Arthur J.Gallagher & Co.

11/05/2026 | Press release | Distributed by Public on 11/05/2026 07:48

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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 three and nine-month periods ended September 30, 2026. Readers should review this information in conjunction with the September 30, 2026 unaudited consolidated financial statements and notes included in Item 1 of Part I of this quarterly report on Form 10-Q and the audited consolidated financial statements and notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
Prior Year Discussion of Results and Comparisons
For information on fiscal third quarter 2025 results and similar comparisons, see "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-Q for the fiscal nine-month period ended September 30, 2025.
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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•Workforce 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, these adjustments may from time to time include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-ups and other balance sheet adjustments made after the closing date.
•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 and third quarter 2025 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. Because the AssuredPartners acquisition closed in the middle of third quarter 2025 (on August 18, 2025), organic revenue for the three-month and nine-month periods ended September 30, 2026 excludes all AssuredPartners revenues, including revenues earned after the first anniversary of the acquisition, and the comparable 2025 periods likewise exclude AssuredPartners revenues. Such revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of our business in both the current and prior period. In order to improve the comparability of our results between periods, we further exclude the period-over-period impact of foreign currency translation; revenue from certain large life product sales within Gallagher's Executive Life and Benefits practice group (which are typically large, singular transactions with a high degree of variability in amount and timing); and revenue attributable to changes in assumptions used to calculate estimated deferred revenues, which impact the quarterly timing of revenues during the annual contract period. For the risk management segment, organic revenues consists of fee revenues and excludes the first twelve months of such revenues generated from acquisitions and such revenues related to divested operations in each year presented. In order to improve the comparability of our results between periods, we further exclude the period-over-period impact of foreign currency translation.
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 and adjusted EBITDAC margin (on pages 44 and 50) and for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on pages 39 and 40), for organic revenue measures (on pages 45 and 50), respectively, for the brokerage and risk management segments, for adjusted compensation and operating expenses for the brokerage segment (on page 47) and (on pages 51 and 52) for the risk management segment.
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. We 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 Third 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 nine-month period ended September 30, 2026, we generated approximately 69% of our revenues for the combined brokerage and risk management segments domestically and 31% internationally, primarily in Australia, Canada, New Zealand and the U.K. We have three reportable segments: brokerage, risk management and corporate. The brokerage and risk management segments contributed approximately 88% and 12%, respectively, to revenues during the nine-month period ended
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September 30, 2026. The corporate segment did not generate any significant revenues in the nine-month period ended September 30, 2026. Our major sources of operating revenues are commissions, fees and supplemental and contingent revenues from brokerage operations and fees from risk management operations. Interest income is earned on cash, cash equivalents and fiduciary cash and revenues are generated from premium financing.
We use the Council of Insurance Agents and Brokers (which we refer to as CIAB) insurance pricing quarterly survey as an indicator of the insurance rate environment. The CIAB represents the leading domestic and international insurance brokers, who write approximately 85% of the commercial property/casualty premiums in the U.S. The third quarter 2026 survey had not been published as of the filing date of this report. The first and second quarter 2026 surveys indicated that U.S. commercial property/casualty rates decreased 1.2% and 2.0%, respectively. The 2025 quarterly surveys indicated that U.S. commercial property/casualty rates increased by 4.2%, 3.7%, 1.6%, and 0.2% on average for the first, second, third and fourth quarters of 2025. Market conditions continue to vary significantly by line of coverage, geography and individual risk characteristics.
We continue to observe significant carrier competition across property-related coverages. Casualty market conditions vary by line and account, with underwriting remaining more cautious in certain casualty lines, particularly in the U.S.
Catastrophe loss activity and other market factors could influence pricing, capacity and underwriting conditions in the property insurance and reinsurance markets upon renewal. In addition, loss-cost trends in certain casualty coverages could impact pricing, capacity and underwriting terms and conditions in those lines.
Rising insurable values, including those driven by inflationary pressures, employment levels, and changes in market risks, continue to contribute to growth in insured exposures.
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Summary of Financial Results - Three-Month Periods Ended September 30, 2026 and 2025
See the reconciliations of non-GAAP measures on page 41.
(In millions, except per share data) 3rd Quarter 2026 3rd Quarter 2025 Change
Reported
GAAP 		Adjusted
Non-GAAP 		Reported
GAAP 		Adjusted
Non-GAAP 		Reported
GAAP 		Adjusted
Non-GAAP
Brokerage Segment
Revenues $ 3,473 $ 3,460 $ 2,922 $ 2,928 19 % 18 %
Organic revenues $ 2,493 $ 2,381 5 %
Net earnings $ 515 $ 409 26 %
Net earnings margin 14.8 % 14.0 % + 83 bpts
Adjusted EBITDAC $ 1,222 $ 975 25 %
Adjusted EBITDAC margin 35.3 % 33.3 % + 202 bpts
Diluted net earnings per share $ 1.97 $ 3.34 $ 1.57 $ 2.64 25 % 27 %
Risk Management Segment
Revenues before reimbursements $ 457 $ 457 $ 402 $ 407 14 % 12 %
Organic revenues $ 435 $ 397 10 %
Net earnings $ 61 $ 50 22 %
Net earnings margin (before reimbursements) 13.3 % 12.3 % + 91 bpts
Adjusted EBITDAC $ 104 $ 89 17 %
Adjusted EBITDAC margin (before reimbursements) 22.8 % 21.9 % + 87 bpts
Diluted net earnings per share $ 0.24 $ 0.27 $ 0.19 $ 0.22 26 % 23 %
Corporate Segment
Diluted net loss per share $ (0.66) $ (0.61) $ (0.72) $ (0.55)
Total Company
Diluted net earnings per share $ 1.55 $ 3.00 $ 1.04 $ 2.31 49 % 30 %
Total Brokerage and Risk Management Segment
Diluted net earnings per share $ 2.21 $ 3.61 $ 1.76 $ 2.86 26 % 26 %
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Summary of Financial Results - Nine-Month Periods Ended September 30, 2026 and 2025
See the reconciliations of non-GAAP measures on page 42.
