenses are based on reasonable assumptions and estimates primarily using revenue, headcount and other information. We allocate the provision for income taxes to the brokerage and risk management segments using local statutory rates. T2We anticipate reporting an effective tax rate of approximately 24.5% to 26.5% in the brokerage segment and 25.0% to 27.0% in the risk management segment for the foreseeable future. Reported operating results by segment would change if different allocation methods were applied.
In the discussion that follows regarding our results of operations, we also provide the following ratios with respect to our operating results: pretax profit margin, compensation expense ratio and operating expense ratio. Pretax profit margin represents pretax earnings divided by total revenues. The compensation expense ratio is compensation expense divided by total revenues. The operating expense ratio is operating expense divided by total revenues.
Overview and Second Quarter 2026 Highlights
We are engaged in providing insurance brokerage, reinsurance brokerage, consulting services, and third-party property/casualty claims settlement and administration services to entities and individuals around the world. In the six-month period ended June 30, 2026, we generated approximately 69% of our revenues for the combined brokerage and risk management segments domestically and 31% internationally, primarily in Australia, Canada, New Zealand and the U.K. We have three reportable segments: brokerage, risk management and corporate. The brokerage and risk management segments contributed approximately 89% and 11%, respectively, to revenues during the six-month period ended June 30, 2026. The corporate segment did not generate any significant revenues in the six-month period ended June 30, 2026. Our major sources of operating revenues are commissions, fees and supplemental and contingent revenues from brokerage operations and fees
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from risk management operations. Interest income is earned on cash, cash equivalents and fiduciary cash and revenues are generated from premium financing.
We use the Council of Insurance Agents and Brokers (which we refer to as CIAB) insurance pricing quarterly survey as an indicator of the insurance rate environment. The CIAB represents the leading domestic and international insurance brokers, who write approximately 85% of the commercial property/casualty premiums in the U.S. The second quarter 2026 survey had not been published as of the filing date of this report. The first quarter 2026 survey indicated that U.S. commercial property/commercial casualty rates decreased 1.2%. The 2025 quarterly surveys indicated that U.S. commercial property/casualty rates increased by 4.2%, 3.7%, 1.6%, and 0.2% on average for the first, second, third and fourth quarters of 2025.
T3We continue to observe carrier competition across property-related coverages, while casualty lines, particularly in the U.S., remain subject to more cautious underwriting.
Catastrophe loss activity and other market factors could influence pricing, capacity and underwriting conditions in the property insurance and reinsurance markets upon renewal. In addition, elevated loss trends and continued profitability concerns in certain casualty coverages could impact pricing, underwriting terms and conditions in those lines.
Rising insurable values, including those driven by inflationary pressures, employment levels, and changes in market risks, continue to contribute to growth in insured exposures.
Summary of Financial Results - Three-Month Periods Ended June 30, 2026 and 2025
See the reconciliations of non-GAAP measures on page 37.
(In millions, except per share data)
2nd Quarter 2026
2nd Quarter 2025
Change
Reported
GAAP
Adjusted
Non-GAAP
Reported
GAAP
Adjusted
Non-GAAP
Reported
GAAP
Adjusted
Non-GAAP
Brokerage Segment
Revenues
$
3,502
$
3,494
$
2,787
$
2,782
26
%
26
%
Organic revenues
$
2,596
$
2,482
5
%
Net earnings
$
450
$
510
(12
%)
Net earnings margin
12.9
%
18.3
%
- 545 bpts
Adjusted EBITDAC
$
1,163
$
1,005
16
%
Adjusted EBITDAC margin
33.3
%
36.1
%
- 284 bpts
Diluted net earnings per share
$
1.74
$
3.19
$
1.95
$
2.72
(11
%)
17
%
Risk Management Segment
Revenues before reimbursements
$
453
$
453
$
392
$
397
16
%
14
%
Organic revenues
$
434
$
387
12
%
Net earnings
$
57
$
43
33
%
Net earnings margin (before reimbursements)
12.6
%
11.0
%
+ 161 bpts
Adjusted EBITDAC
$
101
$
83
22
%
Adjusted EBITDAC margin (before reimbursements)
22.3
%
20.9
%
+ 137 bpts
Diluted net earnings per share
$
0.22
$
0.26
$
0.16
$
0.20
38
%
30
%
Corporate Segment
Diluted net loss per share
$
(0.71)
$
(0.61)
$
(0.71)
$
(0.62)
Total Company
Diluted net earnings per share
$
1.25
$
2.84
$
1.40
$
2.30
(11
%)
23
%
Total Brokerage and Risk Management Segment
Diluted net earnings per share
$
1.96
$
3.45
$
2.11
$
2.92
(7
%)
18
%
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Summary of Financial Results - Six-Month Periods Ended June 30, 2026 and 2025
See the reconciliations of non-GAAP measures on page 37.
(In millions, except per share data)
Six-Months 2026
Six-Months 2025
Change
Reported
GAAP
Adjusted
Non-GAAP
Reported
GAAP
Adjusted
Non-GAAP
Reported
GAAP
Adjusted
Non-GAAP
Brokerage Segment
Revenues
$
7,795
$
7,780
$
6,101
$
6,147
28
%
27
%
Organic revenues
$
5,804
$
5,549
5
%
Net earnings
$
1,363
$
1,326
3
%
Net earnings margin
17.5
%
21.7
%
- 424 bpts
Adjusted EBITDAC
$
2,882
$
2,461
17
%
Adjusted EBITDAC margin
37.0
%
40.0
%
- 300 bpts
Diluted net earnings per share
$
5.25
$
7.93
$
5.08
$
6.75
3
%
17
%
Risk Management Segment
Revenues before reimbursements
$
881
$
881
$
766
$
778
15
%
13
%
Organic revenues
$
841
$
758
11
%
Net earnings
$
107
$
84
27
%
Net earnings margin (before reimbursements)
12.2
%
11.0
%
+ 118 bpts
Adjusted EBITDAC
$
195
$
161
21
%
Adjusted EBITDAC margin (before reimbursements)
22.1
%
20.7
%
+ 146 bpts
Diluted net earnings per share
$
0.41
$
0.49
$
0.32
$
0.40
28
%
23
%
Corporate Segment
Diluted net loss per share
$
(1.25)
$
(1.11)
$
(1.28)
$
(1.11)
Total Company
Diluted net earnings per share
$
4.41
$
7.31
$
4.12
$
6.04
7
%
21
%
Total Brokerage and Risk Management Segment
Diluted net earnings per share
$
5.66
$
8.42
$
5.40
$
7.15
5
%
18
%
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The following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for the three and six-month periods ended June 30, 2026 with the same periods in 2025. In addition, these tables provide reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share. Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 41 and 47 , respectively, of this filing.
For the Three-Month Periods Ended June 30 Reported GAAP to Adjusted Non-GAAP Reconciliation:
Revenues Before
Reimbursements
Net Earnings (Loss)
EBITDAC
Diluted Net Earnings
(Loss) Per Share
Segment
2026
2025
2026
2025
2026
2025
2026
2025
Chg
(in millions)
(in millions)
(in millions)
Brokerage, as reported
$
3,502
$
2,787
$
450
$
510
$
948
$
892
$
1.74
$
1.95
(11
%)
Net losses (gains) on divestitures
(8)
(6)
(6)
(5)
(8)
(6)
(0.02)
(0.02)
Acquisition integration
—
—
84
30
113
41
0.33
0.12
Workforce and lease termination
—
—
30
28
40
37
0.11
0.11
Acquisition related adjustments
—
—
49
25
70
50
0.19
0.09
Amortization of intangible assets
—
—
218
130
—
—
0.84
0.50
Levelized foreign currency translation
—
1
—
(7)
—
(9)
—
(0.03)
Brokerage, as adjusted
3,494
2,782
825
711
1,163
1,005
3.19
2.72
17
%
Risk Management, as reported
453
392
57
43
96
75
0.22
0.16
38
%
Acquisition integration
—
—
1
1
1
2
—
0.01
Workforce and lease termination
—
—
1
3
2
4
0.01
0.01
Acquisition related adjustments
—
—
2
1
2
1
0.01
—
Amortization of intangible assets
—
—
5
5
—
—
0.02
0.02
Levelized foreign currency translation
—
5
—
1
—
1
—
—
Risk Management, as adjusted
453
397
66
54
101
83
0.26
0.20
30
%
Corporate, as reported
—
—
(183)
(185)
(98)
(111)
(0.71)
(0.71)
Transaction-related costs
—
—
10
24
12
29
0.04
0.09
Legal, tax and benefit plan related
—
—
16
—
21
—
0.06
—
Corporate, as adjusted
—
—
(157)
(161)
(65)
(82)
$
(0.61)
$
(0.62)
Total Company, as reported
$
3,955
$
3,179
$
324
$
368
$
946
$
856
$
1.25
$
1.40
(11
%)
Total Company, as adjusted
$
3,947
$
3,179
$
734
$
604
$
1,199
$
1,006
$
2.84
$
2.30
23
%
Total Brokerage & Risk
Management, as reported
$
3,955
$
3,179
$
507
$
553
$
1,044
$
967
$
1.96
$
2.11
(7
%)
Total Brokerage & Risk
Management, as adjusted
$
3,947
$
3,179
$
891
$
765
$
1,264
$
1,088
$
3.45
$
2.92
18
%
For second quarter 2025, reported and adjusted amounts for the Brokerage Segment include approximately $144 million of incremental interest income, or approximately 42 cents after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
For the three-month period ended June 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $505 million, $12 million and $33 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $130 million, $3 million and ($7) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 37.
