Brown & Brown(BRO) - 2025 Q1 - Quarterly Report

FORM 10-Q Cover Page This report is a Quarterly Report on Form 10-Q for BROWN & BROWN, INC. for the period ended March 31, 2025 - The report is a Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed by BROWN & BROWN, INC. (Trading Symbol: BRO) on the New York Stock Exchange[2][4] - The registrant is a large accelerated filer and is not a shell company[4][5] - As of April 28, 2025, 286,607,567 shares of common stock were outstanding[5] Index The index outlines Part I (Financial Information) and Part II (Other Information), detailing financial statements, MD&A, market risk, controls, legal proceedings, risk factors, equity sales, other information, and exhibits - The index outlines Part I (Financial Information) and Part II (Other Information), including financial statements, MD&A, market risk, controls, legal proceedings, risk factors, equity sales, other information, and exhibits[7][8] Disclosure Regarding Forward-Looking Statements This section identifies forward-looking statements, outlines key risk factors, and cautions readers against undue reliance on these statements - The report contains forward-looking statements, identified by words such as 'may,' 'will,' 'expect,' and 'anticipate,' which are based on current expectations but subject to material differences due to various factors[10] - Key risk factors include inability to hire/retain qualified employees, cybersecurity attacks, acquisition-related risks, international operation challenges, rapid technological change, loss of insurance company relationships, natural disasters, adverse economic/political conditions, and regulatory changes[10][12] - The Company cautions readers not to place undue reliance on these statements and does not undertake any obligation to publicly update or correct any forward-looking statements[11] Part I. Financial Information This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This item presents the unaudited condensed consolidated financial statements for Brown & Brown, Inc., including statements of income, comprehensive income, balance sheets, equity, and cash flows, along with accompanying notes. These statements are prepared in accordance with U.S. GAAP for interim financial information Condensed Consolidated Statements of Income This section presents the company's condensed consolidated statements of income for the three months ended March 31, 2025 and 2024 Condensed Consolidated Statements of Income (Three Months Ended March 31) | (in millions, except per share data) | 2025 | 2024 | | :--- | :--- | :--- | | REVENUES | | | | Commissions and fees | $ 1,385 | $ 1,237 | | Investment and other income | 19 | 21 | | Total revenues | 1,404 | 1,258 | | EXPENSES | | | | Employee compensation and benefits | 683 | 631 | | Other operating expenses | 186 | 161 | | Loss on disposal | 2 | 2 | | Amortization | 53 | 43 | | Depreciation | 11 | 11 | | Interest | 46 | 48 | | Change in estimated acquisition earn-out payables | (4) | (2) | | Total expenses | 977 | 894 | | Income before income taxes | 427 | 364 | | Income taxes | 93 | 71 | | Net income before non-controlling interests | 334 | 293 | | Less: Net income attributable to non-controlling interests | 3 | — | | Net income attributable to the Company | $ 331 | $ 293 | | Net income per share: | | | | Basic | $ 1.16 | $ 1.03 | | Diluted | $ 1.15 | $ 1.02 | - Net income attributable to the Company increased by $38 million (13.0%) from $293 million in Q1 2024 to $331 million in Q1 2025[14] - Diluted EPS increased from $1.02 in Q1 2024 to $1.15 in Q1 2025[14] Condensed Consolidated Statements of Comprehensive Income This section presents the company's condensed consolidated statements of comprehensive income for the three months ended March 31, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Income (Three Months Ended March 31) | (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Net income attributable to the Company | $ 331 | $ 293 | | Foreign currency translation gain/(loss) | 124 | (32) | | Comprehensive income attributable to the Company | $ 455 | $ 261 | - Comprehensive income attributable to the Company increased by $194 million (74.3%) year-over-year, largely driven by a foreign currency translation gain of $124 million in 2025 compared to a $32 million loss in 2024[17] Condensed Consolidated Balance Sheets This section presents the company's condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 Condensed Consolidated Balance Sheets (as of March 31, 2025 and December 31, 2024) | (in millions, except per share data) | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | ASSETS | | | | Total current assets | $ 5,917 | $ 6,924 | | Fixed assets, net | 327 | 319 | | Operating lease assets | 197 | 200 | | Goodwill | 8,111 | 7,970 | | Amortizable intangible assets, net | 1,821 | 1,814 | | Other assets | 387 | 385 | | Total assets | $ 16,760 | $ 17,612 | | LIABILITIES AND EQUITY | | | | Total current liabilities | $ 4,930 | $ 6,314 | | Long-term debt less unamortized discount and debt issuance costs | 3,731 | 3,599 | | Operating lease liabilities | 186 | 189 | | Deferred income taxes, net | 701 | 711 | | Other liabilities | 371 | 362 | | Total equity | $ 6,841 | $ 6,437 | | Total liabilities and equity | $ 16,760 | $ 17,612 | - Total assets decreased by $852 million (4.8%) from December 31, 2024, to March 31, 2025, mainly due to a significant reduction in reinsurance recoverable[20] - Total equity increased by $404 million (6.3%) from December 31, 2024, to March 31, 2025[20] Condensed Consolidated Statements of Equity This section presents the company's condensed consolidated statements of equity for the three months ended March 31, 2025 and 2024 Condensed Consolidated Statements of Equity (Three Months Ended March 31, 2025 and 2024) | (in millions, except per share data) | Balance at Dec 31, 2024 | Net income | Foreign currency translation | Shares issued - employee stock compensation plans | Repurchase shares to fund tax withholdings | Cash dividends paid | Balance at Mar 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Equity | $ 6,437 | $ 331 | $ 124 | $ 29 | $ (40) | $ (43) | $ 6,841 | | | Balance at Dec 31, 2023 | Net income | Foreign currency translation | Shares issued - employee stock compensation plans | Net non-controlling interest acquired (disposed) | Repurchase shares to fund tax withholdings | Cash dividends paid | Balance at Mar 31, 2024 | | Total Equity | $ 5,579 | $ 293 | $ (32) | $ 29 | $ 10 | $ (54) | $ (38) | $ 5,787 | - Net income contributed $331 million to equity in Q1 2025, up from $293 million in Q1 2024[23] - Foreign currency translation resulted in a $124 million gain in Q1 2025, a significant improvement from a $32 million loss in Q1 2024[23] - Cash dividends paid increased to $43 million in Q1 2025 ($0.15 per share) from $38 million in Q1 2024 ($0.13 per share)[23] Condensed Consolidated Statements of Cash Flows This section presents the company's condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31) | (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $ 213 | $ 13 | | Net cash used in investing activities | $ (79) | $ (88) | | Net cash used in financing activities | $ (218) | $ (67) | | Effect of foreign exchange rate changes on cash and cash equivalents inclusive of fiduciary cash | $ 22 | $ (11) | | Net decrease in cash and cash equivalents inclusive of fiduciary cash | $ (62) | $ (153) | | Cash and cash equivalents inclusive of fiduciary cash at end of period | $ 2,440 | $ 2,150 | - Operating cash flows increased by $200 million, driven by higher operating margins and a $120 million reduction in tax payments[150] - Net cash used in financing activities increased by $151 million, primarily due to higher payments on long-term debt and fiduciary liabilities[155][156][159] Notes to Condensed Consolidated Financial Statements This section provides detailed disclosures and explanations for the figures presented in the condensed consolidated financial statements, covering the nature of operations, accounting policies, revenue recognition, business combinations, debt, leases, cash flow information, legal proceedings, segment information, and shareholders' equity Note 1. Nature of Operations This note describes Brown & Brown's business as a diversified insurance agency, wholesale brokerage, insurance programs, and service organization - Brown & Brown operates as a diversified insurance agency, wholesale brokerage, insurance programs, and service organization[28] - The company's three reportable segments are Retail, Programs, and Wholesale Brokerage, offering various insurance products and services[28] - The company also operates Wright National Flood Insurance Company (WNFIC) and two capitalized captive insurance facilities to facilitate underwriting capacity and participate in underwriting results[29] Note 2. Basis of Financial Reporting This note details the basis of financial statement preparation, including U.S. GAAP, management estimates, and recent accounting pronouncements - Financial statements are unaudited and prepared under U.S. GAAP for interim reporting, involving management estimates and assumptions[30][31] - The company adopted ASU 2023-07 (Improvements to Reportable Segment Disclosures) for fiscal year 2024, applied retrospectively to interim disclosures from January 1, 2025[34] - New ASUs 2024-03 (Expense Disaggregation Disclosures) and 2023-09 (Improvements to Income Tax Disclosures) are being evaluated for future adoption[32][33] Note 3. Revenues