(In millions, except per share data) Nine-Months 2026 Nine-Months 2025 Change
Reported
GAAP 		Adjusted
Non-GAAP 		Reported
GAAP 		Adjusted
Non-GAAP 		Reported
GAAP 		Adjusted
Non-GAAP
Brokerage Segment
Revenues $ 11,268 $ 11,240 $ 9,023 $ 9,075 25 % 24 %
Organic revenues $ 8,297 $ 7,930 5 %
Net earnings $ 1,878 $ 1,735 8 %
Net earnings margin 16.7 % 19.2 % - 256 bpts
Adjusted EBITDAC $ 4,104 $ 3,436 19 %
Adjusted EBITDAC margin 36.5 % 37.9 % - 135 bpts
Diluted net earnings per share $ 7.22 $ 11.27 $ 6.65 $ 9.39 9 % 20 %
Risk Management Segment
Revenues before reimbursements $ 1,338 $ 1,338 $ 1,168 $ 1,185 15 % 13 %
Organic revenues $ 1,276 $ 1,155 10 %
Net earnings $ 168 $ 134 25 %
Net earnings margin (before reimbursements) 12.6 % 11.4 % + 109 bpts
Adjusted EBITDAC $ 299 $ 250 20 %
Adjusted EBITDAC margin (before reimbursements) 22.4 % 21.1 % + 126 bpts
Diluted net earnings per share $ 0.65 $ 0.76 $ 0.51 $ 0.62 27 % 23 %
Corporate Segment
Diluted net loss per share $ (1.90) $ (1.71) $ (2.00) $ (1.66)
Total Company
Diluted net earnings per share $ 5.97 $ 10.32 $ 5.16 $ 8.35 16 % 24 %
Total Brokerage and Risk Management Segment
Diluted net earnings per share $ 7.87 $ 12.03 $ 7.16 $ 10.01 10 % 20 %
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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 nine-month periods ended September 30, 2026 with the same periods in 2025. In addition, these tables provide reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share. Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 44 and 50, respectively, of this filing.
For the Three-Month Periods Ended September 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 $ 3,473 $ 2,922 $ 515 $ 409 $ 1,036 $ 839 $ 1.97 $ 1.57 25 %
Net (gains) losses on divestitures (13) 8 (10) 6 (13) 8 (0.04) 0.02
Acquisition integration - - 77 50 103 66 0.30 0.19
Workforce and lease termination - - 27 16 35 22 0.10 0.06
Acquisition-related adjustments - - 50 47 61 46 0.19 0.18
Amortization of intangible assets - - 212 163 - - 0.82 0.63
Effective income tax rate impact - - - 2 - - - 0.01
Levelized foreign currency translation - (2) - (5) - (6) - (0.02)
Brokerage, as adjusted 3,460 2,928 871 688 1,222 975 3.34 2.64 27 %
Risk Management, as reported 457 402 61 50 101 82 0.24 0.19 26 %
Acquisition integration - - - 1 - 2 - 0.01
Workforce and lease termination - - 1 3 1 4 - 0.01
Acquisition-related adjustments - - 1 - 2 - 0.01 -
Amortization of intangible assets - - 5 3 - - 0.02 0.01
Levelized foreign currency translation - 5 - 1 - 1 - -
Risk Management, as adjusted 457 407 68 58 104 89 0.27 0.22 23 %
Corporate, as reported - 1 (170) (186) (89) (109) (0.66) (0.72)
Transaction-related costs - - 14 36 17 34 0.05 0.14
Legal, tax and benefit plan-related - - (1) 8 (1) 24 - 0.03
Corporate, as adjusted - 1 (157) (142) (73) (51) $ (0.61) $ (0.55)
Total Company, as reported $ 3,930 $ 3,325 $ 406 $ 273 $ 1,048 $ 812 $ 1.55 $ 1.04 49 %
Total Company, as adjusted $ 3,917 $ 3,336 $ 782 $ 604 $ 1,253 $ 1,013 $ 3.00 $ 2.31 30 %
Total Brokerage & Risk
Management, as reported $ 3,930 $ 3,324 $ 576 $ 459 $ 1,137 $ 921 $ 2.21 $ 1.76 26 %
Total Brokerage & Risk
Management, as adjusted $ 3,917 $ 3,335 $ 939 $ 746 $ 1,326 $ 1,064 $ 3.61 $ 2.86 26 %
For third quarter 2025, reported and adjusted amounts for the Brokerage Segment include approximately $76 million of incremental interest income, or approximately 22 cents after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
For the three-month period ended September 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $477 million, $10 million and $16 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $121 million, $3 million and ($3) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 41.
For the three-month period ended September 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $371 million, $11 million and $58 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $92 million, $3 million and ($14) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 41.
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For the Nine-Month Periods Ended September 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 $ 11,268 $ 9,023 $ 1,878 $ 1,735 $ 3,546 $ 3,082 $ 7.22 $ 6.65 9 %
Net (gains) on divestitures (28) (4) (21) (3) (28) (4) (0.08) (0.01)
Acquisition integration - - 226 113 303 151 0.87 0.43
Workforce and lease termination - - 77 58 102 77 0.30 0.22
Acquisition-related adjustments - - 138 97 181 126 0.53 0.37
Amortization of intangible assets - - 631 445 - - 2.43 1.71
Effective income tax rate impact - - - 3 - - - 0.01
Levelized foreign currency translation - 56 - 1 - 4 - 0.01
Brokerage, as adjusted 11,240 9,075 2,929 2,449 4,104 3,436 11.27 9.39 20 %
Risk Management, as reported 1,338 1,168 168 134 283 229 0.65 0.51 27 %
Acquisition integration - - 2 3 2 6 0.01 0.02
Workforce and lease termination - - 3 9 4 11 0.01 0.03
Acquisition-related adjustments - - 7 1 10 1 0.03 0.01
Amortization of intangible assets - - 15 12 - - 0.06 0.04
Levelized foreign currency translation - 17 - 3 - 3 - 0.01
Risk Management, as adjusted 1,338 1,185 195 162 299 250 0.76 0.62 23 %
Corporate, as reported (5) 1 (493) (519) (278) (342) (1.90) (2.00)
Transaction-related costs - - 30 80 36 86 0.12 0.31
Legal, tax and benefit plan-related - - 16 8 38 24 0.06 0.03
Clean energy-related 5 - 3 - 5 - 0.01 -
Corporate, as adjusted - 1 (444) (431) (199) (232) (1.71) (1.66)
Total Company, as reported $ 12,601 $ 10,192 $ 1,553 $ 1,350 $ 3,551 $ 2,969 $ 5.97 $ 5.16 16 %
Total Company, as adjusted $ 12,578 $ 10,261 $ 2,680 $ 2,180 $ 4,204 $ 3,454 $ 10.32 $ 8.35 24 %
Total Brokerage & Risk
Management, as reported $ 12,606 $ 10,191 $ 2,046 $ 1,869 $ 3,829 $ 3,311 $ 7.87 $ 7.16 10 %
Total Brokerage & Risk
Management, as adjusted $ 12,578 $ 10,260 $ 3,124 $ 2,611 $ 4,403 $ 3,686 $ 12.03 $ 10.01 20 %
For nine-month period ended September 30, 2025, reported and adjusted amounts for the Brokerage Segment include approximately $363 million of incremental interest income, or approximately $1.05 after-tax, earned on the cash proceeds associated with the AssuredPartners Financing in December 2024.