For the three-month period ended June 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $269 million, $14 million and $29 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $68 million, $3 million and ($5) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 37.
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For the Six Month Periods Ended June 30 Reported GAAP to Adjusted Non-GAAP Reconciliation:
Revenues Before
Reimbursements
Net Earnings (Loss)
EBITDAC
Diluted Net Earnings
(Loss) Per Share
Segment
2026
2025
2026
2025
2026
2025
2026
2025
Chg
(in millions)
(in millions)
(in millions)
Brokerage, as reported
$
7,795
$
6,101
$
1,363
$
1,326
$
2,510
$
2,243
$
5.25
$
5.08
3
%
Net (gains) on divestitures
(15)
(12)
(11)
(9)
(15)
(12)
(0.04)
(0.04)
Acquisition integration
—
—
149
63
200
85
0.57
0.24
Workforce and lease termination
—
—
50
42
67
55
0.19
0.16
Acquisition related adjustments
—
—
88
50
120
80
0.34
0.19
Amortization of intangible assets
—
—
419
282
—
—
1.62
1.09
Effective income tax rate impact
—
—
—
1
—
—
—
—
Levelized foreign currency translation
—
58
—
6
—
10
—
0.03
Brokerage, as adjusted
7,780
6,147
2,058
1,761
2,882
2,461
7.93
6.75
17
%
Risk Management, as reported
881
766
107
84
182
147
0.41
0.32
28
%
Acquisition integration
—
—
2
2
2
4
0.01
0.01
Workforce and lease termination
—
—
2
6
3
7
0.01
0.02
Acquisition related adjustments
—
—
6
1
8
1
0.02
—
Amortization of intangible assets
—
—
10
9
—
—
0.04
0.04
Levelized foreign currency translation
—
12
—
2
—
2
—
0.01
Risk Management, as adjusted
881
778
127
104
195
161
0.49
0.40
23
%
Corporate, as reported
(5)
—
(323)
(333)
(189)
(233)
(1.25)
(1.28)
Transaction-related costs
—
—
16
44
19
52
0.06
0.17
Legal, tax and benefit plan related
—
—
17
—
39
—
0.07
—
Clean energy-related
5
—
3
—
5
—
0.01
—
Corporate, as adjusted
—
—
(287)
(289)
(126)
(181)
(1.11)
(1.11)
Total Company, as reported
$
8,671
$
6,867
$
1,147
$
1,077
$
2,503
$
2,157
$
4.41
$
4.12
7
%
Total Company, as adjusted
$
8,661
$
6,925
$
1,898
$
1,576
$
2,951
$
2,441
$
7.31
$
6.04
21
%
Total Brokerage & Risk
Management, as reported
$
8,676
$
6,867
$
1,470
$
1,410
$
2,692
$
2,390
$
5.66
$
5.40
5
%
Total Brokerage & Risk
Management, as adjusted
$
8,661
$
6,925
$
2,185
$
1,865
$
3,077
$
2,622
$
8.42
$
7.15
18
%
For six-month period ended June 30, 2025, reported and adjusted amounts for the Brokerage Segment include approximately $287 million of incremental interest income, or approximately 82 cents after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
For the six-month period ended June 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $936 million, $27 million and $63 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $241 million, $7 million and ($27) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 37.
For the six-month period ended June 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $579 million, $26 million and $52 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $144 million, $6 million and ($8) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 37.
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Reconciliation of Non-GAAP Measures - Pretax Earnings and Diluted Net Earnings per Share
(In millions, except share and per share data)
Earnings
(Loss)
Before Income
Taxes
Provision
(Benefit)
for Income
Taxes
Net Earnings
(Loss)
Net Earnings (Loss)
Attributable to
Noncontrolling
Interests
Net Earnings (Loss)
Attributable to
Controlling
Interests
Diluted Net
Earnings (Loss)
per Share
Quarter Ended June 30, 2026
Brokerage, as reported
$
604
$
154
$
450
$
—
$
450
$
1.74
Net (gains) on divestitures
(8)
(2)
(6)
—
(6)
(0.02)
Acquisition integration
113
29
84
—
84
0.33
Workforce and lease termination
40
10
30
—
30
0.11
Acquisition related adjustments
66
17
49
—
49
0.19
Amortization of intangible assets
294
76
218
—
218
0.84
Brokerage, as adjusted
$
1,109
$
284
$
825
$
—
$
825
$
3.19
Risk Management, as reported
$
78
$
21
$
57
$
—
$
57
$
0.22
Acquisition integration
1
—
1
—
1
—
Workforce and lease termination
2
1
1
—
1
0.01
Acquisition related adjustments
2
—
2
—
2
0.01
Amortization of intangible assets
7
2
5
—
5
0.02
Risk Management, as adjusted
$
90
$
24
$
66
$
—
$
66
$
0.26
Corporate, as reported
$
(268)
$
(85)
$
(183)
$
—
$
(183)
$
(0.71)
Transaction-related costs
12
2
10
—
10
0.04
Legal, tax and benefit plan related
21
5
16
—
16
0.06
Corporate, as adjusted
$
(235)
$
(78)
$
(157)
$
—
$
(157)
$
(0.61)
Quarter Ended June 30, 2025
—
Brokerage, as reported
$
686
$
176
$
510
$
—
$
510
$
1.95
Net (gains) on divestitures
(6)
(1)
(5)
—
(5)
(0.02)
Acquisition integration
41
11
30
—
30
0.12
Workforce and lease termination
37
9
28
—
28
0.11
Acquisition related adjustments
33
8
25
—
25
0.09
Amortization of intangible assets
174
44
130
—
130
0.50
Levelized foreign currency translation
(10)
(3)
(7)
—
(7)
(0.03)
Brokerage, as adjusted
$
955
$
244
$
711
$
—
$
711
$
2.72
Risk Management, as reported
$
58
$
15
$
43
$
—
$
43
$
0.16
Acquisition integration
2
1
1
—
1
0.01
Workforce and lease termination
4
1
3
—
3
0.01
Acquisition related adjustments
1
—
1
—
1
—
Amortization of intangible assets
6
1
5
—
5
0.02
Levelized foreign currency translation
1
—
1
—
1
—
Risk Management, as adjusted
$
72
$
18
$
54
$
—
$
54
$
0.20
Corporate, as reported
$
(271)
$
(86)
$
(185)
$
—
$
(185)
$
(0.71)
Transaction-related costs
29
5
24
—
24
0.09
Corporate, as adjusted
$
(242)
$
(81)
$
(161)
$
—
$
(161)
$
(0.62)
- 37 -
Table of Contents
Reconciliation of Non-GAAP Measures - Pretax Earnings and Diluted Net Earnings per Share
(In millions, except share and per share data)
Earnings
(Loss)
Before Income
Taxes
Provision
(Benefit)
for Income
Taxes
Net Earnings
(Loss)
Net Earnings (Loss)
Attributable to
Noncontrolling
Interests
Net Earnings (Loss)
Attributable to
Controlling
Interests
Diluted Net
Earnings (Loss)
per Share
Six-Months Ended June 30, 2026
Brokerage, as reported
$
1,830
$
467
$
1,363
$
1
$
1,362
$
5.25
Net (gains) on divestitures
(15)
(4)
(11)
—
(11)
(0.04)
Acquisition integration
200
51
149
—
149
0.57
Workforce and lease termination
67
17
50
—
50
0.19
Acquisition related adjustments
119
31
88
—
88
0.34
Amortization of intangible assets
565
146
419
—
419
1.62
Brokerage, as adjusted
$
2,766
$
708
$
2,058
$
1
$
2,057
$
7.93
Risk Management, as reported
$
146
$
39
$
107
$
—
$
107
$
0.41
Acquisition integration
2
—
2
—
2
0.01
Workforce and lease termination
3
1
2
—
2
0.01
Acquisition related adjustments
8
2
6
—
6
0.02
Amortization of intangible assets
14
4
10
—
10
0.04
Risk Management, as adjusted
$
173
$
46
$
127
$
—
$
127
$
0.49
Corporate, as reported
$
(519)
$
(196)
$
(323)
$
—
$
(323)
$
(1.25)
Transaction-related costs
19
3
16
—
16
0.06
Legal, tax and benefit plan related
39
22
17
—
17
0.07
Clean energy-related
5
2
3
—
3
0.01
Corporate, as adjusted
$
(456)
$
(169)
$
(287)
$
—
$
(287)
$
(1.11)
Six-Months Ended June 30, 2025
—
Brokerage, as reported
$
1,785
$
459
$
1,326
$
5
$
1,321
$
5.08
Net (gains) on divestitures
(12)
(3)
(9)
—
(9)
(0.04)
Acquisition integration
85
22
63
—
63
0.24
Workforce and lease termination
55
13
42
—
42
0.16
Acquisition related adjustments
66
16
50
—
50
0.19
Amortization of intangible assets
378
96
282
—
282
1.09
Effective income tax rate impact
—
(1)
1
—
1
—
Levelized foreign currency translation
7
1
6
—
6
0.03
Brokerage, as adjusted
$
2,364
$
603
$
1,761
$
5
$
1,756
$
6.75