This note provides disaggregated revenue information by source and geographic area, along with details on contract assets and liabilities Revenues Disaggregated by Source (Three Months Ended March 31) | (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Base commissions | $ 958 | $ 864 | | Fees | 265 | 227 | | Other supplemental commissions | 100 | 90 | | Profit-sharing contingent commissions | 43 | 46 | | Earned premium | 19 | 10 | | Investment income | 18 | 18 | | Other income, net | 1 | 3 | | Total revenues | $ 1,404 | $ 1,258 | Revenues Disaggregated by Geographic Area (Three Months Ended March 31) | (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | U.S. | $ 1,174 | $ 1,099 | | U.K. | 140 | 131 | | Other | 90 | 28 | | Total revenues | $ 1,404 | $ 1,258 | - Contract assets increased to $709 million as of March 31, 2025, from $575 million at December 31, 2024, due to normal seasonality, business growth, and acquisitions[38] - Deferred revenue (contract liabilities) decreased slightly, with the current portion at $74 million (March 31, 2025) from $80 million (December 31, 2024)[40] Note 4. Net Income Per Share This note presents the reconciliation of basic and diluted net income per share for the three months ended March 31, 2025 and 2024 Net Income Per Share Reconciliation (Three Months Ended March 31) | (in millions, except per share data) | 2025 | 2024 | | :--- | :--- | :--- | | Net income attributable to common shares | $ 327 | $ 289 | | Weighted average number of common shares outstanding – basic | 283 | 281 | | Dilutive effect of potentially issuable common shares | 2 | 2 | | Weighted average number of shares outstanding – diluted | 285 | 283 | | Net income per share: | | | | Basic | $ 1.16 | $ 1.03 | | Diluted | $ 1.15 | $ 1.02 | - Diluted EPS increased by $0.13 (12.7%) year-over-year[45] Note 5. Business Combinations This note details the company's acquisition activities, including goodwill, intangible assets, and changes in estimated acquisition earn-out payables - Brown & Brown completed 13 acquisitions in Q1 2025, including NBS Insurance Agency, with a total consideration of $96 million[46][50][152] - Acquisitions resulted in $55 million in goodwill and $30 million in purchased customer accounts and other intangibles[50] Acquisition Earn-Out Payables (Three Months Ended March 31) | (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Balance as of the beginning of the period | $ 167 | $ 249 | | Additions to estimated acquisition earn-out payables | 5 | 9 | | Payments for estimated acquisition earn-out payables | (26) | (52) | | Net change in earnings from estimated acquisition earn-out payables | (4) | (2) | | Foreign currency translation adjustments during the year | 1 | (1) | | Balance as of March 31, | $ 143 | $ 203 | - The fair value of estimated acquisition earn-out payables decreased to $143 million as of March 31, 2025, with a net credit of $4 million to earnings[52][119] Note 6. Goodwill This note provides a breakdown of changes in goodwill by segment for the three months ended March 31, 2025 Changes in Goodwill by Segment (Three Months Ended March 31, 2025) | (in millions) | Retail | Programs | Wholesale Brokerage | Total | | :--- | :--- | :--- | :--- | :--- | | Balance as of December 31, 2024 | $ 5,436 | $ 1,884 | $ 650 | $ 7,970 | | Goodwill of acquired businesses | 3 | 20 | 33 | 56 | | Goodwill adjustments during measurement period | (1) | — | — | (1) | | Goodwill disposed of relating to sales of businesses | (5) | — | — | (5) | | Foreign currency translation adjustments during the year | 74 | 13 | 4 | 91 | | Balance as of March 31, 2025 | $ 5,507 | $ 1,917 | $ 687 | $ 8,111 | - Goodwill increased by $141 million (1.8%) in Q1 2025, driven by acquisitions and foreign currency translation[53] Note 7. Amortizable Intangible Assets This note details the net carrying value of amortizable intangible assets and estimated future amortization expense Amortizable Intangible Assets (as of March 31, 2025 and December 31, 2024) | (in millions) | March 31, 2025 Net carrying value | December 31, 2024 Net carrying value | | :--- | :--- | :--- | | Purchased customer accounts and other | $ 1,789 | $ 1,839 | | Foreign currency translation adjustments during the year | 32 | (25) | | Total | $ 1,821 | $ 1,814 | - Estimated amortization expense for intangible assets is $192 million for the year ending December 31, 2025[55] Note 8. Long-Term Debt This note provides a breakdown of the company's long-term debt, including current portions, notes, credit agreements, and compliance with covenants Long-Term Debt (as of March 31, 2025 and December 31, 2024) | (in millions) | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current portion of long-term debt | $ 75 | $ 225 | | Total notes | 2,839 | 2,839 | | Total credit agreements | 912 | 781 | | Debt issuance costs (contra) | (20) | (21) | | Total long-term debt, less unamortized discount and debt issuance costs | 3,731 | 3,599 | | Total debt | $ 3,806 | $ 3,824 | - The company repaid the outstanding balance of $150 million on its 3-year term loan facility on March 31, 2025[58][163] - The company was in compliance with all financial ratios and covenants as of March 31, 2025, and December 31, 2024[60] Note 9. Leases This note details the company's operating lease balances, total lease cost, weighted average remaining lease term, and discount rate Operating Lease Balances (as of March 31, 2025 and December 31, 2024) | (in millions) | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Operating lease right-of-use assets | $ 197 | $ 200 | | Total operating lease liabilities | $ 232 | $ 236 | - Total lease cost for operating leases was $15 million for the three months ended March 31, 2025, consistent with the prior year[64] - The weighted average remaining lease term is 6.06 years, and the weighted average discount rate is 3.96% as of March 31, 2025[64] Note 10. Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities This note provides supplemental cash flow information, including cash paid for interest and income taxes, and the effect of foreign exchange rate changes on cash Cash Paid for Interest and Income Taxes (Three Months Ended March 31) | (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Cash paid during the period for: | | | | Interest | $ 58 | $ 74 | | Income taxes, net of refunds | $ 14 | $ 134 | - Foreign exchange rate changes had a positive effect of $22 million on cash and cash equivalents in Q1 2025, primarily due to British pounds[66] - Restricted fiduciary cash was $1,470 million at March 31, 2025, down from $1,570 million at December 31, 2024[68] Note 11. Legal and Regulatory Proceedings This note describes the company's involvement in legal and regulatory proceedings and management's assessment of their potential financial impact - The Company is involved in numerous pending or threatened legal and regulatory proceedings arising in the ordinary course of business[70] - Management believes that, individually or in aggregate, current legal proceedings will not have a material adverse effect on the Company's financial condition, operations, and/or cash flows[72] Note 12. Segment Information This note provides financial information for the company's three reportable segments: Retail, Programs, and Wholesale Brokerage - The three reportable segments are Retail, Programs, and Wholesale Brokerage, each providing distinct insurance products and services[73] Total Segment Revenues (Three Months Ended March 31, 2025) | (in millions) | Retail | Programs | Wholesale Brokerage | Total | | :--- | :--- | :--- | :--- | :--- | | Total segment revenues | $ 907 | $ 328 | $ 159 | $ 1,394 | - International operations generated $230 million in total revenues for Q1 2025, up from $159 million in Q1 2024[74] Note 13. Insurance Company Subsidiary Operations This note details the operations of WNFIC and the company's capitalized captive insurance facilities, including premiums and statutory capital - WNFIC sells and services NFIP flood insurance policies, ceding 100% of premiums to FEMA and receiving a 29.1% gross expense allowance[80] Net Premiums (Three Months Ended March 31, 2025) | (in millions) | Written | Earned | | :--- | :--- | :--- | | Net premiums - Total | $ 24 | $ 19 | - WNFIC's statutory capital and surplus was $46 million at March 31, 2025, and it generated $1 million in statutory net income for Q1 2025[82] - The quota share Captive had assumed net earned premiums of $18 million and ultimate loss expense of $22 million for Q1 2025[83] Note 14. Shareholders' Equity This note provides details on shareholders' equity, including cash dividends paid and approved, and share repurchase authorizations - A quarterly cash dividend of $0.15 per share, totaling $43 million, was paid on February 12, 2025[86] - Another quarterly cash dividend of $0.15 per share was approved on April 28, 2025, to be paid on May 21, 2025[86] - The company has an outstanding approval to purchase up to approximately $249 million of its common stock[85] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed discussion and analysis of the company's financial condition, results of operations, and liquidity for the three months ended March 31, 2025, compared to the same period in 2024. It covers consolidated results, segment performance, and non-GAAP financial measures General Company Overview This section provides an overview of Brown & Brown's business model, revenue drivers, growth strategy, and recent performance metrics - Brown & Brown is a diversified insurance