For the nine-month period ended September 30, 2026, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $1,413 million, $37 million and $79 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $362 million, $10 million and ($30) million, respectively, relating to these adjustments. A detailed reconciliation of the 2026 provision (benefit) for income taxes is shown on page 42.
For the nine-month period ended September 30, 2025, the pretax impact of adjustments for the brokerage, risk management and corporate segments totals $950 million, $37 million and $110 million, respectively, and corresponding adjustment to the provision (benefit) for income taxes of $236 million, $10 million and ($22) million, respectively, relating to these adjustments. A detailed reconciliation of the 2025 provision (benefit) for income taxes is shown on page 42.
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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 September 30, 2026
Brokerage, as reported $ 691 $ 176 $ 515 $ 3 $ 512 $ 1.97
Net (gains) on divestitures (13) (3) (10) - (10) (0.04)
Acquisition integration 103 26 77 - 77 0.30
Workforce and lease termination 35 8 27 - 27 0.10
Acquisition-related adjustments 68 18 50 - 50 0.19
Amortization of intangible assets 284 72 212 - 212 0.82
Brokerage, as adjusted $ 1,168 $ 297 $ 871 $ 3 $ 868 $ 3.34
Risk Management, as reported $ 83 $ 22 $ 61 $ - $ 61 $ 0.24
Workforce and lease termination 1 - 1 - 1 -
Acquisition-related adjustments 2 1 1 - 1 0.01
Amortization of intangible assets 7 2 5 - 5 0.02
Risk Management, as adjusted $ 93 $ 25 $ 68 $ - $ 68 $ 0.27
Corporate, as reported $ (259) $ (89) $ (170) $ - $ (170) $ (0.66)
Transaction-related costs 17 3 14 - 14 0.05
Legal and tax-related (1) - (1) - (1) -
Corporate, as adjusted $ (243) $ (86) $ (157) $ - $ (157) $ (0.61)
Quarter Ended September 30, 2025 -
Brokerage, as reported $ 550 $ 141 $ 409 $ 1 $ 408 $ 1.57
Net losses on divestitures 8 2 6 - 6 0.02
Acquisition integration 66 16 50 - 50 0.19
Workforce and lease termination 22 6 16 - 16 0.06
Acquisition-related adjustments 63 16 47 - 47 0.18
Amortization of intangible assets 218 55 163 - 163 0.63
Effective income tax rate impact - (2) 2 - 2 0.01
Levelized foreign currency translation (6) (1) (5) - (5) (0.02)
Brokerage, as adjusted $ 921 $ 233 $ 688 $ 1 $ 687 $ 2.64
Risk Management, as reported $ 68 $ 18 $ 50 $ - $ 50 $ 0.19
Acquisition integration 2 1 1 - 1 0.01
Workforce and lease termination 4 1 3 - 3 0.01
Amortization of intangible assets 4 1 3 - 3 0.01
Levelized foreign currency translation 1 - 1 - 1 -
Risk Management, as adjusted $ 79 $ 21 $ 58 $ - $ 58 $ 0.22
Corporate, as reported $ (272) $ (86) $ (186) $ - $ (186) $ (0.72)
Transaction-related costs 34 (2) 36 - 36 0.14
Legal and tax-related 24 16 8 - 8 0.03
Corporate, as adjusted $ (214) $ (72) $ (142) $ - $ (142) $ (0.55)
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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
Nine-Months Ended September 30, 2026
Brokerage, as reported $ 2,521 $ 643 $ 1,878 $ 4 $ 1,874 $ 7.22
Net (gains) on divestitures (28) (7) (21) - (21) (0.08)
Acquisition integration 303 77 226 - 226 0.87
Workforce and lease termination 102 25 77 - 77 0.30
Acquisition-related adjustments 187 49 138 - 138 0.53
Amortization of intangible assets 849 218 631 - 631 2.43
Brokerage, as adjusted $ 3,934 $ 1,005 $ 2,929 $ 4 $ 2,925 $ 11.27
Risk Management, as reported $ 229 $ 61 $ 168 $ - $ 168 $ 0.65
Acquisition integration 2 - 2 - 2 0.01
Workforce and lease termination 4 1 3 - 3 0.01
Acquisition-related adjustments 10 3 7 - 7 0.03
Amortization of intangible assets 21 6 15 - 15 0.06
Risk Management, as adjusted $ 266 $ 71 $ 195 $ - $ 195 $ 0.76
Corporate, as reported $ (778) $ (285) $ (493) $ - $ (493) $ (1.90)
Transaction-related costs 36 6 30 - 30 0.12
Legal, tax and benefit plan-related 38 22 16 - 16 0.06
Clean energy-related 5 2 3 - 3 0.01
Corporate, as adjusted $ (699) $ (255) $ (444) $ - $ (444) $ (1.71)
Nine-Months Ended September 30, 2025 -
Brokerage, as reported $ 2,335 $ 600 $ 1,735 $ 6 $ 1,729 $ 6.65
Net (gains) on divestitures (4) (1) (3) - (3) (0.01)
Acquisition integration 151 38 113 - 113 0.43
Workforce and lease termination 77 19 58 - 58 0.22
Acquisition-related adjustments 129 32 97 - 97 0.37
Amortization of intangible assets 596 151 445 - 445 1.71
Effective income tax rate impact - (3) 3 - 3 0.01
Levelized foreign currency translation 1 - 1 - 1 0.01
Brokerage, as adjusted $ 3,285 $ 836 $ 2,449 $ 6 $ 2,443 $ 9.39
Risk Management, as reported $ 182 $ 48 $ 134 $ - $ 134 $ 0.51
Acquisition integration 6 3 3 - 3 0.02
Workforce and lease termination 11 2 9 - 9 0.03
Acquisition-related adjustments 1 - 1 - 1 0.01
Amortization of intangible assets 16 4 12 - 12 0.04
Levelized foreign currency translation 3 - 3 - 3 0.01
Risk Management, as adjusted $ 219 $ 57 $ 162 $ - $ 162 $ 0.62
Corporate, as reported $ (825) $ (306) $ (519) $ - $ (519) $ (2.00)
Transaction-related costs 86 6 80 - 80 0.31
Legal and tax-related 24 16 8 - 8 0.03
Corporate, as adjusted $ (715) $ (284) $ (431) $ - $ (431) $ (1.66)
Acquisitions in 2026
Please see Note 3 to our consolidated financial statements for further details on our most recent acquisitions.