Risk Management, as reported
$
114
$
30
$
84
$
—
$
84
$
0.32
Acquisition integration
4
2
2
—
2
0.01
Workforce and lease termination
7
1
6
—
6
0.02
Acquisition related adjustments
1
—
1
—
1
—
Amortization of intangible assets
12
3
9
—
9
0.04
Levelized foreign currency translation
2
—
2
—
2
0.01
Risk Management, as adjusted
$
140
$
36
$
104
$
—
$
104
$
0.40
Corporate, as reported
$
(553)
$
(220)
$
(333)
$
—
$
(333)
$
(1.28)
Transaction-related costs
52
8
44
—
44
0.17
Corporate, as adjusted
$
(501)
$
(212)
$
(289)
$
—
$
(289)
$
(1.11)
- 38 -
Table of Contents
Acquisitions in 2026
Please see Note 3 to our consolidated financial statements for further details on our most recent acquisitions.
- 39 -
Results of Operations
Brokerage
The brokerage segment accounted for 89% of our revenues during the six-month period ended June 30, 2026. Our brokerage segment is primarily comprised of retail, wholesale and reinsurance brokerage operations. For further description of our segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Financial information relating to our brokerage segment results for the three and six-month periods ended June 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data).
Three-month period ended
June 30,
Six-month period ended
June 30,
Statement of Earnings
2026
2025
Change
2026
2025
Change
Commissions
$
2,442
$
1,808
634
$
5,565
$
4,057
1,508
Fees
738
579
159
1,530
1,199
331
Supplemental revenues
141
103
38
321
217
104
Contingent revenues
91
73
18
206
166
40
Interest income, premium finance revenues and other income
90
224
(134)
173
462
(289)
Total revenues
3,502
2,787
715
7,795
6,101
1,694
Compensation
2,017
1,526
491
4,228
3,143
1,085
Operating
537
369
168
1,057
715
342
Depreciation
45
38
7
94
71
23
Amortization
294
174
120
565
378
187
Change in estimated acquisition earnout payables
5
(6)
11
21
9
12
Total expenses
2,898
2,101
797
5,965
4,316
1,649
Earnings before income taxes
604
686
(82)
1,830
1,785
45
Provision for income taxes
154
176
(22)
467
459
8
Net earnings
450
510
(60)
1,363
1,326
37
Net earnings attributable to noncontrolling interests
—
—
—
1
5
(4)
Net earnings attributable to controlling interests
$
450
$
510
$
(60)
$
1,362
$
1,321
$
41
Diluted net earnings per share
$
1.74
$
1.95
$
(0.21)
$
5.25
$
5.08
$
0.17
Other Information
Change in diluted net earnings per share
(11
%)
32
%
3
%
15
%
Growth in revenues
26
%
17
%
28
%
16
%
Organic change in commissions and fees
4
%
5
%
4
%
7
%
Compensation expense ratio
58
%
55
%
54
%
52
%
Operating expense ratio
15
%
13
%
14
%
12
%
Effective income tax rate
26
%
26
%
26
%
26
%
Workforce at end of period (includes acquisitions)
56,202
44,909
Identifiable assets at June 30
$
76,860
$
62,735
EBITDAC
Net earnings
$
450
$
510
$
(60)
$
1,363
$
1,326
$
37
Provision for income taxes
154
176
(22)
467
459
8
Depreciation
45
38
7
94
71
23
Amortization
294
174
120
565
378
187
Change in estimated acquisition earnout payables
5
(6)
11
21
9
12
EBITDAC
$
948
$
892
$
56
$
2,510
$
2,243
$
267
- 40 -
The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 (in millions):
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
Change
2026
2025
Change
Net earnings, as reported
$
450
$
510
(12)%
$
1,363
$
1,326
3%
Provision for income taxes
154
176
467
459
Depreciation
45
38
94
71
Amortization
294
174
565
378
Change in estimated acquisition earnout payables
5
(6)
21
9
EBITDAC
948
892
6%
2,510
2,243
12%
Net (gains) on divestitures
(8)
(6)
(15)
(12)
Acquisition integration
113
41
200
85
Workforce and lease termination related charges
40
37
67
55
Acquisition related adjustments
70
50
120
80
Levelized foreign currency translation
—
(9)
—
10
EBITDAC, as adjusted
$
1,163
$
1,005
16%
$
2,882
$
2,461
17%
Net earnings margin, as reported
12.9
%
18.3
%
- 545 bpts
17.5
%
21.7
%
- 424 bpts
EBITDAC margin, as adjusted
33.3
%
36.1
%
- 284 bpts
37.0
%
40.0
%
- 300 bpts
Reported revenues
*
$
3,502
$
2,787
*
$
7,795
$
6,101
Adjusted revenues - see pages 35 and 36
$
3,494
$
2,782
$
7,780
$
6,147
*Second quarter 2025 adjusted EBITDAC includes approximately $144 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior period, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year over year change in second quarter adjusted EBITDAC margin by approximately 3.9%.
*Adjusted EBITDAC for the six-month period ended June 30, 2025 includes approximately $287 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior year, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year over year change in adjusted EBITDAC margin for the six-month period ended June 30, by approximately 3.4%.
Commissions and fees - Base commissions and fees increased $793 million or 33%, for the three-month period ended June 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended June 30, 2026 and 4% organic growth.
Base commissions and fees increased $1,839 million or 35%, for the six-month period ended June 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended June 30, 2026 and 4% organic growth. T4Organic growth reflected strong customer retention and new business generation, in addition to continued renewal premiums increases (premium rates and exposures).
- 41 -
Items excluded from organic revenue computations yet impacting revenue comparisons for the three and six-month periods ended June 30, 2026 and 2025 include the following (in millions):
Three-Month Period Ended
June 30,
Six-Month Period Ended
June 30,
Organic Revenues (Non-GAAP)
2026
2025
Change
2026
2025
Change
Base Commissions and Fees
Commission and fees, as reported
$
3,180
$
2,387
33%
$
7,095
$
5,256
35%
Less commission and fee revenues from acquisitions, divested operations and other
(775)
(80)
(1,712)
(144)
Levelized foreign currency translation
—
(1)
—
51
Organic base commission and fees
$
2,405
$
2,306
4%
$
5,383
$
5,163
4%
Supplemental revenues
Supplemental revenues, as reported
$
141
$
103
37%
$
321
$
217
48%
Less supplemental revenues from acquisitions, divested operations and other
(17)
—
(63)
—
Levelized foreign currency translation
—
—
—
2
Organic supplemental revenues
$
124
$
103
20%
$
258
$
219
18%
Contingent revenues
Contingent revenues, as reported
$
91
$
73
25%
$
206
$
166
24%
Less contingent revenues from acquisitions, divested operations and other
(24)
—
(43)
—
Levelized foreign currency translation
—
—
—
1
Organic contingent revenues
$
67
$
73
(8)%
$
163
$
167
(2)%
Total reported commissions, fees, supplemental revenues and contingent revenues
$
3,412
$
2,563
33%
$
7,622
$
5,639
35%
Less commissions, fees, supplemental revenues and contingent revenues from acquisitions, divested operations and other
(816)
(80)
(1,818)
(144)
Levelized foreign currency translation
—
(1)
—
54
Total organic commissions, fees, supplemental revenues and contingent revenues
$
2,596
$
2,482
5%
$
5,804
$
5,549
5%
The following is a summary of brokerage segment acquisition activity for 2026 and 2025:
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
2026
2025
Number of acquisitions closed
6
9
14
19
Estimated annualized revenues acquired (in millions)
$
58
$
291
$
107
$
354
In the three and six-month periods ended June 30, 2026 no shares were issued and 76,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions. In the three and six-month periods ended June 30, 2025 no shares were issued and 49,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions.