agency, wholesale brokerage, insurance programs, and services organization, with principal revenue sources being commissions and fees[89] - Revenue is influenced by customer volume, insurable exposure units, premium rates, economic conditions, and catastrophic events[90] - The company's growth strategy focuses on new business, customer retention, and acquisitions, supported by a decentralized sales and service culture[90] - For Q1 2025, total commissions and fees growth rate was 12.0%, and consolidated Organic Revenue growth rate was 6.5%[94] Information Regarding Non-GAAP Financial Measures This section defines and explains the company's use of non-GAAP financial measures such as Organic Revenue, EBITDAC, and EBITDAC Margin for performance evaluation - Non-GAAP measures like Organic Revenue, EBITDAC, and EBITDAC Margin are used to evaluate operating performance and for executive incentive compensation[98] - Organic Revenue excludes revenues from newly acquired operations, divested businesses, and foreign currency translation[99] - EBITDAC is defined as income before interest, income taxes, depreciation, amortization, and the change in estimated acquisition earn-out payables[101] Acquisitions This section highlights acquisitions as a core business strategy, detailing the number of insurance intermediary operations acquired over time - Acquisitions are a core business strategy, with 687 insurance intermediary operations acquired from 1993 through Q1 2025[102] Critical Accounting Policies This section outlines the company's critical accounting policies, emphasizing management judgment in areas like revenue recognition and business combinations - Critical accounting policies include revenue recognition, business combinations, intangible asset impairments, non-cash stock-based compensation, and litigation reserves, all requiring significant management judgment[103] - No changes were made to critical accounting policies from the most recent Form 10-K[103] Results of Operations for the Three Months Ended March 31, 2025 and 2024 (Consolidated) Consolidated income before income taxes increased by 17.3% to $427 million in Q1 2025, driven by Organic Revenue growth, expense leveraging, net new business, and lower interest expense. Total revenues grew 11.6% to $1,404 million, while total expenses increased 9.3%. EBITDAC - Adjusted increased by 14.8% to $535 million, with an adjusted margin of 38.1% Consolidated Results of Operations (Three Months Ended March 31) | (in millions, except percentages) | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Total revenues | $ 1,404 | $ 1,258 | 11.6% | | Total expenses | 977 | 894 | 9.3% | | Income before income taxes | 427 | 364 | 17.3% | | Income taxes | 93 | 71 | 31.0% | | Net income attributable to the Company | $ 331 | $ 293 | 13.0% | | EBITDAC - Adjusted | $ 535 | $ 466 | 14.8% | | EBITDAC Margin - Adjusted | 38.1% | 37.0% | | | Organic Revenue growth rate | 6.5% | 8.6% | | - Income before income taxes increased by $63 million (17.3%) in Q1 2025, driven by Organic Revenue growth, expense leveraging, net new business, and lower interest expense[97][105] Commissions and Fees This section analyzes the changes in total commissions and fees, including core commissions, organic growth, acquisitions, and profit-sharing contingent commissions - Total commissions and fees increased by $148 million (12.0%) to $1,385 million in Q1 2025[106] - Core commissions and fees grew by 12.7%, with $77 million from organic growth and $79 million from acquisitions[106] - Profit-sharing contingent commissions decreased by $3 million (6.5%) in Q1 2025[106] Investment and Other Income This section discusses the changes in investment and other income, primarily attributing fluctuations to average interest rates - Investment and other income decreased by $2 million in Q1 2025 compared to Q1 2024, primarily due to lower average interest rates[107] Employee Compensation and Benefits This section analyzes the changes in employee compensation and benefits expense, including its percentage of total revenues and contributing factors - Employee compensation and benefits expense increased by $52 million (8.2%) to $683 million in Q1 2025[108] - As a percentage of total revenues, it decreased from 50.2% in Q1 2024 to 48.6% in Q1 2025[108] - The increase was due to new hires, producer compensation, and non-cash stock-based compensation, partially offset by a $13 million decrease in deferred compensation liabilities[108] Other Operating Expenses This section details the changes in other operating expenses, attributing increases to acquisitions, information technology costs, and deferred compensation liabilities - Other operating expenses increased by $25 million (15.5%) to $186 million in Q1 2025[109] - The