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Results of Operations
Brokerage
The brokerage segment accounted for 88% of our revenues during the nine-month period ended September 30, 2026. Our brokerage segment is primarily comprised of retail, wholesale and reinsurance brokerage operations. For further description of our segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Financial information relating to our brokerage segment results for the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data).
Three-month period ended
September 30, 		Nine-month period ended
September 30,
Statement of Earnings 2026 2025 Change 2026 2025 Change
Commissions $ 2,371 $ 1,908 463 $ 7,936 $ 5,965 1,971
Fees 776 665 111 2,306 1,864 442
Supplemental revenues 148 117 31 469 334 135
Contingent revenues 74 75 (1) 280 241 39
Interest income, premium finance revenues and other income 104 157 (53) 277 619 (342)
Total revenues 3,473 2,922 551 11,268 9,023 2,245
Compensation 1,929 1,649 280 6,157 4,792 1,365
Operating 508 434 74 1,565 1,149 416
Depreciation 46 42 4 140 113 27
Amortization 284 218 66 849 596 253
Change in estimated acquisition earnout payables 15 29 (14) 36 38 (2)
Total expenses 2,782 2,372 410 8,747 6,688 2,059
Earnings before income taxes 691 550 141 2,521 2,335 186
Provision for income taxes 176 141 35 643 600 43
Net earnings 515 409 106 1,878 1,735 143
Net earnings attributable to noncontrolling interests 3 1 2 4 6 (2)
Net earnings attributable to controlling interests $ 512 $ 408 $ 104 $ 1,874 $ 1,729 $ 145
Diluted net earnings per share $ 1.97 $ 1.57 $ 0.40 $ 7.22 $ 6.65 $ 0.57
Other Information
Change in diluted net earnings per share 25 % (8 %) 9 % 9 %
Growth in revenues 19 % 22 % 25 % 18 %
Organic change in commissions and fees 4 % 4 % 4 % 6 %
Compensation expense ratio 56 % 56 % 55 % 53 %
Operating expense ratio 15 % 15 % 14 % 13 %
Effective income tax rate 25 % 26 % 26 % 26 %
Workforce at end of period (includes acquisitions) 57,587 55,722
Identifiable assets at September 30 $ 74,499 $ 60,090
EBITDAC
Net earnings $ 515 $ 409 $ 106 $ 1,878 $ 1,735 $ 143
Provision for income taxes 176 141 35 643 600 43
Depreciation 46 42 4 140 113 27
Amortization 284 218 66 849 596 253
Change in estimated acquisition earnout payables 15 29 (14) 36 38 (2)
EBITDAC $ 1,036 $ 839 $ 197 $ 3,546 $ 3,082 $ 464
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The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025 (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 Change 2026 2025 Change
Net earnings, as reported $ 515 $ 409 26% $ 1,878 $ 1,735 8%
Provision for income taxes 176 141 643 600
Depreciation 46 42 140 113
Amortization 284 218 849 596
Change in estimated acquisition earnout payables 15 29 36 38
EBITDAC 1,036 839 23% 3,546 3,082 15%
Net (gains) losses on divestitures (13) 8 (28) (4)
Acquisition integration 103 66 303 151
Workforce and lease termination related charges 35 22 102 77
Acquisition related adjustments 61 46 181 126
Levelized foreign currency translation - (6) - 4
EBITDAC, as adjusted $ 1,222 $ 975 25% $ 4,104 $ 3,436 19%
Net earnings margin, as reported 14.8 % 14.0 % + 83 bpts 16.7 % 19.2 % - 256 bpts
EBITDAC margin, as adjusted 35.3 % 33.3 % + 202 bpts 36.5 % 37.9 % - 135 bpts
Reported revenues * $ 3,473 $ 2,922 ** $ 11,268 $ 9,023
Adjusted revenues - see pages 39 and 40 $ 3,460 $ 2,928 $ 11,240 $ 9,075
*Third quarter 2025 adjusted EBITDAC includes approximately $76 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior period, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, favorably impacted the year-over-year change in third quarter adjusted EBITDAC margin by approximately 0.4%.
** Adjusted EBITDAC for the nine-month period ended September 30, 2025 includes approximately $363 million of interest income revenues earned on the cash proceeds associated with the AssuredPartners Financing in December 2024. The interest income in the prior year, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year-over-year change in adjusted EBITDAC margin for the nine-month period ended September 30, by approximately 2.2%.
Commissions and fees - Base commissions and fees increased $574 million or 22%, for the three-month period ended September 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended September 30, 2026 and 4% organic growth.
Base commissions and fees increased $2,413 million or 31%, for the nine-month period ended September 30, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended September 30, 2026 and 4% organic growth. Organic growth reflected strong customer retention and new business generation, in addition to continued renewal premiums increases (premium rates and exposures).
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Items excluded from organic revenue computations yet impacting revenue comparisons for the three and nine-month periods ended September 30, 2026 and 2025 include the following (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
Organic Revenues (Non-GAAP) 2026 2025 Change 2026 2025 Change
Base Commissions and Fees
Commission and fees, as reported $ 3,147 $ 2,573 22% $ 10,242 $ 7,829 31%
Less commission and fee revenues from acquisitions, divested operations and other (838) (358) (2,550) (502)
Levelized foreign currency translation - (3) - 48
Organic base commission and fees $ 2,309 $ 2,212 4% $ 7,692 $ 7,375 4%
Supplemental revenues
Supplemental revenues, as reported $ 148 $ 117 26% $ 469 $ 334 40%
Less supplemental revenues from acquisitions, divested operations and other (24) (8) (87) (8)
Levelized foreign currency translation - - - 2
Organic supplemental revenues $ 124 $ 109 14% $ 382 $ 328 16%
Contingent revenues
Contingent revenues, as reported $ 74 $ 75 (1)% $ 280 $ 241 16%
Less contingent revenues from acquisitions, divested operations and other (14) (15) (57) (15)
Levelized foreign currency translation - - - 1
Organic contingent revenues $ 60 $ 60 -% $ 223 $ 227 (2)%
Total reported commissions, fees, supplemental revenues and contingent revenues $ 3,369 $ 2,765 22% $ 10,991 $ 8,404 31%
Less commissions, fees, supplemental revenues and contingent revenues from acquisitions, divested operations and other (876) (381) (2,694) (525)
Levelized foreign currency translation - (3) - 51
Total organic commissions, fees, supplemental revenues and contingent revenues $ 2,493 $ 2,381 5% $ 8,297 $ 7,930 5%
The following is a summary of brokerage segment acquisition activity for 2026 and 2025:
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 2026 2025
Number of acquisitions closed 5 6 19 25
Estimated annualized revenues acquired (in millions) $ 102 $ 3,036 $ 209 $ 3,390
In the three and nine-month periods ended September 30, 2026 we issued 48,000 shares and 124,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions. In the three and nine-month periods ended September 30, 2025 we issued 9,000 shares and 58,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions.