- 42 -
Supplemental and contingent revenues - Reported supplemental and contingent revenues recognized in 2026, 2025 and 2024 by quarter are as follows (in millions):
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
YTD
2026
Reported supplemental revenues
$
180
$
141
$
321
Reported contingent revenues
115
91
206
Reported supplemental and contingent revenues
$
295
$
232
$
527
2025
Reported supplemental revenues
$
114
$
103
$
117
$
132
$
466
Reported contingent revenues
93
73
75
83
324
Reported supplemental and contingent revenues
$
207
$
176
$
192
$
215
$
790
2024
Reported supplemental revenues
$
94
$
89
$
79
$
97
$
359
Reported contingent revenues
86
60
69
53
268
Reported supplemental and contingent revenues
$
180
$
149
$
148
$
150
$
627
Interest income, premium finance revenues and other income - T5Interest income, premium finance revenues and other income in the three and six-month periods ended June 30, 2026 decreased compared to the same periods in 2025, primarily due to decreases in interest income earned on our own and fiduciary funds, including the $144 and $287 million respectively, of interest income earned in the three and six-month periods ended June 30, 2025 related to the cash proceeds associated with the AssuredPartners Financing in December 2024.
The following table provides a reconciliation of brokerage segment interest income, premium finance revenues and other income, as reported in our consolidated financial statements to interest income earned on cash, cash equivalents and fiduciary cash (in millions):
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
2026
2025
Interest income, premium finance revenues and other income
$
90
$
224
$
173
$
462
Less:
Net (gains) on divestitures
(8)
(6)
(15)
(12)
Premium financing revenues and net earnings from equity interests
(23)
(24)
(47)
(47)
Interest income from cash, cash equivalents, and fiduciary cash
$
59
$
194
$
111
$
403
- 43 -
Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three and six-month periods ended June 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
June 30,
Six-month period ended
June 30 30,
2026
2025
2026
2025
Compensation expense, as reported
$
2,017
$
1,526
$
4,228
$
3,143
Acquisition integration
(53)
(20)
(90)
(48)
Workforce and lease termination related charges
(29)
(36)
(53)
(52)
Acquisition related adjustments
(70)
(50)
(120)
(80)
Levelized foreign currency translation
—
8
—
37
Compensation expense, as adjusted
$
1,865
$
1,428
$
3,965
$
3,000
Reported compensation expense ratios
57.6
%
54.8
%
54.2
%
51.5
%
Adjusted compensation expense ratios
53.4
%
51.3
%
51.0
%
48.8
%
Reported revenues
$
3,502
$
2,787
$
7,795
$
6,101
Adjusted revenues - see pages 35 and 36
$
3,494
$
2,782
$
7,780
$
6,147
The $491 million increase in compensation expense for the three-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $406 million, increases in base compensation to service and support organic growth - $39 million, acquisition integration costs - $33 million, increased acquisition earnout related adjustments - $20 million, partially offset by lesser workforce and lease termination related charges - $7 million.
The $1,085 million increase in compensation expense for the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $897 million, increases in base compensation to service and support organic growth - $105 million, acquisition integration costs - $42 million, increased acquisition earnout related adjustments - $40 million and workforce and lease termination related charges - $1 million.
Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and six-month periods ended June 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
June 30
Six-month period ended
June 30
2026
2025
2026
2025
Operating expense, as reported
$
537
$
369
$
1,057
$
715
Acquisition integration
(60)
(21)
(110)
(37)
Workforce and lease termination related charges
(11)
(1)
(14)
(3)
Levelized foreign currency translation
—
2
—
11
Operating expense, as adjusted
$
466
$
349
$
933
$
686
Reported operating expense ratios
15.3
%
13.2
%
13.6
%
11.7
%
Adjusted operating expense ratios
13.3
%
12.5
%
12.0
%
11.2
%
Reported revenues
$
3,502
$
2,787
$
7,795
$
6,101
Adjusted revenues - see pages 35 and 36
$
3,494
$
2,782
$
7,780
$
6,147
The $168 million increase in operating expense for the three-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $113 million, acquisition integration costs - $39 million, workforce and lease termination related charges - $10 million, and additional investments in technology - $6 million.
The $342 million increase in operating expense for the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $228
- 44 -
million, acquisition integration costs - $73 million, additional investments in technology - $30 million, and workforce and lease termination related charges - $11 million.
Depreciation - Depreciation expense increased in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 by $7 million and $23 million, respectively. The increase in depreciation expense in 2026 compared to 2025 was due primarily to the purchases of furniture, equipment and leasehold improvements related to office consolidations and moves, and expenditures related to upgrading computer systems. Also contributing to the increase in depreciation expense was the depreciation expense associated with acquisitions completed in the twelve-month period ended June 30, 2026.
Amortization - The increase in amortization expense in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in the twelve-month period ended June 30, 2026. Based on the results of impairment reviews during the three and six-month periods ended June 30, 2026, we wrote off $21 million and $22 million, respectively, of amortizable assets. Based on the results of impairment reviews during the six-month periods ended June 30, 2025, we wrote off $41 million of amortizable assets. We review all of our intangible assets for impairment periodically (at least annually for goodwill) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable.
We perform such impairment reviews at the division (i.e., reporting unit) level with respect to goodwill and at the business unit level for amortizable intangible assets. In reviewing intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Expiration lists, non‑compete agreements and trade names are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names).
Change in estimated acquisition earnout payables - The change in the expense from the change in estimated acquisition earnout payables in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025, was primarily due to adjustments made to the estimated fair value of earnout obligations related to revised assumptions due to rising interest rates and increased market volatility and projections of future performance. During the three-month periods ended June 30, 2026 and 2025, we recognized $9 million and $11 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026.
During the six-month periods ended June 30, 2026 and 2025, we recognized $22 million and $23 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026. In addition, during the three-month periods ended June 30, 2026 and 2025, we recognized $4 million and $17 million of income related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 47 and 35 acquisitions, respectively. In addition, during the six-month periods ended June 30, 2026 and 2025, we recognized $1 million and $14 million of income related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 77 and 55 acquisitions, respectively.
The amounts initially recorded as earnout payables for our 2021 to 2026 acquisitions were measured at fair value as of the acquisition date and are primarily based upon the estimated future operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date. The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, we estimate the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability.
We estimate future earnout payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. Subsequent changes in the underlying financial projections or assumptions will cause the estimated earnout obligations to change and such adjustments are recorded in our consolidated statement of earnings when incurred. Increases in the earnout payable obligations will result in the recognition of expense and decreases in the earnout payable obligations will result in the recognition of income.
Provision for income taxes - The brokerage segment’s effective income tax rates for the three-month periods ended June 30, 2026 and 2025, were 25.6% and 25.7%, respectively. The brokerage segment’s effective income tax rates for the six-month periods ended June 30, 2026 and 2025, were 25.5% and 25.7%, respectively. We anticipate reporting an effective tax rate of approximately 24.5% to 26.5% in our brokerage segment based on known changes in tax rates in future periods.
Net earnings attributable to noncontrolling interests - The amounts reported in this line for each of the three-month periods ended June 30, 2026 and 2025, include noncontrolling interest earnings of zero. The amounts reported in this line for the six-month periods ended June 30, 2026 and 2025, include noncontrolling interest earnings of $1 million and $5 million, respectively.