increase was driven by $9 million from acquisitions, higher information technology related costs, and a $13 million increase in assets held to fund deferred compensation liabilities[109] (Gain)/Loss on Disposal This section explains the (gain)/loss on disposal, noting the company's practice of selling businesses or customer accounts that do not meet performance targets - (Gain)/Loss on disposal remained $2 million in Q1 2025, consistent with Q1 2024[110] - The company periodically sells businesses or customer accounts that do not produce reasonable margins or demonstrate adequate growth potential[110] Amortization This section discusses the increase in amortization expense, linking it to the amortization of new intangibles from recent acquisitions - Amortization expense increased by $10 million (23.3%) to $53 million in Q1 2025, reflecting the amortization of new intangibles from businesses acquired within the past twelve months[111] Depreciation This section explains the stability of depreciation expense, attributing it to offsetting effects of fixed asset additions and fully depreciated assets - Depreciation expense remained flat at $11 million in Q1 2025 compared to Q1 2024, as net additions of fixed assets were offset by fully depreciated or written-off assets[112] Interest Expense This section analyzes the decrease in interest expense, primarily due to lower total debt outstanding - Interest expense decreased by $2 million (4.2%) to $46 million in Q1 2025, primarily due to lower total debt outstanding[113] Change in Estimated Acquisition Earn-Out Payables This section details the net change in estimated acquisition earn-out payables, including fair value adjustments and interest expense accretion Net Change in Estimated Acquisition Earn-Out Payables (Three Months Ended March 31) | (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Change in fair value of estimated acquisition earn-out payables | $ (6) | $ (4) | | Interest expense accretion | 2 | 2 | | Net change in earnings from estimated acquisition earn-out payables | $ (4) | $ (2) | - The net change in estimated acquisition earn-out payables resulted in a $4 million credit to earnings in Q1 2025, compared to a $2 million credit in Q1 2024[118] Income Taxes This section discusses the increase in the effective tax rate, primarily due to a lower tax benefit from restricted stock awards vesting - The effective tax rate increased to 21.8% in Q1 2025 from 19.5% in Q1 2024, primarily due to a lower tax benefit associated with the vesting of restricted stock awards[120] Results of Operations — Segment Information This section analyzes the operational performance of the company's three reportable segments: Retail, Programs, and Wholesale Brokerage, focusing on Organic Revenue growth rate and EBITDAC Margin - Management evaluates segment performance primarily using Organic Revenue growth rate and EBITDAC Margin[122] Organic Revenue Growth Rate by Segment (Three Months Ended March 31) | Segment | 2025 Organic Revenue growth rate | 2024 Organic Revenue growth rate | | :--- | :--- | :--- | | Retail | 4.1% | 7.2% | | Programs | 13.6% | 11.8% | | Wholesale Brokerage | 6.7% | 10.8% | | Total | 6.5% | 8.6% | EBITDAC - Adjusted and Margin by Segment (Three Months Ended March 31, 2025) | (in millions) | Retail | Programs | Wholesale Brokerage | Total | | :--- | :--- | :--- | :--- | :--- | | EBITDAC - Adjusted | $ 338 | $ 146 | $ 51 | $ 535 | | EBITDAC Margin - Adjusted | 37.3% | 44.5% | 32.1% | 38.1% | Retail Segment This section analyzes the Retail segment's financial performance, focusing on total revenues, core commissions, income before taxes, EBITDAC, and Organic Revenue growth Retail Segment Financial Highlights (Three Months Ended March 31) | (in millions, except percentages) | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Total revenues | $ 907 | $ 806 | 12.5% | | Core commissions and fees | $ 891 | $ 789 | 12.9% | | Income before income taxes | $ 284 | $ 238 | 19.3% | | EBITDAC - Adjusted | $ 338 | $ 291 | 16.2% | | Organic Revenue growth rate | 4.1% | 7.2% | | - The Retail segment's Organic Revenue growth rate was 4.1% in Q1 2025, driven by net new business and renewal growth, but impacted by timing of certain nonrecurring revenue and rate and exposure unit growth[130] - EBITDAC Margin - Adjusted increased to 37.3% from 36.1%, driven by revenue growth and expense leveraging, partially offset by higher non-cash stock-based compensation[132] Programs Segment This section analyzes the Programs segment's financial performance, focusing on total revenues, core commissions, profit-sharing contingent commissions, income before taxes, EBITDAC, and Organic Revenue growth Programs Segment Financial Highlights (Three Months Ended March 31) | (in millions, except percentages) | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Total revenues | $ 328 | $ 298 | 10.1% | | Core commissions and fees | $ 303 | $ 266 | 13.9% | | Profit-sharing contingent commissions | $ 20 | $ 26 | (23.1)% | | Income before income taxes | $ 122 | $ 101 | 20.8% | | EBITDAC - Adjusted | $ 146 | $ 126 | 15.9% | | Organic Revenue growth rate | 13.6% | 11.8% | | - Organic Revenue growth was 13.6%, driven by hurricane claims revenue, good retention, and exposure unit expansion, but partially offset by declining rates on catastrophe ('CAT') property[137] - EBITDAC Margin - Adjusted increased to 44.5% from 42.3% due to strong Organic Revenue growth and leveraging the expense base[139] Wholesale Brokerage Segment This section analyzes the Wholesale Brokerage segment's financial performance, focusing on total revenues, core commissions, profit-sharing contingent commissions, income before taxes, EBITDAC, and Organic Revenue growth Wholesale Brokerage Segment Financial Highlights (Three Months Ended March 31) | (in millions, except percentages) | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Total revenues | $ 159 | $ 142 | 12.0% | | Core commissions and fees | $ 149 | $ 135 | 10.4% | | Profit-sharing contingent commissions | $ 9 | $ 6 | 50.0% | | Income before income taxes | $ 44 | $ 41 | 7.3% | | EBITDAC - Adjusted | $ 51 | $ 46 | 10.9% | | Organic Revenue growth rate | 6.7% | 10.8% | | - Profit-sharing contingent commissions increased by $3 million (50.0%) due to improved underwriting results, increased written premium, and finalization of prior year estimates[141] - Organic Revenue growth rate was 6.7%, driven by net new business and exposure unit increases, partially offset by rate decreases for CAT property[142] - EBITDAC Margin - Adjusted decreased to 32.1% from 32.4% due to a higher impact of foreign exchange rate changes and higher non-cash stock-based compensation, partially offset by leveraging the expense base[144] Other (Segment Information) This section clarifies that the 'Other' column in segment information includes unallocated income, expenses, and corporate-related items - The 'Other' column includes unallocated income and expenses, and corporate-related items, such as intercompany interest expense charges[145] Liquidity and Capital Resources The company maintains a conservative balance sheet and strong liquidity, primarily through operating cash flows, disciplined debt use, and equity issuance for acquisitions. It has access to $400 million under its Revolving Credit Facility and up to $1,300 million in incremental borrowing capacity. Cash and cash equivalents decreased slightly to $669 million at March 31, 2025 - The company maintains a conservative balance sheet and strong liquidity, relying on operating cash flows, debt, and equity for growth and investments[146] - As of March 31, 2025, the company had $400 million available under its Revolving Credit Facility and up to $1,300 million in incremental borrowing capacity[146][147] - Cash and cash equivalents decreased slightly to $669 million at March 31, 2025, from $675 million at December 31, 2024[148] Operating Cash Flows This section analyzes the significant increase in net cash provided by operating activities, attributing it to higher operating margins and reduced tax payments - Net cash provided by operating activities increased by $200 million to $213 million in Q1 2025 from $13 million in Q1 2024[150] - The increase was driven by higher operating margins and a $120 million reduction in tax payments due to Hurricane Idalia tax relief deferrals[150] - The current ratio was 1.20 at March 31, 2025, up from 1.10 at December 31, 2024[149] Investing Cash Flows This section details the changes in net cash used in investing activities, including payments for acquisitions, sales of businesses, and capital expenditures - Net cash used in investing activities decreased by $9 million (10.2%) to $79 million in Q1 2025[151] - Payments for acquisitions, net of cash acquired, decreased to $67 million in Q1 2025[152] - The company received $9 million from sales of businesses, fixed assets, and customer accounts in Q1 2025[153] - Capital expenditures increased to $17 million in Q1 2025[154] Financing Cash Flows This section analyzes the increase in net cash used in financing activities, primarily due to higher payments on long-term debt and fiduciary liabilities - Net cash used in financing activities increased by $151 million to $218 million in Q1 2025[155] - Fiduciary receivables and liabilities resulted in a $90 million decrease in cash flows[156] - Payments on long-term debt totaled $169 million, including the repayment of a $150 million term loan[159][163] - Cash dividends paid increased to $43 million