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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 $ 148 $ 469
Reported contingent revenues 115 91 74 280
Reported supplemental and contingent revenues $ 295 $ 232 $ 222 $ 749
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 - Interest income, premium finance revenues and other income in the three and nine-month periods ended September 30, 2026 decreased compared to the same periods in 2025, primarily due to decreases in interest income earned on our own and fiduciary funds, including the $76 million and $363 million respectively, of interest income earned in the three and nine-month periods ended September 30, 2025 related to the cash proceeds associated with the AssuredPartners Financing in December 2024.
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
September 30, 		Nine-month period ended
September 30,
2026 2025 2026 2025
Interest income, premium finance revenues and other income $ 104 $ 157 $ 277 $ 619
Less:
Net (gains) loss on divestitures (13) 8 (28) (4)
Premium financing revenues and net earnings from equity interests (25) (32) (72) (79)
Interest income from cash, cash equivalents, and fiduciary cash $ 66 $ 133 $ 177 $ 536
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Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three and nine-month periods ended September 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 2026 2025
Compensation expense, as reported $ 1,929 $ 1,649 $ 6,157 $ 4,792
Acquisition integration (61) (38) (151) (86)
Workforce and lease termination related charges (31) (16) (84) (68)
Acquisition related adjustments (61) (46) (181) (126)
Levelized foreign currency translation - 2 - 39
Compensation expense, as adjusted $ 1,776 $ 1,551 $ 5,741 $ 4,551
Reported compensation expense ratios 55.5 % 56.4 % 54.6 % 53.1 %
Adjusted compensation expense ratios 51.3 % 53.0 % 51.1 % 50.2 %
Reported revenues $ 3,473 $ 2,922 $ 11,268 $ 9,023
Adjusted revenues - see pages 39 and 40 $ 3,460 $ 2,928 $ 11,240 $ 9,075
The $280 million increase in compensation expense for the three-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2026 - $199 million, increases in base compensation to service and support organic growth - $28 million, acquisition integration costs - $23 million, increased acquisition earnout related adjustments - $15 million, and workforce and lease termination related charges - $15 million.
The $1,365 million increase in compensation expense for the nine-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2026 - $1,096 million, increases in base compensation to service and support organic growth - $133 million, acquisition integration costs - $65 million, increased acquisition earnout related adjustments - $55 million and workforce and lease termination related charges - $16 million.
Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and nine-month periods ended September 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 2026 2025
Operating expense, as reported $ 508 $ 434 $ 1,565 $ 1,149
Acquisition integration (42) (28) (152) (65)
Workforce and lease termination related charges (4) (6) (18) (9)
Levelized foreign currency translation - 2 - 13
Operating expense, as adjusted $ 462 $ 402 $ 1,395 $ 1,088
Reported operating expense ratios 14.6 % 14.8 % 13.9 % 12.7 %
Adjusted operating expense ratios 13.4 % 13.7 % 12.4 % 12.0 %
Reported revenues $ 3,473 $ 2,922 $ 11,268 $ 9,023
Adjusted revenues - see pages 39 and 40 $ 3,460 $ 2,928 $ 11,240 $ 9,075
The $74 million increase in operating expense for the three-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2026 - $48 million, acquisition integration costs - $14 million, investments in technology - $14 million, partially offset by decreases in workforce and lease termination related charges - $2 million.
The $416 million increase in operating expense for the nine-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended September 30,
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2026 - $276 million, acquisition integration costs - $87 million, additional investments in technology - $44 million, and workforce and lease termination related charges - $9 million.
Depreciation - Depreciation expense increased in the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025 by $4 million and $27 million, respectively. The increase in depreciation expense in 2026 compared to 2025 was due primarily to the purchases of furniture, equipment and leasehold improvements related to office consolidations and moves, and expenditures related to upgrading computer systems. Also contributing to the increase in depreciation expense was the depreciation expense associated with acquisitions completed in the twelve-month period ended September 30, 2026.
Amortization - The increase in amortization expense in the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in the twelve-month period ended September 30, 2026. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2026, we wrote off $7 million and $29 million, respectively, of amortizable assets. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2025, we wrote off $2 million and $43 million, respectively, of amortizable assets. We review all of our intangible assets for impairment periodically (at least annually for goodwill) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. We perform such impairment reviews at the division (i.e., reporting unit) level with respect to goodwill and at the business unit level for amortizable intangible assets. In reviewing intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Expiration lists, non-compete agreements and trade names are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names).
Change in estimated acquisition earnout payables - The change in the expense from the change in estimated acquisition earnout payables in the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025, was primarily due to adjustments made to the estimated fair value of earnout obligations related to revised assumptions due to rising interest rates and increased market volatility and projections of future performance. During the three-month periods ended September 30, 2026 and 2025, we recognized $8 million and $12 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026. During the nine-month periods ended September 30, 2026 and 2025, we recognized $30 million and $35 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2026. In addition, during the three-month periods ended September 30, 2026 and 2025, we recognized $7 million and $17 million of expense related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 30 and 41 acquisitions, respectively. In addition, during the nine-month periods ended September 30, 2026 and 2025, we recognized $6 million and $3 million of expense related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 94 and 81 acquisitions, respectively.
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 September 30, 2026 and 2025, were 25.5% and 25.6%, respectively. The brokerage segment's effective income tax rates for the nine-month periods ended September 30, 2026 and 2025, were 25.5% and 25.7%, respectively. We anticipate reporting an effective tax rate of approximately 24.5% to 26.5% in our brokerage segment based on known changes in tax rates in future periods.
Net earnings attributable to noncontrolling interests - The amounts reported in this line for each of the three-month periods ended September 30, 2026 and 2025, include noncontrolling interest earnings of $3 million and $1 million, respectively. The
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amounts reported in this line for the nine-month periods ended September 30, 2026 and 2025, include noncontrolling interest earnings of $4 million and $6 million, respectively.
Risk Management
The risk management segment accounted for 12% of our revenue during the nine-month period ended September 30, 2026. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting. For further description of segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.
Financial information relating to our risk management segment results for the three and nine-month periods ended September 30, 2026 compared to the same periods in 2025, is as follows (in millions, except per share, percentages and workforce data):
Statement of Earnings Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 Change 2026 2025 Change
Fees $ 448 $ 393 $ 55 $ 1,313 $ 1,141 $ 172
Interest income and other income 9 9 - 25 27 (2)
Revenues before reimbursements 457 402 55 1,338 1,168 170
Reimbursements 46 40 6 136 122 14
Total revenues 503 442 61 1,474 1,290 184
Compensation 271 244 27 809 719 90
Operating 85 76 9 246 220 26
Reimbursements 46 40 6 136 122 14
Depreciation 10 10 - 30 30 -
Amortization 7 4 3 21 16 5
Change in estimated acquisition earnout payables 1 - 1 3 1 2
Total expenses 420 374 46 1,245 1,108 137
Earnings before income taxes 83 68 15 229 182 47
Provision for income taxes 22 18 4 61 48 13
Net earnings 61 50 11 168 134 34
Net earnings attributable to noncontrolling interests - - - - - -
Net earnings attributable to controlling interests $ 61 $ 50 $ 11 $ 168 $ 134 $ 34
Diluted net earnings per share $ 0.24 $ 0.19 $ 0.05 $ 0.65 $ 0.51 $ 0.14
Other information
Change in diluted net earnings per share 26 % (5 %) 27 % (14 %)
Growth in revenues (before reimbursements) 14 % 9 % 15 % 8 %
Organic change in fees (before reimbursements) 10 % 7 % 10 % 6 %
Compensation expense ratio (before reimbursements) 59 % 61 % 60 % 62 %
Operating expense ratio (before reimbursements) 19 % 19 % 18 % 19 %
Effective income tax rate 27 % 27 % 27 % 27 %
Workforce at end of period (includes acquisitions) 11,454 10,669
Identifiable assets at September 30 $ 2,421 $ 2,047
EBITDAC
Net earnings $ 61 $ 50 $ 11 $ 168 $ 134 $ 34
Provision for income taxes 22 18 4 61 48 13
Depreciation 10 10 - 30 30 -
Amortization 7 4 3 21 16 5
Change in estimated acquisition earnout payables 1 - 1 3 1 2
EBITDAC $ 101 $ 82 $ 19 $ 283 $ 229 $ 54
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The following provides non-GAAP information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and nine-month periods ended September 30, 2026 to the same periods in 2025 (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 Change 2026 2025 Change
Net earnings, as reported $ 61 $ 50 22% $ 168 $ 134 25%
Provision for income taxes 22 18 61 48
Depreciation 10 10 30 30
Amortization 7 4 21 16
Change in estimated acquisition earnout payables 1 - 3 1
Total EBITDAC 101 82 23% 283 229 24%
Acquisition integration - 2 2 6
Workforce and lease termination related charges 1 4 4 11
Acquisition-related adjustments 2 - 10 1
Levelized foreign currency translation - 1 - 3
EBITDAC, as adjusted $ 104 $ 89 17% $ 299 $ 250 20%
Net earnings margin (before reimbursements), as reported 13.3 % 12.3 % + 91 bpts 12.6 % 11.4 % + 109 bpts
EBITDAC margin (before reimbursements), as adjusted 22.8 % 21.9 % + 87 bpts 22.4 % 21.1 % + 126 bpts
Reported revenues (before reimbursements) $ 457 $ 402 $ 1,338 $ 1,168
Adjusted revenues (before reimbursements) - see pages 39 and 40 $ 457 $ 407 $ 1,338 $ 1,185
Fees - In our risk management operations, during each of the three and nine-month periods ended September 30, 2026, organic change in fee revenue was 10%, reflecting continued strong new business production and client retention.
Items excluded from organic fee computations yet impacting revenue comparisons for the three and nine-month periods ended September 30, 2026 and 2025 include the following (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
Organic Revenues (Non-GAAP) 2026 2025 Change 2026 2025 Change
Fees $ 444 $ 390 14% $ 1,297 $ 1,135 14%
International performance bonus fees 4 3 16 6
Fees as reported 448 393 14% 1,313 1,141 15%
Less fees from acquisitions, divestitures and other (13) - (37) (2)
Levelized foreign currency translation - 4 - 16
Organic fees $ 435 $ 397 10% $ 1,276 $ 1,155 10%
The following is a summary of risk management segment acquisition activity for 2026 and 2025:
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 2026 2025
Number of acquisitions closed - - 2 1
Estimated annualized revenues acquired (in millions) $ - $ - $ 15 $ 38
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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-month period ended September 30, 2026 was flat compared to the same period in 2025 and in the nine-month period ended September 30, 2026 decreased compared to the same period 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 nine-month periods ended September 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 2026 2025
Compensation expense, as reported $ 271 $ 244 $ 809 $ 719
Acquisition integration - (1) - (3)
Workforce and lease termination related charges (1) (3) (4) (9)
Acquisition-related adjustments (2) - (10) (1)
Levelized foreign currency translation - 3 - 12
Compensation expense, as adjusted $ 268 $ 243 $ 795 $ 718
Reported compensation expense ratios (before reimbursements) 59.3 % 60.6 % 60.5 % 61.6 %
Adjusted compensation expense ratios (before reimbursements) 58.6 % 59.7 % 59.4 % 60.6 %
Reported revenues (before reimbursements) $ 457 $ 402 $ 1,338 $ 1,168
Adjusted revenues (before reimbursements) - see pages 39 and 40 $ 457 $ 407 $ 1,338 $ 1,185
The $27 million increase in compensation expense for the three-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to higher base and incentive compensation to service and support organic growth - $21 million in the aggregate, compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2026 - $7 million, acquisition earnout related adjustments - $2 million, partially offset by workforce and lease termination related charges - $2 million, and acquisition integration costs - $1 million.
The $90 million increase in compensation expense for the nine-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to higher base and incentive compensation to service and support organic growth as well as employee benefit costs - $64 million in the aggregate, compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2026 - $25 million, acquisition earnout related adjustments - $9 million, partially offset by workforce and lease termination related charges - $5 million, and acquisition integration costs - $3 million.
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Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and nine-month periods ended September 30, 2026 with the same periods in 2025 (in millions):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
2026 2025 2026 2025
Operating expense, as reported $ 85 $ 76 $ 246 $ 220
Acquisition integration - (1) (2) (3)
Workforce and lease termination related charges - (1) - (2)
Levelized foreign currency translation - 1 - 2
Operating expense, as adjusted $ 85 $ 75 $ 244 $ 217
Reported operating expense ratios (before reimbursements) 18.6 % 19.0 % 18.4 % 18.9 %
Adjusted operating expense ratios (before reimbursements) 18.6 % 18.4 % 18.2 % 18.3 %
Reported revenues (before reimbursements) $ 457 $ 402 $ 1,338 $ 1,168
Adjusted revenues (before reimbursements) -
see pages 39 and 40
$ 457 $ 407 $ 1,338 $ 1,185
The $9 million increase in operating expense for the three-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to additional investments in technology - $9 million, as well as expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2026 - $2 million, partially offset by workforce and lease termination related charges - $1 million, and acquisition integration costs - $1 million.
The $26 million increase in operating expense for the nine-month period ended September 30, 2026 compared to the same period in 2025, was primarily due to additional investments in technology, client related expense and business insurance expense - $21 million, as well as expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2026 - $8 million, partially offset by workforce and lease termination related charges - $2 million.
Depreciation - Depreciation was flat in the three and nine-month periods ended September 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 nine-month periods ended September 30, 2026 compared to the same periods in 2025 by $3 million and $5 million, respectively, due to the normal recurring quarterly amortization expense. Based on the results of impairment reviews during the three and nine-month periods ended September 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 nine-month periods ended September 30, 2026 to the same periods in 2025, was due to accretion of the discount. During the three-month period ended September 30, 2026 we recognized $1 million of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During the nine-month periods ended September 30, 2026 and 2025, we recognized $3 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 nine-month periods ended September 30, 2026, there were no net adjustments in the estimated fair value of earnout obligations to projections of future performance for acquisitions. In addition, during the three and nine-month periods ended September 30, 2025, there was no net adjustments and one net adjustment for one acquisition, respectively, in the estimated fair value of earnout obligations to projections of future performance.
Provision for income taxes - The risk management segment's effective income tax rates for the three-month periods ended September 30, 2026 and 2025, were 26.5% and 26.6%, respectively. The risk management segment's effective income tax rates for the nine-month periods ended September 30, 2026 and 2025, were 26.6% and 26.6%, 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.
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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 unaudited consolidated financial statements included herein as of September 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 nine-month periods ended September 30, 2026 compared to the same periods in 2025 is as follows (in millions, except per share):
Three-month period ended
September 30, 		Nine-month period ended
September 30,
Statement of Earnings 2026 2025 Change 2026 2025 Change
Other income (loss) $ - $ 1 $ (1) $ (5) $ 1 $ (6)
Total revenues - 1 (1) (5) 1 (6)
Compensation 37 39 (2) 117 122 (5)
Operating 52 71 (19) 156 221 (65)
Interest 168 161 7 494 477 17
Depreciation 2 2 - 6 6 -
Total expenses 259 273 (14) 773 826 (53)
Loss before income taxes (259) (272) 13 (778) (825) 47
Benefit for income taxes (89) (86) (3) (285) (306) 21
Net loss (170) (186) 16 (493) (519) 26
Net loss attributable to noncontrolling interests - - - - - -
Net loss attributable to controlling interests $ (170) $ (186) $ 16 $ (493) $ (519) $ 26
Diluted net loss per share $ (0.66) $ (0.72) $ 0.06 $ (1.90) $ (2.00) $ 0.10
Identifiable assets at September 30 $ 2,144 $ 16,931
EBITDAC
Net loss $ (170) $ (186) $ 16 $ (493) $ (519) $ 26
Benefit for income taxes (89) (86) (3) (285) (306) 21
Interest 168 161 7 494 477 17
Depreciation 2 2 - 6 6 -
EBITDAC $ (89) $ (109) $ 20 $ (278) $ (342) $ 64
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 September 30, 2026 and 2025, includes salary, incentive compensation, and associated benefit expenses of $37 million and $39 million, respectively. The change in compensation expense for the three-month period ended September 30, 2026 compared to the same period in 2025 was primarily due to decreased incentive compensation.
Compensation expense in the nine-month periods ended September 30, 2026 and 2025, includes salary, incentive compensation, and associated benefit expenses of $117 million and $122 million, respectively. The change in compensation expense for the nine-month period ended September 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 55 in note (1).
Operating expense - Operating expense in the three-month period ended September 30, 2026, includes banking and related fees of $1 million, external professional fees and other due diligence costs related to acquisitions of $22 million, which includes $17 million of transaction-related costs as described on page 55 in note (1), other corporate and clean energy-related expenses,
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including technology and other professional fees of $20 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(9) million.
Operating expense in the nine-month period ended September 30, 2026, includes banking and related fees of $2 million, external professional fees and other due diligence costs related to acquisitions of $49 million, which includes $36 million of transaction-related costs as described on page 55 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $102 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 56 in notes (3), (4) and (5), and a net unrealized foreign exchange remeasurement loss of $(3) million.
Operating expense in the three-month period ended September 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 55 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $42 million in aggregate, and a net unrealized foreign exchange remeasurement gain of $5 million.
Operating expense in the nine-month period ended September 30, 2025 includes banking and related fees of $3 million, external professional fees and other due diligence costs related to acquisitions of $86 million, which includes $75 million of transaction-related costs as described on page 55 in note (1), other corporate and clean energy-related expenses, including technology and other professional fees of $89 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(43) million.
Interest expense - The interest expense for the three and nine-month periods ended September 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 nine-month periods ended September 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 September 30, 2026 was 21.2% compared to 21.1% for the same period in 2025. Our consolidated effective tax rate for the nine-month period ended September 30, 2026 was 21.2% compared to 20.2% for the same period in 2025.