- 45 -
Risk Management
The risk management segment accounted for 11% of our revenue during the six-month period ended June 30, 2026. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting. For further description of segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Financial information relating to our risk management segment results for the three and six-month periods ended June 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data):
Statement of Earnings
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
Change
2026
2025
Change
Fees
$
445
$
383
$
62
$
865
$
748
$
117
Interest income and other income
8
9
(1)
16
18
(2)
Revenues before reimbursements
453
392
61
881
766
115
Reimbursements
48
43
5
90
82
8
Total revenues
501
435
66
971
848
123
Compensation
274
244
30
538
475
63
Operating
83
73
10
161
144
17
Reimbursements
48
43
5
90
82
8
Depreciation
10
10
—
20
20
—
Amortization
7
6
1
14
12
2
Change in estimated acquisition earnout payables
1
1
—
2
1
1
Total expenses
423
377
46
825
734
91
Earnings before income taxes
78
58
20
146
114
32
Provision for income taxes
21
15
6
39
30
9
Net earnings
57
43
14
107
84
23
Net earnings attributable to noncontrolling interests
—
—
—
—
—
—
Net earnings attributable to controlling interests
$
57
$
43
$
14
$
107
$
84
$
23
Diluted net earnings per share
$
0.22
$
0.16
$
0.06
$
0.41
$
0.32
$
0.09
Other information
Change in diluted net earnings per share
38
%
(24
%)
28
%
(18
%)
Growth in revenues (before reimbursements)
16
%
9
%
15
%
8
%
Organic change in fees (before reimbursements)
12
%
6
%
11
%
5
%
Compensation expense ratio (before reimbursements)
60
%
62
%
61
%
62
%
Operating expense ratio (before reimbursements)
18
%
19
%
18
%
19
%
Effective income tax rate
27
%
27
%
27
%
27
%
Workforce at end of period (includes acquisitions)
11,254
10,584
Identifiable assets at June 30
$
2,387
$
2,015
EBITDAC
Net earnings
$
57
$
43
$
14
$
107
$
84
$
23
Provision for income taxes
21
15
6
39
30
9
Depreciation
10
10
—
20
20
—
Amortization
7
6
1
14
12
2
Change in estimated acquisition earnout payables
1
1
—
2
1
1
EBITDAC
$
96
$
75
$
21
$
182
$
147
$
35
- 46 -
The following provides non-GAAP information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and six-month periods ended June 30, 2026 to the same periods in 2025 (in millions):
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
Change
2026
2025
Change
Net earnings, as reported
$
57
$
43
33%
$
107
$
84
27%
Provision for income taxes
21
15
39
30
Depreciation
10
10
20
20
Amortization
7
6
14
12
Change in estimated acquisition earnout payables
1
1
2
1
Total EBITDAC
96
75
28%
182
147
24%
Acquisition integration
1
2
2
4
Workforce and lease termination related charges
2
4
3
7
Acquisition related adjustments
2
1
8
1
Levelized foreign currency translation
—
1
—
2
EBITDAC, as adjusted
$
101
$
83
22%
$
195
$
161
21%
Net earnings margin (before reimbursements), as reported
12.6
%
11.0
%
+ 161 bpts
12.2
%
11.0
%
+ 118 bpts
EBITDAC margin (before reimbursements), as adjusted
22.3
%
20.9
%
+ 137 bpts
22.1
%
20.7
%
+ 146 bpts
Reported revenues (before reimbursements)
$
453
$
392
$
881
$
766
Adjusted revenues (before reimbursements) - see pages 35 and 36
$
453
$
397
$
881
$
778
Fees - In our risk management operations, during the three and six-month periods ended June 30, 2026, organic change in fee revenue was 12% and 11%, respectively, reflecting continued strong new business production and client retention.
Items excluded from organic fee computations yet impacting revenue comparisons for the three and six-month periods ended June 30, 2026 and 2025 include the following (in millions):
Three-month period ended
June 30,
Six-month period ended
June 30,
Organic Revenues (Non-GAAP)
2026
2025
Change
2026
2025
Change
Fees
$
438
$
382
15%
$
853
$
745
14%
International performance bonus fees
7
1
12
3
Fees as reported
445
383
16%
865
748
16%
Less fees from acquisitions, divestitures and other
(11)
(1)
(24)
(2)
Levelized foreign currency translation
—
5
—
12
Organic fees
$
434
$
387
12%
$
841
$
758
11%
The following is a summary of risk management segment acquisition activity for 2026 and 2025:
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
2026
2025
Number of acquisitions closed
1
—
2
1
Estimated annualized revenues acquired (in millions)
$
5
$
—
$
15
$
38
- 47 -
Reimbursements - Reimbursements represent amounts received from clients reimbursing us for certain third-party costs associated with providing our claims management services. In certain service partner relationships, we are considered a principal because we direct the third party, control the specified service and combine the services provided into an integrated solution. Given this principal relationship, we are required to recognize revenue on a gross basis and service partner vendor fees in the operating expense line in our consolidated statement of earnings.
Interest income and other income - Interest income and other income primarily represents interest income earned on cash, cash equivalents and fiduciary cash. Interest income and other income in the three and six-month periods ended June 30, 2026 decreased compared to the same periods in 2025, primarily due to lower interest income earned on fiduciary funds.
Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three and six-month periods ended June 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
2026
2025
Compensation expense, as reported
$
274
$
244
$
538
$
475
Acquisition integration
—
(1)
—
(2)
Workforce and lease termination related charges
(2)
(3)
(3)
(6)
Acquisition related adjustments
(2)
(1)
(8)
(1)
Levelized foreign currency translation
—
4
—
9
Compensation expense, as adjusted
$
270
$
243
$
527
$
475
Reported compensation expense ratios (before reimbursements)
60.5
%
62.2
%
61.1
%
62.0
%
Adjusted compensation expense ratios (before reimbursements)
59.6
%
61.2
%
59.8
%
61.1
%
Reported revenues (before reimbursements)
$
453
$
392
$
881
$
766
Adjusted revenues (before reimbursements) - see pages 35 and 36
$
453
$
397
$
881
$
778
The $30 million increase in compensation expense for the three-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to higher base and incentive compensation to service and support organic growth - $23 million in the aggregate, compensation associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $8 million, acquisition earnout related adjustments - $1 million, partially offset by lower workforce and lease termination related charges - $1 million, and acquisition integration costs - $1 million.
The $63 million increase in compensation expense for the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to higher base and incentive compensation to service and support organic growth as well as employee benefit costs - $43 million in the aggregate, compensation associated with the acquisitions completed in the twelve-month period ended June 30, 2026 ‑ $18 million, acquisition earnout related adjustments - $7 million, partially offset by lower workforce and lease termination related charges - $3 million, and acquisition integration costs - $2 million.
- 48 -
Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and six-month periods ended June 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
June 30,
Six-month period ended
June 30,
2026
2025
2026
2025
Operating expense, as reported
$
83
$
73
$
161
$
144
Acquisition integration
(1)
(1)
(2)
(2)
Workforce and lease termination related charges
—
(1)
—
(1)
Levelized foreign currency translation
—
—
—
1
Operating expense, as adjusted
$
82
$
71
$
159
$
142
Reported operating expense ratios (before reimbursements)
18.3
%
18.6
%
18.3
%
18.8
%
Adjusted operating expense ratios (before reimbursements)
18.1
%
18.2
%
18.1
%
18.2
%
Reported revenues (before reimbursements)
$
453
$
392
$
881
$
766
Adjusted revenues (before reimbursements) -
see pages 35 and 36
$
453
$
397
$
881
$
778
The $10 million increase in operating expense for the three-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to additional investments in technology and business insurance expense - $7 million, as well as expenses associated with the acquisitions completed in the twelve-month period ended June 30, 2026 - $3 million.
The $17 million increase in operating expense for the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to additional investments in technology and business insurance expense - $11 million, as well as expenses associated with the acquisitions completed in the twelve-month period ended June 30, 2026 - $6 million.
Depreciation - Depreciation was flat in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025, which reflects the impact of office consolidations that occurred as leases expired in 2025 (less depreciation associated with furniture, equipment and leasehold improvements), partially offset by the impact of expenditures related to upgrading computer systems.
Amortization - Amortization expense increased in the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 by $1 million and $2 million, respectively, due to the normal recurring quarterly amortization expense. Based on the results of impairment reviews during the three and six-month periods ended June 30, 2026 and 2025, no impairments were noted.
