For the first quarter ended
- Total revenues of
$1.9 billion , increasing$497 million , or 35.4%, compared to the first quarter of the prior year, with flat Organic Revenue and Organic Revenue with Contingents increasing 2.2%. - Income before income taxes of
$533 million , increasing 24.8%, with Income Before Income Taxes Margin of 28.0%, compared to 30.4% in the first quarter of the prior year. - EBITDAC - Adjusted of
$731 million , increasing 36.6%, with EBITDAC Margin - Adjusted of 38.5%, compared to 38.1% in the first quarter of the prior year. - Net income attributable to the Company of
$426 million , increasing$95 million , or 28.7%, compared to the first quarter of the prior year. - Diluted net income per share of
$1.06 , a decrease of 7.8%, with Diluted Net Income Per Share - Adjusted increasing to$1.39 , or 7.8%, each compared to the first quarter of the prior year.
In addition, the Company today announced that the Board of Directors has declared a regular quarterly cash dividend of
| Reconciliation of Commissions and Fees to Organic Revenue and Organic Revenue with Contingents (in millions, unaudited) | ||||||||
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Commissions and fees | $ | 1,880 | $ | 1,385 | ||||
| Contingents | (97 | ) | (43 | ) | ||||
| Core commissions and fees | $ | 1,783 | $ | 1,342 | ||||
| Acquisitions | (435 | ) | ||||||
| Dispositions | (3 | ) | ||||||
| Foreign Currency Translation | 19 | |||||||
| Litigation-Related Impact | (10 | ) | ||||||
| Organic Revenue | $ | 1,348 | $ | 1,348 | ||||
| Organic Revenue growth | — | |||||||
| Organic Revenue growth % | 0.0 | % | ||||||
| Organic Contingents | $ | 74 | $ | 43 | ||||
| Organic Revenue with Contingents | 1,422 | 1,391 | ||||||
| Organic Revenue with Contingents growth | $ | 31 | ||||||
| Organic Revenue with Contingents growth % | 2.2 | % | ||||||
See information regarding non-GAAP measures presented later in this press release.
| Reconciliation of Diluted Net Income Per Share to Diluted Net Income Per Share - Adjusted (unaudited) | ||||||||||||||||
| Three Months Ended | Change | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Diluted net income per share(1) | $ | 1.06 | $ | 1.15 | $ | (0.09 | ) | (7.8 | %) | |||||||
| Change in estimated acquisition earn-out payables | 0.01 | (0.01 | ) | 0.02 | ||||||||||||
| (Gain)/loss on disposal | — | — | — | |||||||||||||
| Acquisition/Integration Costs | 0.06 | — | 0.06 | |||||||||||||
| Amortization | 0.26 | 0.15 | 0.11 | |||||||||||||
| Mark-to-market of escrow liability(2) | — | — | — | |||||||||||||
| Diluted Net Income Per Share - Adjusted | $ | 1.39 | $ | 1.29 | $ | 0.10 | 7.8 | % | ||||||||
(1) The calculation of diluted net income per share for the three months ended
(2) No adjustment for the mark-to-market of escrow liability was made to Diluted Net Income Per Share – Adjusted for the three months ended
See information regarding non-GAAP measures presented later in this press release.
| Reconciliation of Income Before Income Taxes to EBITDAC and EBITDAC - Adjusted and Income Before Income Taxes Margin(1) to EBITDAC Margin and EBITDAC Margin - Adjusted (in millions, unaudited) | ||||||||
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Total revenues | $ | 1,901 | $ | 1,404 | ||||
| Income before income taxes | $ | 533 | $ | 427 | ||||
| Income Before Income Taxes Margin(1) | 28.0 | % | 30.4 | % | ||||
| Amortization | 116 | 53 | ||||||
| Depreciation | 17 | 11 | ||||||
| Interest | 99 | 46 | ||||||
| Change in estimated acquisition earn-out payables | 5 | (4 | ) | |||||
| EBITDAC | $ | 770 | $ | 533 | ||||
| EBITDAC Margin | 40.5 | % | 38.0 | % | ||||
| (Gain)/loss on disposal | (1 | ) | 2 | |||||
| Acquisition/Integration Costs | 26 | — | ||||||
| Mark-to-market of escrow liability | (64 | ) | — | |||||
| EBITDAC - Adjusted | $ | 731 | $ | 535 | ||||
| EBITDAC Margin - Adjusted | 38.5 | % | 38.1 | % | ||||
(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.