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The following provides non-GAAP information that we believe is helpful when comparing our operating results for the three and nine-month periods ended September 30, 2026 and 2025 for the corporate segment (in millions):
2026 2025
Three-Month Periods Ended September 30 Pretax
Loss 		Income
Tax
(Provision)
Benefit 		Net Earnings (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) $ (162) $ 42 $ (120)
Clean energy-related (2) 1 (1) (2) 1 (1)
Acquisition costs (1) (22) 3 (19) (38) (1) (39)
Corporate (2) (66) 41 (25) (70) 44 (26)
Corporate, as reported (259) 89 (170) (272) 86 (186)
Adjustments
Transaction-related costs (1) 17 (3) 14 34 2 36
Legal and tax-related (4) (1) - (1) 24 (16) 8
Components of Corporate Segment, as adjusted
Interest and banking costs (169) 44 (125) (162) 42 (120)
Clean energy-related (2) 1 (1) (2) 1 (1)
Acquisition costs (5) - (5) (4) 1 (3)
Corporate (2) (67) 41 (26) (46) 28 (18)
Adjusted three months $ (243) $ 86 $ (157) $ (214) $ 72 $ (142)
2026 2025
Nine-Month Periods Ended September 30, Pretax
Loss 		Income
Tax
(Provision)
Benefit 		Net Earnings (Loss)
Attributable to
Controlling
Interests 		Pretax
Loss 		Income
Tax
(Provision)
Benefit 		Net Earnings
(Loss)
Attributable to
Controlling
Interests
Interest and banking costs $ (496) $ 129 $ (367) $ (480) $ 125 $ (355)
Clean energy-related (11) 4 (7) (6) 2 (4)
Acquisition costs (1) (50) 8 (42) (98) 8 (90)
Corporate (2) (221) 144 (77) (241) 171 (70)
Corporate, as reported (778) 285 (493) (825) 306 (519)
Adjustments
Clean energy-related (3) 5 (2) 3 - - -
Transaction-related costs (1) 36 (6) 30 86 (6) 80
Legal and tax-related (4) 30 (20) 10 24 (16) 8
Benefit plan-related (5) 8 (2) 6 - - -
Components of Corporate Segment, as adjusted
Interest and banking costs (496) 129 (367) (480) 125 (355)
Clean energy-related (6) 2 (4) (6) 2 (4)
Acquisition costs (14) 2 (12) (12) 2 (10)
Corporate (2) (183) 122 (61) (217) 155 (62)
Adjusted nine months $ (699) $ 255 $ (444) $ (715) $ 284 $ (431)
(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.
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(2)Corporate pretax loss includes a net unrealized foreign exchange remeasurement loss of $(9) million in third quarter 2026 and a net unrealized foreign exchange remeasurement gain of $5 million in third quarter 2025. Corporate pretax loss includes a net unrealized foreign exchange remeasurement loss of $(3) million in the nine-month period ended September 30, 2026 and a net unrealized foreign exchange remeasurement loss of $(43) million in the nine-month period ended September 30, 2025.
(3)Adjustments in the nine-month period ended September 30, 2026 include the write-down of a clean energy-related investment.
(4)Adjustments in third quarter 2026 and 2025 and the nine-month periods ended September 30, 2026 and 2025 include costs associated with legal and tax matters.
(5)Adjustments in the nine-month period ended September 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-related - 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 the 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 nine-month periods ended September 30, 2026 and 2025, was $37 million and $100 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 nine-month period ended September 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 $2,310 million and $1,177 million for the nine-month periods ended September 30, 2026 and 2025, respectively. The increase in cash provided by operating activities during the nine-month period ended September 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 nine-month period ended September 30, 2026 employee matching contributions to the 401(k) plan of $115 million relating to 2025 were funded using common stock. During the nine-month period ended September 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 $3,551 million and $2,969 million for the nine-month periods ended September 30, 2026 and 2025, respectively. Net earnings attributable to controlling interests were $1,549 million and $1,344 million for the nine-month periods ended September 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, pretax 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, pretax 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 $135 million and $105 million for the nine-month periods ended September 30, 2026 and 2025, respectively. In 2026, we expect total expenditures for capital improvements to be approximately $180 million (includes the impact of acquisitions closed through September 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.
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Expenditures made related to cloud computing based technology are accounted for as deferred costs versus fixed assets, which would reduce capital expenditures.
Acquisitions - Cash paid for acquisitions, net of cash and restricted cash acquired, was $1,112 million and $15,312 million in the nine-month periods ended September 30, 2026 and 2025, respectively. In addition, during the nine-month period ended September 30, 2026, we issued 0.2 million shares ($30 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 nine-month period ended September 30, 2025, we issued 0.1 million shares ($23 million) of our common stock as payment for consideration paid for 2025 acquisitions and earnout payments made in 2025. We completed twenty-one and twenty-six acquisitions in the nine-month periods ended September 30, 2026 and 2025, respectively. Annualized revenues of businesses acquired in the nine-month periods ended September 30, 2026 and 2025 totaled approximately $224 million and $3,428 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 nine-month periods ended September 30, 2026 and 2025, we sold several books of business and recognized net gains of $27 million and $5 million, respectively. We received net cash proceeds of $7 million and $5 million, respectively, in these 2026 and 2025 transactions.
Financing Cash Flows
At September 30, 2026, we had $9,550 million of Senior Notes, $2,683 million of Note Purchase Agreements outstanding, $630 million of borrowings outstanding under our Credit Agreement, $228 million of borrowings outstanding under our Premium Financing Debt Facility and a cash and cash equivalent balance of $1,213 million.
As of September 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 September 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 nine-month period ended September 30, 2026, we borrowed an aggregate of $6,660 million and repaid $6,030 million. At September 30, 2026, there were $630 million of borrowings outstanding under the Credit Agreement. Due to outstanding letters of credit, $1,868 million remained available for potential borrowings under the Credit Agreement at September 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.
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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 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 increased 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 September 30, 2026, AU$310 million of borrowings were outstanding under Facility B, with no borrowings outstanding under the NZ$ tranche of Facility B. There were no borrowings under the AU$ tranche under Facility C and NZ$15 million of borrowings were outstanding under Facility D, which in aggregate amount to US$228 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 nine-month period ended September 30, 2026, we declared $546 million in cash dividends on our common stock, or $0.70 per common share per quarter, an 8% increase over the nine-month period ended September 30, 2025. On October 27, 2026, we announced a quarterly dividend for fourth 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 $719 million (based on the number of outstanding shares as of September 30, 2026) or an anticipated increase in cash used of approximately $53 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 September 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 nine-month period ended September 30, 2026 we repurchased 2.7 million shares of our common stock in the amount of $580 million pursuant to our repurchase plan. During the nine-month period ended September 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.
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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 fund future acquisitions from time to time or for general corporate purposes. During the quarter ended September 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 of 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 nine-month period ended September 30, 2026. We did not have any material dispositions during the nine-month period ended September 30, 2026.
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