in Q1 2025[158] Contractual Cash Obligations This section provides a summary of the company's contractual cash obligations, categorized by due date Contractual Cash Obligations (as of March 31, 2025) | (in millions) | Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Long-term debt | $ 3,838 | $ 75 | $ 913 | $ 350 | $ 2,500 | | Other liabilities | 252 | 13 | 21 | 18 | 200 | | Operating leases | 258 | 51 | 89 | 58 | 60 | | Interest obligations | 1,543 | 177 | 280 | 226 | 860 | | Maximum future acquisition contingent payments | 419 | 123 | 291 | 5 | — | | Total contractual cash obligations | $ 6,310 | $ 439 | $ 1,594 | $ 657 | $ 3,620 | - Total contractual cash obligations were $6,310 million as of March 31, 2025, with $439 million due within one year[164] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risk from interest rates and foreign exchange rates. Its investments are primarily short-term, limiting interest rate risk. Floating-rate debt (SOFR-tied) is subject to interest rate changes, but a hypothetical 10% change would not materially affect financial statements. Translational foreign exchange risk exists for international operations, but a 10% change is also not considered material - The company is exposed to market risk from interest rates and foreign exchange rates[167] - Invested assets are primarily short-term, making interest rate risk immaterial[168] - Floating-rate debt (SOFR-tied) of $987 million is subject to interest rate changes, but a hypothetical 10% change would not materially affect financial statements[170] - Translational foreign exchange rate risk from international operations (British pounds, Canadian dollar, euros) is not considered material for a hypothetical 10% change[171] Item 4. Controls and Procedures The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2025. No material changes in internal control over financial reporting were identified during the quarter. The section also acknowledges the inherent limitations of internal control systems - The CEO and CFO concluded that disclosure controls and procedures were effective as of March 31, 2025[172] - No material changes in internal control over financial reporting were identified during Q1 2025[173] - The company acknowledges the inherent limitations of internal control systems, which can only provide reasonable assurance against errors or fraud[174][175] Part II. Other Information This part contains additional information not included in the financial statements, such as legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings No new legal proceedings or material developments in existing legal proceedings occurred during Q1 2025 that require disclosure, consistent with the information provided in the annual report - No new legal proceedings or material developments in existing legal proceedings occurred during Q1 2025 requiring disclosure[179] Item 1A. Risk Factors There were no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K were identified[180] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During Q1 2025, the company repurchased 365,396 shares of common stock at an average price of $111.32 per share, primarily for tax withholdings related to restricted stock awards. The remaining share repurchase authorization is approximately $249 million Issuer Purchases of Equity Securities (Three Months Ended March 31, 2025) | Period | Total number of shares purchased | Average price paid per share | Maximum value of shares that may yet be purchased under the plans or programs (in millions) | | :--- | :--- | :--- | :--- | | January 1, 2025 to January 31, 2025 | 19,993 | $ 105.55 | $ 249 | | February 1, 2025 to February 28, 2025 | 345,299 | $ 111.65 | $ 249 | | March 1, 2025 to March 31, 2025 | 104 | $ 118.20 | $ 249 | | Total | 365,396 | $ 111.32 | $ 249 | - All shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted stock awards under the 2019 Stock Incentive Plan[183] - The company has approximately $249 million remaining in its Board-approved share repurchase authorization[183] Item 5. Other Information No officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025[182] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including corporate documents, service agreements, CEO/CFO certifications, and XBRL financial statements - Exhibits include Amended and Restated Articles of Incorporation and By-Laws, a Service Agreement, CEO/CFO certifications (Rule 13a-14(a)/15d-14(a) and Section 1350), and inline XBRL financial statements[184] Signatures This section contains the signature of the Executive Vice President, Chief Financial Officer and Treasurer, certifying the report - The report was signed by R. Andrew Watts, Executive Vice President, Chief Financial Officer and Treasurer, on April 28, 2025[187]