Change in estimated acquisition earnout payables - The change in expense from the change in estimated acquisition earnout payables in the three and six-month periods ended June 30, 2026 to the same periods in 2025, was due to accretion of the discount. During each of the three-month periods ended June 30, 2026 and 2025, we recognized $1 million of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During the six-month periods ended June 30, 2026 and 2025, we recognized $2 million and $1 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions.
In addition, during the three and six-month periods ended June 30, 2026 and 2025, there were no net adjustments in the estimated fair value of earnout obligations to projections of future performance for acquisitions.
Provision for income taxes - The risk management segment’s effective income tax rates for the three-month periods ended June 30, 2026 and 2025, was 26.9% and 26.6%, respectively. The risk management segment’s effective income tax rates for the six-month periods ended June 30, 2026 and 2025, was 26.7% and 26.5%, respectively. We anticipate reporting an effective tax rate on adjusted results of approximately 25.0% to 27.0% in our risk management segment based on known changes in tax rates in future periods.
Corporate
The corporate segment reports the financial information related to our debt, external acquisition-related expenses, other corporate costs and the impact of foreign currency remeasurement. For a detailed discussion of the nature of our debt, see Note 6 to our
- 49 -
unaudited consolidated financial statements included herein as of June 30, 2026 and in Note 7 to our most recent Annual Report on Form 10‑K as of December 31, 2025.
Financial information relating to our corporate segment results for the three and six-month periods ended June 30, 2026 compared to the same periods in 2025 is as follows (in millions, except per share):
Three-month period ended
June 30,
Six-month period ended
June 30,
Statement of Earnings
2026
2025
Change
2026
2025
Change
Other income
$
—
$
—
$
—
$
(5)
$
—
$
(5)
Total revenues
—
—
—
(5)
—
(5)
Compensation
39
34
5
80
83
(3)
Operating
59
77
(18)
104
150
(46)
Interest
168
158
10
326
316
10
Depreciation
2
2
—
4
4
—
Total expenses
268
271
(3)
514
553
(39)
Loss before income taxes
(268)
(271)
3
(519)
(553)
34
Benefit for income taxes
(85)
(86)
1
(196)
(220)
24
Net loss
(183)
(185)
2
(323)
(333)
10
Net loss attributable to noncontrolling interests
—
—
—
—
—
—
Net loss attributable to controlling interests
$
(183)
$
(185)
$
2
$
(323)
$
(333)
$
10
Diluted net loss per share
$
(0.71)
$
(0.71)
$
—
$
(1.25)
$
(1.28)
$
0.03
Identifiable assets at June 30
$
2,561
$
15,373
EBITDAC
Net loss
$
(183)
$
(185)
$
2
$
(323)
$
(333)
$
10
Benefit for income taxes
(85)
(86)
1
(196)
(220)
24
Interest
168
158
10
326
316
10
Depreciation
2
2
—
4
4
—
EBITDAC
$
(98)
$
(111)
$
13
$
(189)
$
(233)
$
44
Revenues - Revenues in the corporate segment consist of other income related to the run-off of legacy investments and other investment income.
Compensation expense - Compensation expense in the three-month periods ended June 30, 2026 and 2025, includes salary, incentive compensation, and associated benefit expenses of $39 million and $34 million, respectively. The change in compensation expense for the three-month period ended June 30, 2026 compared to the same period in 2025 was primarily due to increased incentive compensation.
Compensation expense in the six-month periods ended June 30, 2026 and 2025, includes salary, incentive compensation, and associated benefit expenses of $80 million and $83 million, respectively. The change in compensation expense for the six-month period ended June 30, 2026 compared to the same period in 2025 was primarily due to decreased incentive compensation related to transaction-related costs as described on page 53 in note (1).
Operating expense - Operating expense in the three-month period ended June 30, 2026, includes banking and related fees of $1 million, external professional fees and other due diligence costs related to acquisitions of $17 million, which includes $12 million of transaction-related costs as described on page 53 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $41 million in aggregate, which includes costs associated with legal, tax, and benefit plan related matters as described on page 53 in notes (4) and (5), and zero net unrealized foreign exchange remeasurement loss.
Operating expense in the six-month period ended June 30, 2026, includes banking and related fees of $1 million, external professional fees and other due diligence costs related to acquisitions of $27 million, which includes $19 million of transaction-
- 50 -
related costs as described on page 53 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $82 million in aggregate, which includes costs associated with legal, tax, and benefit plan related matters and the write-down of a clean energy-related investment as described on page 53 in notes (3), (4) and (5), and a net unrealized foreign exchange remeasurement gain of $6 million.
Operating expense in the three-month period ended June 30, 2025 includes banking and related fees of $1 million, external professional fees and other due diligence costs related to acquisitions of $33 million, which includes $29 million of transaction‑related costs as described on page 53 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $18 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(25) million.
Operating expense in the six-month period ended June 30, 2025 includes banking and related fees of $2 million, external professional fees and other due diligence costs related to acquisitions of $54 million, which includes $47 million of transaction‑related costs as described on page 53 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $46 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(48) million.
Interest expense - The interest expense for the three and six-month periods ended June 30, 2026 increased compared to the same periods in 2025 primarily due to an increase in borrowings outstanding under the Credit Agreement, partially offset by the paydowns of Note Purchase Agreements.
Depreciation - Depreciation expense in the three and six-month periods ended June 30, 2026 was flat compared to the same periods in 2025 and includes capital improvements made at our corporate headquarters and Gallagher Centers of Excellence and to the acquisition of other corporate related fixed assets.
Benefit for income taxes - We allocate the provision for income taxes to the brokerage and risk management segments using local country statutory rates. Our consolidated effective tax rate for the three-month period ended June 30, 2026 was 21.7% compared to 22.3% for the same period in 2025. Our consolidated effective tax rate for the six-month period ended June 30, 2026 was 21.3% compared to 20.0% for the same period in 2025.
- 51 -
The following provides non-GAAP information that we believe is helpful when comparing our operating results for the three and six-month periods ended June 30, 2026 and 2025 for the corporate segment (in millions):
2026
2025
Three-Month Periods Ended June 30
Pretax
Loss
Income
Tax
(Provision)
Benefit
(Loss)
Attributable to
Controlling
Interests
Pretax
Loss
Income
Tax
(Provision)
Benefit
Net Earnings
(Loss)
Attributable to
Controlling
Interests
Interest and banking costs
$
(169)
$
44
$
(125)
$
(159)
$
41
$
(118)
Clean energy-related
(2)
1
(1)
(2)
—
(2)
Acquisition costs (1)
(18)
3
(15)
(34)
6
(28)
Corporate (2)
(79)
37
(42)
(76)
39
(37)
Corporate, as reported
(268)
85
(183)
(271)
86
(185)
Adjustments
Transaction-related costs (1)
12
(2)
10
29
(5)
24
Legal and tax related (4)
13
(3)
10
—
—
—
Benefit plan related (5)
8
(2)
6
—
—
—
Components of Corporate Segment, as adjusted
Interest and banking costs
(169)
44
(125)
(159)
41
(118)
Clean energy-related
(2)
1
(1)
(2)
—
(2)
Acquisition costs
(6)
1
(5)
(5)
1
(4)
Corporate (2)
(58)
32
(26)
(76)
39
(37)
Adjusted three months
$
(235)
$
78
$
(157)
$
(242)
$
81
$
(161)
2026
2025
Six-Month Periods Ended June 30,
Pretax
Loss
Income
Tax
(Provision)
Benefit
(Loss)
Attributable to
Controlling
Interests
Pretax
Loss
Income
Tax
(Provision)
Benefit
Net Earnings
(Loss)
Attributable to
Controlling
Interests
Interest and banking costs
$
(327)
$
85
$
(242)
$
(318)
$
83
$
(235)
Clean energy-related
(9)
3
(6)
(4)
1
(3)
Acquisition costs (1)
(28)
5
(23)
(60)
9
(51)
Corporate (2)
(155)
103
(52)
(171)
127
(44)
Corporate, as reported
(519)
196
(323)
(553)
220
(333)
Adjustments
Clean energy-related (3)
5
(2)
3
—
—
—
Transaction-related costs (1)
19
(3)
16
52
(8)
44
Legal and tax related (4)
31
(20)
11
—
—
—
Benefit plan related (5)
8
(2)
6
—
—
—
Components of Corporate Segment, as adjusted
Interest and banking costs
(327)
85
(242)
(318)
83
(235)
Clean energy-related
(4)
1
(3)
(4)
1
(3)
Acquisition costs
(9)
2
(7)
(8)
1
(7)
Corporate (2)
(116)
81
(35)
(171)
127
(44)
Adjusted six months
$
(456)
$
169
$
(287)
$
(501)
$
212
$
(289)
- 52 -
(1)We incurred transaction-related costs, which include legal, consulting, employee compensation and other professional fees associated with completed, future and terminated acquisitions. Adjustments primarily relate to acquisition of AssuredPartners and Woodruff Sawyer, which closed in August 2025 and April 2025, respectively.
(2)Corporate pretax loss includes a net unrealized foreign exchange remeasurement loss of $(25) million in second quarter 2025. There was no net impact of unrealized foreign exchange remeasurement in second quarter 2026. Corporate pretax loss includes a net unrealized foreign exchange remeasurement gain of $6 million in the six-month period ended June 30, 2026 and a net unrealized foreign exchange remeasurement loss of $(48) million in the six-month period ended 2025.
(3)Adjustments in the six-month period ended June 30, 2026 include the write-down of a clean energy-related investment.
(4)Adjustments in second quarter 2026 and the six-month period ended June 30, 2026 include costs associated with legal and tax matters.
(5)Adjustments in second quarter 2026 and the six-month period ended June 30, 2026 include costs associated with the termination of the Gallagher US defined pension plan and other benefit plan changes.
Interest, banking costs and debt - Interest and banking costs includes expenses related to our debt.
Clean energy - This consists of the operating results related to our investments in clean energy projects, primarily fusion and carbon sequestration projects.
Acquisition costs - Consists mostly of external professional fees and other due diligence costs related to acquisitions. On occasion, we enter into forward currency hedges for the purchase price of committed, but not yet funded, acquisitions with funding requirements in currencies other than the U.S. dollar. The gains or losses, if any, associated with these hedge transactions are also included in acquisition costs.
Corporate - Consists of overhead allocations mostly related to corporate staff compensation, other corporate level activities, and net unrealized foreign exchange remeasurement. In addition, it includes the tax expense related to partial taxation of foreign earnings, nondeductible executive compensation and entertainment expenses, the tax benefit from vesting of employee equity awards, as well as other permanent or discrete tax items not reflected in the provision for income taxes in the brokerage and risk management segments. The income tax benefit of stock-based awards that vested or were settled in the six-month periods ended June 30, 2026 and 2025, was $31 million and $85 million, respectively, and is included in the table above in the Corporate line.
Clean energy investments - Please refer to our filings with the SEC, including Item 1A, “Risk Factors,” on pages 11 through 30 of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025, for a more detailed discussion of these and other factors that could impact the information above.
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Liquidity and Capital Resources
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations. The insurance brokerage and risk management industries are not capital intensive. Historically, our capital requirements have primarily included dividend payments on our common stock, repurchases of our common stock, funding of our investments, acquisitions of brokerage and risk management operations and capital expenditures, including investments being made in IT and software development projects.
Operating Cash Flow
Historically, we have depended on our ability to generate positive cash flow from operations to meet a substantial portion of our cash requirements. We believe that our cash flows from operations and borrowings under our Credit Agreement (as defined below) will provide us with adequate resources to meet our liquidity needs in the foreseeable future. To fund acquisitions made during 2025 and for the six-month period ended June 30, 2026, we relied on a combination of net cash flows from operations, proceeds from borrowings under our Credit Agreement, proceeds from issuances of senior unsecured notes and issuance of our common stock.
Cash provided by operating activities was $967 million and $448 million for six-month periods ended June 30, 2026 and 2025, respectively. The increase in cash provided by operating activities during the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to a decrease in payments on acquisition earnouts in excess of initial estimates (primarily related to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations) and by the growth in 2026 compared to 2025 in our reported net earnings, adjusted for non-cash items (i.e., EBITDAC), partially offset by timing differences between periods with cash receipts and disbursements related to accounts receivables and accrued compensation and other current liabilities. In April 2025, we made a $750 million earnout payment to the sellers related to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations in December 2021.
During the six-month period ended June 30, 2026 employee matching contributions to the 401(k) plan of $115 million relating to 2025 were funded using common stock. During the six-month period ended June 30, 2025, employee matching contributions to the 401(k) plan of $105 million relating to 2024 were funded using common stock.
When assessing our overall liquidity, we believe that the focus should be on EBITDAC, and cash provided by operating activities in our consolidated statement of cash flows. Consolidated EBITDAC was $2,503 million and $2,157 million for the six-month periods ended June 30, 2026 and 2025, respectively. Net earnings attributable to controlling interests were $1,146 million and $1,072 million for the six-month periods ended June 30, 2026 and 2025, respectively. We believe that EBITDAC items are indicators of trends in liquidity.
Defined Benefit Pension Plan
In 2025, we initiated a process to fully terminate our defined pension benefit plan. In fourth quarter 2025, substantially all of the future obligations under the plan were settled through a combination of lump sum payments to eligible, electing participants and a transfer of the remaining liability through the purchase of a group annuity contract to a highly-rated third-party insurance company. As of December 31, 2025, the only remaining obligations were payments to the Pension Benefit Guaranty Corporation (which we refer to as PBGC) for missing participants and the distribution of the surplus assets to plan participants. In fourth quarter 2025, we recognized a non-cash, pre-tax loss of approximately $16 million to operating expense in the consolidated statement of earnings that was offset by an approximate $12 million adjustment to consolidated statement of comprehensive earnings and a $4 million reversal of a deferred tax asset.
In second quarter 2026, we completed the termination process related to our defined pension benefit plan and recognized a non-cash, pre-tax loss of approximately $17 million to operating expense in the consolidated statement of earnings. We did not make any additional funding to the plan related to this plan termination process.
Investing Cash Flows
Capital Expenditures - Capital expenditures were $87 million and $68 million for the six-month periods ended June 30, 2026 and 2025, respectively. In 2026, we expect total expenditures for capital improvements to be approximately $227 million (includes the impact of acquisitions closed through June 30, 2026), part of which is related to expenditures on office moves and investments being made in IT and software development projects. Capital expenditures increased in 2026 compared to 2025 primarily due to an increase in acquisition integration related expenditures, differences in the period over period timing of expenditures related to investments in information technology, and by the movement of information technology to cloud computing based technology from in‑house hosted environments. Expenditures made related to cloud computing based technology are accounted for as deferred costs versus fixed assets, which would reduce capital expenditures.
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Acquisitions - Cash paid for acquisitions, net of cash and restricted cash acquired, was $616 million and $1,662 million in the six-month periods ended June 30, 2026 and 2025, respectively. In addition, during the six-month period ended June 30, 2026, we issued 0.1 million shares ($17 million) of our common stock as payment for a portion of the total consideration paid for 2026 acquisitions and earnout payments made in 2026. During the six-month period ended June 30, 2025, we issued 0.1 million shares ($17 million) of our common stock as payment for consideration paid for 2025 acquisitions and earnout payments made in 2025. We completed sixteen and twenty acquisitions in the six-month periods ended June 30, 2026 and 2025, respectively.
Annualized revenues of businesses acquired in the six-month periods ended June 30, 2026 and 2025 totaled approximately $122 million and $392 million, respectively. For the remainder of 2026, we expect to use cash on hand, new debt, our Credit Agreement, cash from operations and our common stock, or a combination thereof to fund all of the acquisitions we complete.
If liquidity concerns arise, we may be more likely to issue common stock to fund acquisitions.
Dispositions - During each of the six-month periods ended June 30, 2026 and 2025, we sold several books of business and recognized net gains of $14 million and $13 million, respectively. We received net cash proceeds of $6 million and $2 million, respectively, in these 2026 and 2025 transactions.
Financing Cash Flows
At June 30, 2026, we had $9,550 million of Senior Notes, $2,683 million of corporate related borrowings outstanding, $1,365 million of borrowings outstanding under our Credit Agreement, $134 million of borrowings outstanding under our Premium Financing Debt Facility and a cash and cash equivalent balance of $1,386 million.
As of June 30, 2026 we had no pre-issuance hedges open for 2026.
The Senior Notes, Note Purchase Agreements, the Credit Agreement and the Premium Financing Debt Facility contain various financial covenants that require us to maintain specified financial ratios. We were in compliance with these covenants at June 30, 2026.
Senior Notes - There were no changes in our Senior Notes in 2026 and 2025.
Note Purchase Agreement - During February 2026, we used operating cash to fund the $140 million Series II note maturity with a fixed rate of 4.85% due February 13, 2026 and $175 million Series I note maturity with a fixed rate of 4.73% due February 27, 2026.
During June 2026, we used operating cash to fund the $175 million Series Q note maturity that had a fixed rate of 4.40% that was due June 2, 2026 and $150 million Series P note maturity that had a fixed rate of 4.36% that was due June 24, 2026.
Credit Agreement - On April 3, 2025, we entered into an amendment and restatement to the Credit Agreement dated June 22, 2023 (which, as amended and restated, we refer to as the Credit Agreement). The Credit Agreement provides for a five-year unsecured revolving credit facility in the amount of $2,500 million, which is also available in Pounds Sterling, Canadian Dollars, Australian Dollars, New Zealand Dollars, Euros, Japanese Yen and any other currencies agreed by the lenders. The Credit Agreement also includes a $75 million letter of credit sub-facility and a $250 million Euro swingline sub-facility. We may also, upon the agreement of either one or more then-existing lenders or of additional banks not currently party to the Credit Agreement, increase the commitments under the Credit Agreement up to $3,000 million.
The amendment and restatement, among other things, also extended the maturity date from June 22, 2028 to April 3, 2030 and updated the facility fee and applicable margin as determined by reference to the rating of our long-term senior unsecured debt.
We use the Credit Agreement to post letters of credit and to borrow funds to supplement our operating cash flows from time to time. In the six-month period ended June 30, 2026, we borrowed an aggregate of $5,010 million and repaid $3,645 million. At June 30, 2026, there were $1,365 million of borrowings outstanding under the Credit Agreement. Due to outstanding letters of credit, $1,133 million remained available for potential borrowings under the Credit Agreement at June 30, 2026. Principal uses of the 2026 and 2025 borrowings under the Credit Agreement were to fund acquisitions, earnout payments related to acquisitions and general corporate purposes.
Premium Financing Debt Facility - On November 17, 2025, we entered into an amendment to our revolving loan facility (which we refer to as the Premium Financing Debt Facility), that provides funding for the three Australian (AU) and New
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Zealand (NZ) premium finance subsidiaries. The Premium Financing Debt Facility is comprised of: (i) Facility B, which is separated into AU$390 million and NZ$10 million tranches (the AU$ tranche will decrease as of March 1, 2027 to AU$310 million and the NZ$ tranche will increase as of October 1, 2026 to NZ$25 million), (ii) Facility C, which is an AU$60 million equivalent multi-currency overdraft tranche and (iii) Facility D, which is a NZ$15 million equivalent multi-currency overdraft tranche.
At June 30, 2026, AU$182 million of borrowings were outstanding under Facility B, with no borrowings outstanding under the NZ$ tranche of Facility B. There were AU$6 million of borrowings outstanding under Facility C and NZ$6 million of borrowings were outstanding under Facility D, which in aggregate amount to US$134 million of borrowings outstanding under the Premium Financing Debt Facility.
Dividends - Our board of directors determines our dividend policy. Our board of directors determines dividends on our common stock on a quarterly basis after considering our available cash from earnings, our anticipated cash needs and current conditions in the economy and financial markets.
In the six-month period ended June 30, 2026, we declared $364 million in cash dividends on our common stock, or $0.70 per common share per quarter, an 8% increase over the six-month period ended June 30, 2025. On July 29, 2026, we announced a quarterly dividend for third quarter 2026 of $0.70 per common share. This dividend level in 2026 will result in annualized net cash used by financing activities in 2026 of approximately $718 million (based on the number of outstanding shares as of June 30, 2026) or an anticipated increase in cash used of approximately $52 million compared to 2025. We make no assurances regarding the amount of any future dividend payments.
Shelf Registration Statement - On February 12, 2024, we filed a shelf registration statement on Form S-3 with the SEC, registering the offer and sale from time to time, of an indeterminate amount of debt securities, guarantees, common stock, preferred stock, warrants, depositary shares, purchase contracts, or units. The availability of the potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We make no assurances regarding when, or if, we will issue any securities under this registration statement. On November 15, 2022, we filed a shelf registration statement on Form S-4 with the SEC, registering 7.0 million shares of our common stock that we may offer and issue from time to time in connection with future acquisitions of other businesses, assets or securities. At June 30, 2026, 5.4 million shares remained available for issuance under this registration statement. Please see the information set forth in “Investing Cash Flows - Acquisitions.”
Common Stock Repurchases - We have in place a common stock repurchase plan approved by our board of directors in July 2021, that authorizes the repurchase of up to $1.5 billion of common stock. During the six-month period ended June 30, 2026 we repurchased 2.3 million shares of our common stock in the amount of $480 million pursuant to our repurchase plan. During the six-month period ended June 30, 2025, we did not repurchase shares of our common stock. The plan authorizes the repurchase of our common stock at such times and prices, as we may deem advantageous, in transactions on the open market or in privately negotiated transactions.
We are under no commitment or obligation to repurchase any particular number of shares, and the plan may be suspended at any time at our discretion. Management may consider repurchasing common stock during the remainder of 2026 to the extent that our available cash exceeds acquisition opportunities. Funding for share repurchases may come from a variety of sources, including cash from operations, short-term or long‑term borrowings under our Credit Agreement or other sources. See “Issuer Purchases of Equity Securities” below for more information regarding shares repurchased during the quarter.
Public Offering of Common Stock - On December 9, 2024, we entered into an Underwriting Agreement with Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed thereto, pursuant to which we agreed to sell 30.4 million shares of our common stock for a public per share offering price of $280.00, for aggregate offering price of $8.5 billion. The offering closed on December 11, 2024 and 30.4 million shares of our common stock were issued for net proceeds, after underwriting discounts, of $8.3 billion. We also granted the underwriters a 30-day option to purchase up to an additional 4.6 million shares of our common stock at the same price, which was exercised in full by the underwriters on January 6, 2025.
The option closed on January 7, 2025 and 4.6 million shares of our common stock were issued for net proceeds, after underwriting discounts, of $1.3 billion of cash. We used the proceeds of this offering to fund a portion of the cash consideration payable in connection with the AssuredPartners acquisition and for other general corporate purposes including other acquisitions.
At-the-Market Equity Program - On March 14, 2024, we entered into an updated Equity Distribution Agreement with Morgan Stanley & Co. LLC, pursuant to which we may offer and sell, from time to time, up to 3.0 million shares of our common stock through Morgan Stanley as sales agent. We intend to use the net proceeds of sales under this program to
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fund future acquisitions from time to time or for general corporate purposes. During the quarter ended June 30, 2026, we did not sell shares of our common stock under the program.
Common Stock Issuances - Refer to Note 13 for more information regarding the issuance or our common stock and the qualified contributory savings and thrift 401(k) plan.
Outlook - We believe that we have sufficient capital and access to additional capital to meet our short- and long-term cash flow needs.
Critical Accounting Estimates
There have been no changes in our critical accounting estimates, which include revenue recognition, income taxes and intangible assets/earnout obligations, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Business Combinations and Dispositions
See Note 3 to the unaudited consolidated financial statements for a discussion of our business combinations during the six-month period ended June 30, 2026. We did not have any material dispositions during the six-month period ended June 30, 2026.
Mentions · how they’re counted
| Category | Underlined | Word counter | Model’s count |
|---|---|---|---|
| AI AI, artificial intelligence, generative AI, machine learning, large language model, LLM | 0 | 0 | 0 |
| Layoffs layoffs, RIF, headcount reduction, workforce optimization, restructuring | 1 | — | 3 |
| Recession recession, downturn, contraction, slowdown | 0 | 0 | 0 |
| Tariffs tariff, trade war, trade barriers, trade restrictions, trade policy | 0 | 0 | 0 |
| Buybacks share repurchase, buyback program | 1 | — | 0 |
Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.
Not placed in the text
These quotes are stored with a score, but no passage here matches them closely enough to highlight. Rather than point at the wrong passage, they are listed as stored.
Theme · Acquisition integration
“Acquisition integration costs, which include costs related to certain large acquisitions, are not expected to occur on an ongoing basis in the future once we fully assimilate the applicable acquisition.”
Theme · Margin compression
“Adjusted EBITDAC margin decreased 284 bpts to 33.3% for the brokerage segment and increased 137 bpts to 22.3% for the risk management segment.”
Theme · Earnout adjustments
“The change in the expense from the change in estimated acquisition earnout payables was primarily due to adjustments made to the estimated fair value of earnout obligations related to revised assumptions due to rising interest rates and increased market volatility.”
Source: SEC EDGAR · public domain · Highlights by Palanor