See information regarding non-GAAP measures presented later in this press release.
Consolidated Statements of Income (in millions, except per share data; unaudited) | ||||||||
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| REVENUES | ||||||||
| Commissions and fees | $ | 1,880 | $ | 1,385 | ||||
| Investment and other income | 21 | 19 | ||||||
| Total revenues | 1,901 | 1,404 | ||||||
| EXPENSES | ||||||||
| Employee compensation and benefits | 907 | 683 | ||||||
| Other operating expenses | 289 | 186 | ||||||
| (Gain)/loss on disposal | (1 | ) | 2 | |||||
| Amortization | 116 | 53 | ||||||
| Depreciation | 17 | 11 | ||||||
| Interest | 99 | 46 | ||||||
| Change in estimated acquisition earn-out payables | 5 | (4 | ) | |||||
| Mark-to-market of escrow liability | (64 | ) | — | |||||
| Total expenses | 1,368 | 977 | ||||||
| Income before income taxes | 533 | 427 | ||||||
| Income taxes | 106 | 93 | ||||||
| Net income before non-controlling interests | 427 | 334 | ||||||
| Less: Net income attributable to non-controlling interests | 1 | 3 | ||||||
| Net income attributable to the Company | $ | 426 | $ | 331 | ||||
| Net income per share: | ||||||||
| Basic | $ | 1.27 | $ | 1.16 | ||||
| Diluted | $ | 1.06 | $ | 1.15 | ||||
| Weighted average number of shares outstanding: | ||||||||
| Basic | 331 | 283 | ||||||
| Diluted | 337 | 285 | ||||||
Consolidated Balance Sheets (in millions, except per share data, unaudited) | ||||||||
2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,003 | $ | 1,079 | ||||
| Fiduciary cash | 2,387 | 2,471 | ||||||
| Commission, fees, and other receivables | 1,576 | 1,438 | ||||||
| Fiduciary receivables | 1,574 | 1,515 | ||||||
| Reinsurance recoverable | 590 | 647 | ||||||
| Prepaid reinsurance premiums | 869 | 980 | ||||||
| Other current assets | 456 | 484 | ||||||
| Total current assets | 8,455 | 8,614 | ||||||
| Fixed assets, net | 370 | 367 | ||||||
| Operating lease assets | 263 | 269 | ||||||
| 15,076 | 15,087 | |||||||
| Amortizable intangible assets, net | 4,782 | 4,906 | ||||||
| Other assets | 754 | 748 | ||||||
| Total assets | $ | 29,700 | $ | 29,991 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Fiduciary liabilities | $ | 3,961 | $ | 3,986 | ||||
| Losses and loss adjustment reserve | 611 | 671 | ||||||
| Unearned premiums | 938 | 1,053 | ||||||
| Accounts payable | 873 | 990 | ||||||
| Accrued expenses and other liabilities | 695 | 875 | ||||||
| Current portion of long-term debt | 1,238 | 719 | ||||||
| Total current liabilities | 8,316 | 8,294 | ||||||
| Long-term debt less unamortized discount and debt issuance costs | 6,584 | 6,894 | ||||||
| Operating lease liabilities | 238 | 243 | ||||||
| Deferred income taxes, net | 899 | 815 | ||||||
| Other liabilities | 1,050 | 1,172 | ||||||
| Equity: | ||||||||
| Common stock, par value | 36 | 36 | ||||||
| Additional paid-in capital | 6,165 | 6,160 | ||||||
| (1,098 | ) | (848 | ) | |||||
| Accumulated other comprehensive income | 128 | 210 | ||||||
| Non-controlling interests | 24 | 26 | ||||||
| Retained earnings | 7,358 | 6,989 | ||||||
| Total equity | 12,613 | 12,573 | ||||||
| Total liabilities and equity | $ | 29,700 | $ | 29,991 | ||||
Consolidated Statements of Cash Flows
(in millions, unaudited)
| Three Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income before non-controlling interests | $ | 427 | $ | 334 | ||||
| Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities: | ||||||||
| Amortization | 116 | 53 | ||||||
| Depreciation | 17 | 11 | ||||||
| Non-cash stock-based compensation | 26 | 29 | ||||||
| Change in estimated acquisition earn-out payables | 5 | (4 | ) | |||||
| Mark-to-market of escrow liability | (64 | ) | — | |||||
| Deferred income taxes | 80 | (10 | ) | |||||
| Net (gain)/loss on sales/disposals of investments, businesses, fixed assets and customer accounts | (1 | ) | 2 | |||||
| Payments on acquisition earn-outs in excess of original estimated payables | (15 | ) | — | |||||
| Other | 3 | 2 | ||||||
| Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: | ||||||||
| Commissions, fees and other receivables (increase)/decrease | (142 | ) | (180 | ) | ||||
| Reinsurance recoverable (increase)/decrease | 57 | 1,080 | ||||||
| Prepaid reinsurance premiums (increase)/decrease | 110 | 40 | ||||||
| Other assets (increase)/decrease | 25 | 35 | ||||||
| Losses and loss adjustment reserve increase/(decrease) | (60 | ) | (1,081 | ) | ||||
| Unearned premiums increase/(decrease) | (116 | ) | (35 | ) | ||||
| Accounts payable increase/(decrease) | (29 | ) | 126 | |||||
| Accrued expenses and other liabilities increase/(decrease) | (184 | ) | (195 | ) | ||||
| Other liabilities increase/(decrease) | 7 | 6 | ||||||
| Net cash provided by operating activities | 262 | 213 | ||||||
| Cash flows from investing activities: | ||||||||
| Additions to fixed assets | (21 | ) | (17 | ) | ||||
| Payments for businesses acquired, net of cash acquired | (17 | ) | (67 | ) | ||||
| Proceeds from sales of businesses, fixed assets and customer accounts | — | 9 | ||||||
| Other investing activities | — | (4 | ) | |||||
| Net cash used in investing activities | (38 | ) | (79 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Fiduciary receivables and liabilities, net | (76 | ) | (90 | ) | ||||
| Payments on acquisition earn-outs | (150 | ) | (26 | ) | ||||
| Payments on long-term debt | (19 | ) | (169 | ) | ||||
| Borrowings on revolving credit facility | 225 | 150 | ||||||
| Repurchase shares to fund tax withholdings for non-cash stock-based compensation | (26 | ) | (40 | ) | ||||
| Purchase of treasury stock | (250 | ) | — | |||||
| Cash dividends paid | (57 | ) | (43 | ) | ||||
| Other financing activities | (1 | ) | — | |||||
| Net cash used in financing activities | (354 | ) | (218 | ) | ||||
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash inclusive of fiduciary cash | (27 | ) | 22 | |||||
| Net decrease in cash, cash equivalents and restricted cash inclusive of fiduciary cash | (157 | ) | (62 | ) | ||||
| Cash, cash equivalents and restricted cash inclusive of fiduciary cash at beginning of period | 3,815 | 2,502 | ||||||
| Cash, cash equivalents and restricted cash inclusive of fiduciary cash at end of period | $ | 3,658 | $ | 2,440 | ||||
Conference call, webcast and slide presentation
A conference call to discuss the results of the first quarter of 2026 will be held on
About
Forward-looking statements
This press release may contain certain statements relating to future results which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this press release are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ, possibly materially from the forward-looking statements in this press release include but are not limited to the following items: the Company's determination as it finalizes its financial results for the first quarter 2026 that its financial results differ from the current preliminary unaudited numbers set forth herein; risks with respect to the acquisition of
Non-GAAP supplemental financial information
This press release contains references to "non-GAAP financial measures" as defined in SEC Regulation G, consisting of Organic Revenue, Organic Revenue with Contingents, EBITDAC, EBITDAC Margin, EBITDAC - Adjusted, EBITDAC Margin - Adjusted and Diluted Net Income Per Share - Adjusted. We present these measures because we believe such information is of interest to the investment community and because we believe they provide additional meaningful methods to evaluate the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability, that we believe are not indicative of ongoing performance and that are not easily comparable from period to period. This non-GAAP financial information should be considered in addition to, not in lieu of, GAAP information as of the relevant date. Consistent with Regulation G, a description of such information is provided below, and tabular reconciliations of such items to our most directly comparable GAAP information can be found within this press release as well as in our periodic filings with the
We view Organic Revenue and Organic Revenue growth (including Organic Revenue with Contingents and its growth) as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our two segments, because they allow us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future. In addition, we believe Diluted Net Income Per Share - Adjusted provides a meaningful representation of our operating performance and improves the comparability of our results between periods by excluding the impact of the change in estimated acquisition earn-out payables, the impact of amortization of intangible assets and certain other non-recurring or infrequently occurring items. We also view EBITDAC, EBITDAC - Adjusted, EBITDAC Margin and EBITDAC Margin - Adjusted as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner. As disclosed in our most recent proxy statement, we use Organic Revenue growth, Diluted Net Income Per Share - Adjusted and EBITDAC Margin - Adjusted as key performance metrics for our short-term and long-term incentive compensation plans for executive officers and other key employees.
Non-GAAP Revenue Measures
- Organic Revenue is our core commissions and fees less: (i) the core commissions and fees earned for the first twelve months by newly acquired operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period); (iii) Foreign Currency Translation (as defined below) and (iv) the Litigation-Related Impact. The term “core commissions and fees” excludes profit-sharing contingent commissions (“Contingents”); and therefore, represents the revenues earned directly from specific insurance policies sold and specific fee-based services rendered. Growth of Organic Revenue can be expressed as a dollar amount or a percentage rate.
- Organic Revenue with Contingents is Organic Revenue plus Organic Contingents (as defined below). Growth of Organic Revenue with Contingents can be expressed as a dollar amount or a percentage rate.
Non-GAAP Earnings Measures
- EBITDAC is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables.
- EBITDAC Margin is defined as EBITDAC divided by total revenues.
- EBITDAC - Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on disposal (as defined below), (ii) Acquisition/Integration Costs (as defined below) and (iii) mark-to-market of escrow liability (as defined below).
- EBITDAC Margin - Adjusted is defined as EBITDAC - Adjusted divided by total revenues.
- Diluted Net Income Per Share - Adjusted is defined as diluted net income per share, excluding the after-tax impact of (i) the change in estimated acquisition earn-out payables, (ii) (gain)/loss on disposal, (as defined below), (iii) Acquisition/Integration Costs (as defined below), (iv) mark-to-market of escrow liability (as defined below) in periods wherein the effect of mark-to-market of escrow liability is not dilutive to the Company's earnings and, therefore, not already excluded from the calculation of diluted net income per share in accordance with ASC 260, and (v) amortization.
Definitions Related to Certain Components of Non-GAAP Measures
- “Acquisition/Integration Costs” means the acquisition and integration costs (e.g., costs associated with regulatory filings; costs for third-party professional services, including legal, accounting, consulting, financial advisory and due diligence; costs and fees associated with entry into the bridge financing commitment; costs of integrating or streamlining processes and information technology systems, including data migration and system integration; costs associated with optimizing vendor agreements and leased office space, including exit costs related to location combinations; and employment-related costs, including severance payments, costs associated with the transition of certain legacy compensation programs, retention-related compensation expenses, and incentive payments) arising out of our acquisition of Accession and acquisitions previously completed by Accession, which are not considered to be normal, recurring or part of ongoing operations.
- “Foreign Currency Translation” means the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of US dollars for the same period in the prior year.
- “(Gain)/loss on disposal” is a caption on our consolidated statements of income which reflects net proceeds received as compared to the net book value related to sales of books of business and other divestiture transactions.
- “Mark-to-market of escrow liability” is a caption on our consolidated statements of income which reflects the non-cash change in the fair value associated with certain shares of the Company’s common stock held in escrow. The change is driven by fluctuations in our stock price between the beginning of the quarter and the end of the quarter. These escrowed shares represent a portion of the merger consideration payable in connection with our acquisition of Accession. The escrowed shares secure certain indemnification obligations of the Accession equity holders related to businesses that are in run-off or discontinued.
- “Litigation-Related Impact” means the core commissions and fees attributable to (i) the loss of specifically identified customer accounts and (ii) new business generated in the prior year by certain former employees, in each case in connection with the conduct of a competitor that is the subject of pending litigation in multiple jurisdictions.
- “Organic Contingents” are Contingents, less (i) Contingents earned for the first twelve months by newly acquired stand-alone operations and (ii) Contingents earned from divested stand-alone operations (Contingents generated from stand-alone operations sold or terminated during the comparable period).
Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments and, therefore comparability may be limited. This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company's condensed consolidated financial statements.
For more information:
Chief Financial Officer
(386) 239-5770
Source: