Brown & Brown, Inc.

Good morning and welcome to the Brown and Brown, Inc. third quarter earnings call. Today's call is being recorded. Please note that certain information discussed during this call, including information contained in the slide presentation posted in connection with this call and including answers given in response to your questions, may relate to future results and events or otherwise be forward-looking in nature. Such statements reflect our current views with respect to future events including those relating to the company's anticipated financial results for the third quarter and are intended to fall within the safe harbor provisions of the securities laws. Actual results or events in the future are subject to a number of risks and uncertainties and may differ materially from those currently anticipated or desired or referenced in any forward-looking statements made as a result of a number of factors. Such factors include the company's determination as it finalizes its financial results for the third quarter that its financial results differ from the current preliminary unaudited numbers set forth in the press release issued yesterday, other factors that the company may not have currently identified or quantified, and those risks and uncertainties identified from time to time in the company's reports filed with the Securities and Exchange Commission. Additional discussion of these and other factors affecting the company's businesses and prospects, as well as additional information regarding forward-looking statements, is contained in the slide presentation posted in connection with this call and in the company's filings with the Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In addition, there are certain non-GAAP financial measures used in this conference call. A reconciliation of any non-GAAP financial measures to the most comparable GAAP financial measure can be found in the company's earnings press release or in the investor presentation for this call on the company's website at www.bbrown.com by clicking on Investor Relations and then Calendar Events. With that, Said, I will now turn the call over to Powell Brown, President and Chief Executive Officer. You may begin.

Thanks, Gigi. Good morning, everyone, and welcome to our third quarter earnings call. We'd like to first welcome our 5,000-plus new teammates from a session that joined us on August 1st. We're excited to be working together to grow our company as these talented teammates bring new capabilities for our customers. I also wanted to talk about leadership changes we announced last Monday. Based on the evolving global breadth of our retail segment and the importance of continuing our forward momentum, I've appointed Steve Hearn as the new retail president on a go-forward basis. I've known Steve for over 20 years and have admired his leadership style. He brings more than 35 years of deep industry experience, acquisition, integration, and a proven record of driving growth and innovation, both in the U.S. and internationally. With his leadership, we will further enhance our world-class solutions and value to our customers, carrier partners, shareholders, and teammates. Regarding my brother Barrett, I have a ton of respect for him as a leader, and also I love him dearly. He's taking a personal leave of absence. I ask that everyone respect his privacy. When he's ready to return to the company, I look forward to welcoming him back. Last week, our board of directors raised our dividend by 10%, which represents an increase to the 32nd year in a row. In addition, our board expanded our authorization to repurchase shares up to $1.5 billion. As we've done in the past, we will purchase shares when we believe the company is undervalued and to help manage dilution associated with our equity plans. Our goal is to help drive earnings per share growth and meaningful shareholder value. Now let's transition to the results. I'll provide some high-level comments regarding our performance, along with updates on the insurance market and the M&A landscape. Then Andy will discuss our financial performance in more detail. Lastly, I'll wrap up with some closing thoughts before we open it up for Q&A. Here's slide number four. As you know, we focus on growth, both overall and organic, margins, earnings per share, and cash flow as key metrics that should drive shareholder value creation. For the third quarter, we delivered revenues of $1.6 billion, growing 35.4% in total and 3.5% organically as compared to the same period in the prior year. Our adjusted EBITDA margin improved by 170 basis points to 36.6%, and our adjusted earnings per share grew over 15% to $1.05. On the M&A front, we completed seven acquisitions with estimated annual revenues of $1.7 billion, with the largest being a session. I'm on slide five. From an economic standpoint, growth remained relatively stable with the second quarter. We view this as positive since we continue to see businesses growing as consumers are still spending. From a hiring and capital investment perspective, it remained relatively modest for most companies. Depending on the industry, some companies are looking to hire while others are relatively flat. This concept applies to capital investments as well. Generally, concerns over the impacts from tariffs seems to have dissipated for many industries, while business leaders continue to have a cautious bias. From a commercial insurance pricing standpoint, rates for most lines were similar to the second quarter. We continue to see CAT property, and casualty as the outliers on both ends of the spectrum. Pricing for employee benefits was similar to prior quarters with medical costs up 6% to 8% and pharmacy costs generally up over 10%. We do not see any signs that this trend will slow over the coming quarters. Almost all companies are challenged to balance rising healthcare costs and the impact of their employees and their P&Ls. Management of high-cost claimants specialty pharmacy, and population health continue to be key areas of our focus, which are driving more demand for our healthcare consulting businesses. Rates in the admitted P&C markets were substantially similar to last quarter and were flat to up 5% versus the prior year. Workers' compensation rates remained similar to prior quarters in most states and were flat to down 3%. For non-CAT property, overall rates were down 5% to up 5% depending on the loss experience. For casualty, we're seeing rate increases of 5% to 10% for primary layers and excess layers increasing even more. We believe this trend will continue over the coming quarters. For professional liability, rates remain similar to Q2 and were down 5% to up 5%. Shifting to the ENF property market, rate changes for the third quarter were similar to the second quarter and were generally down 15% to 30%. Keep in mind that we placed the largest amount of capped property in the second quarter and the least amount in the third quarter of each year. From a customer perspective, they're managing their total insurance spend, both commercial as well as employee benefits. As rates move up and down for certain lines, this will influence customers' buying behavior and corresponding premiums paid. On slide six. Let's transition to the performance of our two segments for the quarter. Retail delivered organic growth of 2.7%, which was impacted by approximately 1% due to the adjustments related to certain employee benefits incentives. Isolating this impact, the organic growth was generally in line with our expectations as a result of good net new business performance. As a reminder, beginning this quarter, our previously reported programs and wholesale segments were combined into one segment, which is now referred to as specialty distribution. The go-to-market brand is Arrowhead Intermediaries, which is comprised of three distinct divisions, programs, wholesale, and specialty. This segment also includes the 180 division of Session. We believe that on a combined basis, Arrowhead Intermediaries is the largest global operator of over 100 MGA MGUs and places approximately $20 billion of written premium. For the quarter, the specialty distribution team delivered good organic revenue growth of 4.6%. Organically, wholesale grew high single digits driven by strong brokerage performance. Programs grew low to mid-single digits, driven by good net new business, while being partially offset by our wind and quake programs due to the continued downward rate pressure for commercial cap properties. Now I'll turn it over to Andy to get into more details of our financial results.

Great. Thank you, Powell. Good morning, everybody. Before we get into the details, we wanted to talk about the impact on our earnings related to the acquisition of a session and our related debt and equity issuances. As previously discussed, transaction and integration costs related to our acquisition of a session are excluded from our calculation of adjusted EBITDA and adjusted earnings per share. For this quarter, acquisition and integration costs were approximately $50 million. Additionally, beginning this quarter, we have a new line on the income statement called mark-to-market of escrow liability related to the acquisition of a session. This account is also excluded from our calculation of adjusted EBITDA and adjusted EPS. For the third quarter, we recorded approximately $8 million of a non-cash charge related to the change in the fair value of our common stock held in escrow. As our stock price changes over the coming quarters, we will have additional non-cash movements. For the stub period of August and September, a session's total revenue was approximately $285 million. The margins were in line with our expectations and were slightly below the four-year margin discussed during our announcement call. Due to the seasonality of revenue and profit for certain businesses, the margin will fluctuate by quarter. In addition, we recorded approximately $29 million of incremental investment income for the quarter as a result of the proceeds of our follow-on common stock offering and senior notes issued in June. Now, transitioning to our consolidated results. As a reminder, when we refer to EBITDAQ, EBITDAQ margin, income before income taxes, or diluted net income per share, we are referring to those measures on an adjusted basis. The reconciliations of our GAAP to non-GAAP financial measures can be found either in the appendix of this presentation or in the press release we issued yesterday. Now, let's get into more detail regarding our financial performance for the quarter. On a consolidated basis, we delivered total revenues of $1,606 million, growing 35.4% as compared to the third quarter of 2020. Contingent commissions grew by an impressive $46 million in total, with $12 million coming from a session. Income before income taxes increased by 34%, and EBITDA grew by 41.8%. Our EBITDA margin was 36.6%, expanding by 170 basis points over the third quarter of the prior year, driven by good underlying margin expansion, together with increased contingents and investment income. For the quarter, our margin expansion was partially offset by the seasonality of revenue and profit associated with the acquisitions of Assession and Quintess. Our effective tax rate for the quarter was 24.7%, substantially flat versus the prior year. Diluted net income per share increased 15.4% to $1.05. Our weighted average shares outstanding increased by approximately $48 million to $332 million, primarily due to the shares issued to Assessions equity holders. Lastly, our dividends paid per share increased by 15.4% as compared to the third quarter of 2020. Overall, we are very pleased with our performance for the quarter as well as our year-to-date results. Over on slide number eight, the retail segment grew total revenues by 37.8% with organic growth at 2.7%. The difference between total revenues and organic revenue was driven substantially by acquisition activity over the past year. As it relates to the fourth quarter, we anticipate our organic growth will be similar to the third quarter. This is due to the previously mentioned employee benefits incentive adjustments and the relative impact of multi-year policies written in 2020 in the fourth quarter. At this point, we do not see the same potential revenue associated with multi-year policies in the fourth quarter of this year. Our EBITDA margin increased by 150 basis points to 28%, driven by the management of our expense base, along with positive impact of a session. This was partially offset by revenue seasonality for Quintess, which we acquired in the fourth quarter of 2020. We're over on slide number nine. Specialty distribution grew total revenues by 30%, driven by the acquisition of a session, contingent commissions, and organic revenue growth. Our organic growth was 4.6%, which was a strong performance considering the very tough comparison to the prior year. Our EBITDA margin decreased by 110 basis points for 43.9% due to the impact of the session, having a lower overall margin as compared to our This impact more than offsets the increase driven by higher continued commissions, organic growth, and managing our expenses. Regarding the Q4 organic revenue growth outlook, recall that we reported approximately $28 million of non-recurring flood claims processing revenue in the fourth quarter of last year. Presuming there are no hurricanes through the end of this year, as well as the continued rate pressure on CAPROP, and we're expecting slower growth in our lender-placed business, we anticipate the organic growth rate for our specialty distribution segment could decline in the range of mid-segment digits. Taking this organic growth into consideration, it will also impact the margin for the fourth quarter this year. As it relates to the fourth quarter outlook for contingents, we anticipate them to be in the range 30 to 40 million, depending on the outcome of storm season. any contingents that may be recognized by a session. We got a few other comments. First, from a cash perspective, in the first nine months of 2025, we generated $1 billion of cash flow from operations. This was an increase of over $190 million, or 24% growth for the first nine months of 2025 versus the same period in 2024. From a cash flow conversion perspective, our discipline remains strong, and the ratio of cash flows from operations to total revenues was approximately 23.5%, or 100 basis points higher than the prior year. For the full year, we estimate our ratio of cash flow from operations to total revenues will be in the range of 23 to 25%. Before we wrap up, we wanted to provide guidance on a few items. As it relates to a session, we anticipate Q4 revenues to be in the range of $430 to $450 million, and the adjusted EBITDAG margin to be slightly below the four-year margin discussed in our announcement call due to the seasonality of revenue and profit for certain businesses. Regarding amortization expense, we anticipate this to be in the range of $110 to $115 million for the fourth quarter. Interest expense, we anticipated to be in the range of $95 to $100 million, and investment and other income to be in the range of $20 to $25 million for the fourth quarter. As it relates to our full-year outlook for adjusted EBITDA margin, you may remember during our earnings call in January of this year that we anticipated our margins to be flat compared to 2024. Based on our strong year-to-date performance and incorporating the slightly lower margins due to the seasonality of a session, we're increasing our full-year margin expectations to be up modestly. With that, let me turn it back over to Kyle for closing comments.

Thanks, Andy, and good report. As we enter the fourth quarter, we believe economic growth will be relatively similar to the last couple of quarters. The uncertainty regarding tariffs appears to be lessening as time passes. Interest rates are starting to decrease, and our customer base is continuing to grow and invest. This does not apply to all customers. With our broad diversification across geographies, industries, lines of coverage, and customer segments, we will always have certain customer segments doing well and others working hard just to deliver growth. This diversification puts stability in our overall customer base and consequently in our key financial metrics. Overall, we feel the economies in which we operate are generally stable. From a pricing standpoint, we expect admitted rates to be fairly similar to what we experienced in the third quarter. As of now, we're not seeing any major disruptors that will cause admitted rates to materially change. We believe casualty and auto rates will continue to increase, which are the largest segment of the market and the admitted property, and that admitted property will continue to be very competitively priced. For the ENS space, we anticipate casualty lines will continue to be challenging to place. This includes both rate and available limits. Unless there's meaningful tort reform across the country, we expect continued upward pressure on rates on casualty lines. Presuming we don't have a meaningful late-season storm or storms, the capital deployment remains active. Pricing for cap property will more than likely look similar to what we experienced in the third quarter. Then, once we clear hurricane season, we could see certain markets or carriers get very aggressive at the end of the year, utilizing their remaining capacity. This would not surprise us. On the M&A front, our pipeline looks good domestically and internationally. We continue to look to buy businesses that fit culturally and make sense financially. From an accession integration standpoint, things are progressing well. We're focused on our customers and the solutions we can deliver for them. As we mentioned before, the strategic rationale for this acquisition is to bring together our organizations to add new capabilities and enhance existing resources. Our balance sheet remains strong, and we have outstanding cash flow conversion to help fuel our growth. There will be periods when M&A is higher or lower weighting on our total growth. In the past 10 years, our growth has been well-balanced between organic and inorganic. We will remain disciplined in our capital deployment strategy so we can continue to drive long-term shareholder value. Our company is in a great place, and we feel good about the economic outlook. As I mentioned earlier, the third quarter was strong as we look at our key financial metrics, understanding the actual organic growth of retail was lower due to the change in employee benefits incentives for the quarter. Our teams are collaborating well, and we're working hard to leverage our capabilities for our customers and win more new business. We're looking forward to delivering a solid fourth quarter that will be the capstone on a really good year for Brown and Brown. With that, we'll turn it back over to Gigi and open the lines for Q&A.

Thank you. As a reminder, to ask a question, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. Please limit yourselves to one question. You may re-enter the queue for follow-up questions. Please stand by while we compile the Q&A roster. Our first question comes from the line of Mike Zaremski from BMO.

Okay, great. Good morning. My first question is on the relationship of organic growth to EBITDA margins, not in any given quarter, but maybe over time. You know, there's there's some correlation to, you know, in timeframes when organic growth is well above historical, there's more margin improvement and vice versa. So I guess I'm trying to get it. I know you're not going to provide a guidance for 26, but to the extent we're painting a picture of lower organic growth, especially versus recent years, or maybe towards the low end of your historical range too in the future, should we be thinking about kind of that margin correlation, or are there just, you know, there's a lot of moving pieces with the acquisition and just other structural things going on at the company, or is there something different about their relationship today than in the past?

Yeah. Good morning, Mike. It's Andy. I think one of the things that is helpful when you look at at least our numbers and you think about our company, the organic is just a component of of how we drive our margins, how we drive our cash flows. Important that you take into consideration contingent commissions inside of there. If you think about just this quarter and you look at the amount of contingents that we grew, so we were approximately $46 million of contingents this quarter. Twelve of that came from a session. Our organic growth was $40 million. So The contingents are a material portion of the value that we do in the organization. So we wouldn't want you to do a direct correlation between organic and margins. It won't actually work that way, at least for our business. So just kind of think about that as you work through calculations. But we still continue to think about our business in that direction. 30 to 35% range, and it'll move around back and forth over time, but we feel really, really good with the business, as we mentioned, on just how we're growing this year on an underlying basis and how a session's performing.

Okay, that's helpful.

For my follow-up, I'm curious, I believe you have some businesses, I know this is maybe just hopefully short-term, but that are impacted by the government shutdown. Should we be, are you Should we be factoring in any implications of that in probably your specialty segment for 4Q? Thanks.

Yeah. Hey, Mike. Yeah, we've got a few businesses that are impacted, and it's both in specialty as well as in retail. So we've got a couple businesses that are in the Medicare Social Security set-aside, and those get impacted based upon the government. Generally, that revenue kind of gets caught up over time. It just kind of gets backlogged in there. So, yes, there could be some impacts in the fourth quarter or even into Q1. It depends on how long it's going to be resolved up there in Washington. And then the other piece is in our flood business. So, again, the way that works is – We are able to actually do renewals. We just can't, and nobody, it's not just Brown and Brown, it's anybody that's part of the Write Your Own program, is you can't write new policies right now. But what you can do is once the government opens back up, then you can do retro policies in there. So we're in good shape.

We're able to front run all the renewals for the fourth quarter. Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Alex Scott from Barclays.

Good morning. This is Justin on for Alex. The first question I wanted to ask was on retail organic. I was wondering if you can provide a little bit more color as to the 1% impact that you had called out in your prepared remarks.

Sure.

Good morning, Justin. So the comment we made inside of there is we had an adjustment for incentive commissions in employee benefits. The way those work is, again, we're accruing throughout the year, and then ultimately we have to do adjustments at the end of the calculations again, and we'll always have positive and negatives. When you look at 2024 for that time period, it was actually a positive adjustment. And then for this year, it was actually a negative adjustment. And normally how those calculations work is depending upon kind of where you get in, you know, an applicable year, the targets are moved in the next year. So we overperformed in 24 and we just didn't get all the way to the targets, the increased targets in 2025. So you have kind of a year over year and up and a down is what caused the spread in there. And that's about 1% of the impact. That'll continue. And the other thing I just mentioned is, and we highlight in our commentary, that will have some impact in the fourth quarter because we are still accruing at a higher rate in Q4 of last year.

Got it. Thank you. And I guess just on a related... Got it. Appreciate it. Just on a related note, I suppose as you guys are kind of gearing up for planning and budgeting for the upcoming year, I just wanted to kind of bring us back to a comment you had mentioned earlier in terms of how I think a few quarters ago you mentioned you see sort of this business as sort of like in the low single digit, like on a longer term through the cycle. I was just wondering, you know, whether or not sort of the results in the recent quarters are sort of indicative of whether that mean reversion is starting to kind of happen, you know, at the present moment or how you see sort of the trend for sort of the organic as you guys are sort of thinking about planning for next year.

So, Justin, for the last 16 years, we've been saying that the retail business is a low to mid-single-digit organic growth business in a steady-state economy. And so, we're staying by that. We're consistent. So, 16 years running. And the answer is, as you know, we don't give organic guidance for 26 years. But you have gotten a sense of how the business is running right now with a couple things that are headwinds or actually, I'm not going to say they're one-off adjustments, but we are not skirting the issue. I mean, the state, you know, the organic growth for retail is 2.7%. And you can look inside of it and say, this could adjust it by one base point, but we're not skirting the issue that was 2.7.

So I think, I hope that answers your question. So thank you. Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Meyer Shields from Keith Brea and Woods.

Hi, good morning. This is Dean for Mayor. Thank you for taking my question. My first question is a follow-up to Justin on the retail segment incentive commission. I know you mentioned there's some headwinds in 4Q2. I'm just wondering if that will continue in 2026, or are we expecting moderating from there?

Good morning. Yeah, at least as everything that we can see right now, we think this is more isolated to the fourth quarter and doesn't carry over into 2026. You know, facts can always change, positive or negative, but at least what we can see right now appears to be isolated to the fourth quarter.

Got it. Thank you. My second question is on the admitted ENS. Last quarter, you mentioned seeing signs of business going from years back to the admitted market. Just curious, what are you seeing this quarter, and what do you expect going forward?

The short answer is there are admitted markets that are talking about it more and thinking about it as growth for admitted carriers becomes more challenging. And so I think that there will be a lot of talk about it, but I don't think that the movement from not admitted to admitted will offset the increase in the size of the ENS market, if that makes sense. So yes, I think there will be some movement back across, but the ENS market is continuing to grow at a pace that I think that it will not offset that. So thank you.

Thank you. Thank you. One moment for our next question. Our next question comes from the line of Mark Hughes from Truist.

Yeah, thank you. Good morning. You had suggested that with a clean cat season, you might see extra capital being put to work. The carriers could be more aggressive at year end. What do you think that means for rates if you do see that scenario?

Well, and again, good morning, Mark. Let me say that I am not a reinsurance expert. So let's preface my statement by that. I think that reinsurance rates are going to be under pressure 5 to 15% down. And then that's going to translate into admitted primary business in a similar or higher fashion, or ENS, maybe I should say. And so I think we could see an environment where it's similar to this year, next year, in what we're currently seeing. I do want to highlight something that we have seen before, and we haven't seen it yet that I'm aware of, but you get into the last part of Q4, and you get into December, and you get a couple markets that basically decide to get really aggressive because they still have unutilized capacity and so I think we could see more rate pressure at the end of q4 then we currently see that's not across the board as in select and I'm not and I'm not aware of any markets teeing up the blue light special yet but I'm just telling you that that is a possibility and as it relates to next year again you have I do not believe this is going to have an impact on the United States pricing, but you also have the events that are occurring in Jamaica, and that's going to be on the news and the resulting damage and hopefully not a lot of loss of life, but it could be. And so you're going to have things that are out there, and yet the capital markets, as it relates to deploying capital in the United States, are not thinking about that here. They're thinking about that there. So that's my impression.

Mark, in our commentary, remember when we said it wouldn't surprise us if it happened at the end of the year? Remember our commentary at the end of the second quarter, and we said, what happened in June, right before storm season? So you can get really unusual pricing right at the end of a quarter or whatever.

So That's why we said it wouldn't surprise us. Understood.

And, Powell, anything on the construction front, particularly Florida construction? You gave us some good commentary about the overall business environment. How about the construction market?

Well, it's interesting. Construction costs continue to go up, but there's a lot of building going on in Florida. As a countermeasure, I would tell you that in real estate, houses are not selling as quickly. And so you see houses sitting on the market much longer today. And this is not a Florida-specific thing, but there are some indications as such. You hear a lot about The impact of cost of living, meaning one, rents, so in apartments and condos, two, food, and three, the cost of insurance. So you hear a lot of that as it relates to people that maybe own second homes here or that are, you know, in the more modest size homes that are, you know, thinking about the cost to operate and cost to live. And so the overall expense, it's becoming more expensive. It's still relatively affordable. Don't get me wrong.

But it's becoming more expensive in Florida for all the reasons I've just said. Thank you very much. Thanks, Mark. Thanks, Mark.

Thank you. One moment for our next question. Our next question comes from the line of Bob Jian Kuang from Morgan Stanley.

Hey, this is Sid on for Bob. Thanks for taking my question. I wanted to ask about property renewal rates in the third quarter and kind of how you guys are thinking about that in the fourth quarter, if it should be at a similar level or potentially worsening.

As we said, Sid, it's similar going into it, but the potential as we get into, let's say, December, where there might be some outliers where you get a couple markets or a market that becomes a little more aggressive. So I would say similar to what we saw with the caveat that in December there might be some people that are getting a little aggressive and we haven't seen that yet.

A little more aggressive. Got it. And then are you seeing a similar trend in the admitted and ENS property markets or is there like any kind of divergence going on?

Well, the rate pressure obviously is much higher on ENS property, but I would tell you there is continued interest in the admitted market for good property, and I believe that will increase.

Got it. Okay. Thank you so much. Thanks, Sid.

Thank you. One moment for our next question. Our next question comes from the line of Matthew Heimerman from Citi.

Hey, good morning, everybody, and it's actually me. Just a couple questions. One, just on right flood, you had rolled out or started to roll out private flood product on that platform, and I'm just curious how the initial uptake is going on that, and I'm assuming it's not at a development stage in terms of geographic coverage and the like that it could make up for any demand that is not, that can't be fulfilled through the write your own right now, but just any color there would be great. Sorry for talking over you.

So glad you're, glad you are who you say you are. Matthew, that's good. I, a couple things. Number one, yes, we have historically written private flood in our business. And as you know, we've just announced to close effective 11-1 Poulton, which is a private flood business, which we're very pleased about them joining us and very additive. And so private flood, we believe, is a very good product. I want to caution you by saying that private flood is not the answer all flood policies please please note so maybe different than some might say you know you not every policy in every flood zone can be written in private flood or maybe shouldn't be written in private flood depending on who's underwriting it And so we do think that there's an opportunity for us. And as Andy alluded to, we believe in our flood business um through most of the fourth quarter we feel pretty good about the renewal streams and obviously it depends on when the party in power will you know make the decisions some sort of um you know compromises with all parties you know in washington to figure out how to get the thing back open And so we believe that the pressure there will continue to go up, and we'd like to think, hope it's not a good business strategy, but that they'll come to some sort of conclusion in the near to intermediate term.

Matt, I want to clarify one thing that you had mentioned at the beginning of your question. You said that we write private flood on our RightFlood platform. We do not write on the RightFlood platform. That is part of the NFIP program. Our private flood business that we had before is written already as separate carriers in there. So separate technology, everything else.

Yeah, I was aware you had two platforms, but I thought I saw press release that Wright was rolling out. And maybe it's just a distribution thing, not an actual insurance paper thing. Private, but maybe I could be mistaken.

You would know better than I. Yeah, that's just around for claims management and everything else. But the actual technology and everything else and the paper, et cetera, is not on Wright Flood. Yeah, appreciate the clarification.

One one follow up on employee benefits is there's a I feel like there's a number of cross currents affecting the business. And so just be curious on your perspective, right? On one hand, it feels like you've got the dynamics of cost push, which drive a rate need. But on the flip side, you've got what feels like a labor market that's growing less quickly than it had been. You also have just that cost push naturally results in companies wanting to manage costs to some extent. So I'm curious from a subject premium standpoint or what have you, how those dynamics all intersect.

All right, so Matt, a couple things just to reiterate. Remember that smaller groups, So let's call it under 100 lives, just roughly. It might be under 50. In many states, you are paid a per head per month compensation. So if you don't add heads, you don't make any more commission dollars. So if people are holding the line on their employment, regardless of increase in cost of health insurance, that's the first thing. The second thing is, as people are those groups that are not in that area, but even across the board and Andy has talked about this and I have to in the past, people are very focused on trying to contain the spend. And so what that means is they actually are modifying the plans that they offer. So let me give you an example. An example might be, let's just say you have a regional manufacturing company, and they have several hundred lives anywhere in the United States. And historically, meaning the last year or two, they have paid for GLP-1s. So weight loss drugs, I'm not talking about to deal with diabetes. I'm talking about actually for the cause of weight drop. And that has spiked their spend in that particular area. And they make the determination in order to keep the program in a similar structure, they have to basically either place limitations on that or eliminate that for the sole use of weight loss. That would be an example of somebody making a change because of the projected spend, because that in and of itself in a self-insured program can drive the cost through the roof. So it very much depends, but I think the important thing is people are trying to maintain quality coverage for their employees. That said, they can only bear a certain amount of increase. And so we are constantly and consistently talking with our customers and prospects about creative ways to deliver value to their employees, but to help manage their cost. And it's not a one-year plan. If somebody thinks about health care in one year, that's transactional. If you're thinking about it multi-year, that's a strategic plan. thought about managing cost over a long period of time that's different and i would tell you it's very important and something that we obviously try to convey to our customers these trends yes these trends here that you know we started talking about on the back end of ACA

that we believe that we're going to happen for an extended period of time. And there's even new things that have occurred. That's why we've made significant investments in our employee benefits business. We can handle customers if they have five employees, if they have 50,000 plus, anywhere in that range, we have those capabilities. And so we do believe that it's a good market backdrop. Yeah, there can be some crosswinds here and there on things, but we think we're in a really, really good place to help customers of any size, how they manage their healthcare, pharmacy, and also their workforce.

Thanks, Matt. Yep, appreciate it.

Thank you. One moment for our next question. Our next question comes from the line of Elise Greenspan from Wells Fargo.

Hi, thanks, good morning. My first question is on the risk section deal. I just wanted to confirm since you know the deals closed just relative to just the revenue and synergies and just accretion that you guys had outlined that it's all in line with prior expectations. And then I think the plan was to start to see the synergies come online. I think starting next year is that all still the base case expectations?

Yeah, good morning, Luis, Andy here. Yeah, I think everything right now is still in line with what we had communicated back at the time of the announcements. The revenues are right in line. The margins are in line with our expectations. Again, knowing there's some seasonality in the business generally, higher margins in the first half of the year versus second half, not unlike our legacy Brown & Brown businesses there. Teams are working through all the integration plans right now. And getting all of those in place as we communicated on the call. You know, we're going to recognize and realize these synergies over a three-year period. So our goal is to be done by the end of 28. We still feel like we're on track for all of that process and all the hard work that's got to get done in there.

But all the teams are leaning in and working through it.

Thanks, and then I just a clarification on the retail guide for the fourth quarter, you said that that would be stable with the Q3 is that stable with the reported to seven or the the adjusted three seven adjusting for the incentive comp impact.

No, on the as reported, so as reported, probably pretty similar, or at least in the same ballpark in Q4 also, knowing that we've got the headwinds on carryover effect of accruing a higher rate for the incentives in EB that still impacts part of Q4, and then the multi-year policies that were written last year. As of right now, we don't see that same volume

of activity in the fourth quarter. Again, thanks for all these changes out there.

Thank you.

Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Gregory Peters from Raymond James.

Hey, good morning, guys. This is Mitch on behalf of Greg. Thanks for taking my call. I wanted to ask about your investments in technology during the quarter. And I was hoping you could touch on the areas of focus and the run rate directionally in 26. Thanks.

Hi. Good morning, Mitch. This must be the morning for everybody else stepping in than the original. So I think we've talked about technology for a number of years, and this started all the way back in 2016 when we made our large investment infrastructure, and we kind of got all behind us. And we said our next – Two horizons we're looking at. How do we leverage our data analytics and improve the overall experience for our customers and our teammates? We're on that journey right now. We feel really good about the amount of capital that we're investing in that area. It's probably a journey. Not sure that we ever, quote, arrive at a destination because you're always evolving in there. We've got a lot of really good things going on across the organization. in special distribution, in retail, at the enterprise level, everything from how we ingest data, how we analyze it, underwriting capabilities. We're focused on administrative tasks, so making some really good progress, but probably like most companies, it's still early days of really getting all of the benefits, but we feel good. We've got an innovation council that's set up across the organization. making sure that we're sharing best practices in each of the areas. So we'll continue to work on it, but we're seeing some early benefits from it.

Great. That's helpful. Thank you. And for my follow-up, I just wanted to ask on your outlook for your debt leverage target range going forward after the close of the accession due. Thanks.

Sure. Yeah. As we've stated publicly, our gross debt leverage to EBITDA is zero to three times, and on a net basis it is zero to two and a half. We have every intention of being right back down in those ranges in about 12 to 18 months with the scheduled paydowns that we're committed to. If you look at our 10-year average, we're right at about a 2.2, 2.3 on a gross leverage ratio. The organization delevers about a quarter to half a turn each year just naturally, and then with some incremental payments that we're anticipating. we're levered right now anyway, but that's kind of the trajectory of what we're looking at, and that's consistent with what we've done over multiple cycles.

Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Brian Meredith from UBS.

Hey, guys. Good morning.

This is actually Leandro on behalf of Brian. Thanks for the opportunity. So on the retail businesses, did new businesses in retail return to normalized levels after issues in the second quarter, or is there still room to rebound?

Hey, Andrew, you were kind of hard for us to hear. Would you mind repeating that one more time, please? Sorry, sure.

Do businesses in retail return to normalized levels already after the issues in the second quarter, or is there still room to rebound?

So when you say rebound, I guess, what's your expectation when you say rebound? Are you thinking, I'm just trying to acclimate, are you thinking rebounding back up to retail businesses growing 6%, 7%, 8% organically, or? How are you thinking about it?

Accelerating from the second Q levels, I would say. The second quarter or third quarter?

If in the fourth Q, we can see an acceleration of new businesses from the bottom of the second quarter, I would say.

Oh, yeah, I don't think we called out any, Any issues regarding new business in the third quarter? We know we had some of that in the second quarter, but didn't see any issues there in the third quarter. What we had highlighted for the fourth quarter is just based upon what we can see today in terms of policies and the volume that we wrote in Q4 of last year. We don't see the same volume in Q4 of this year, but again, that can kind of just move around by quarters.

but underlying activity on everything else we feel good with. That's helpful. Thank you. Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Rob Cox from Goldman Sachs.

Hey, thanks. This is indeed Rob.

So I just wanted to ask, And make sure I understand on the retail segments, there's two comments in the presentation on the margin that one was leveraging the expense base and two, quarterly profitability associated with recent acquisitions. Was there a benefit in the quarter from the seasonality of the accession acquisition?

Hey, good morning, Rob. Yes, there was. So, we had a benefit from accession. and a headwind from Quintess, which, you know, we've kind of talked about Quintess for a few quarters just to help everybody out with that. So you've kind of got three pieces to it. So a positive on a session, a negative on Quintess, and then a positive on just underlying, you know, management of the business.

Okay, perfect. Thank you.

And then I just wanted to follow up on, you know, the international businesses and particularly the U.K., How is the performance there relative to the US and can you share any color on the market factors?

Yeah, what I would tell you is the performance is not too dissimilar to the United States. Remember, the GDP over there is growing more slowly. That's number one. And they have actually rate decreased pressure as well. So at present, and I'm just talking about England, but since you asked about it, remember the liability rates are not nearly as high because the plaintiff's bar has not gotten as active yet. They're starting. But the answer is they have some continued rate pressure there as well. So you have a slower economy and you have rate decreases as well. That's how I would describe it.

Okay, great. Thank you. Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Mark Hughes from Truist.

Yeah, thank you. Just wanted to make sure I understood the specialty distribution outlook for 4Q. I think you said looking for a decline in the mid-single digits. You got $28 million in non-recurring, which looks like it's about five points. And I think you also mentioned lender placed and then wind and quake programs under a little bit of pressure. Anything else we should think about for the specialty distribution? Does that kind of summarize what you've described?

Hey, good morning, Brian. Mark. Mark is, no, I think that is, that's fine. Those are probably the three big pieces, Mark, that we learned about.

There's some other moving parts, but those are the big pieces. Okay, great. Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Mike Zaremski from BMO.

Hey, thanks for taking the follow-up. I'm going to try to ask a lender place question to the extent you're able to add some color. You know, I think over the years, it's been a fantastic business. It appears it's grown. much faster your business much faster than the marketplace and you know just given it's highlighted as being a a tough comp uh in the near term 4q you know is there just a is there a trend we should just keep in the back of our heads as we think past 4q about the lender place business just blowing or somehow maybe giving back some some market share thanks

So, Mike, you're right in saying it's a great business, and we have had a lot of very nice organic growth in the last couple of years. And so what we're saying carefully is we're still growing, but it's just not growing as quickly. And part of that is just because we have had a lot of good growth. And number two, we have competition on our customers.

And so your sense of it is correct.

And then, Mike, keep in mind with that business that, again, it's not that we're seeing the actual lender-place ratio go up. That's not what's driving the growth. which again kind of is at least an indicator of the health of overall economy and everything. You know, that business, we've won a lot of accounts over the years. The sales cycle there is pretty long, though, so you could be 12 to 36 months on a sales cycle, and then when the accounts come on, as we've talked about in the past, is you'll get a bunch of revenue all at once, and it kind of works itself out, okay?

We'll take one more question, Gigi. Thanks, Mike.

Thank you. One moment. Our next question comes from the line of Josh Shanker from Bank of America.

Yeah, thank you for fitting me in the end. Good morning, everybody. Obviously, no one likes to see their share price going down. You have a million, a billion and a half dollar buyback authorization and their decision to whether to put capital to work and buy back your own stock or to buy And there's an arbitrage there. By authorizing the buyback, are you saying that you think that the value of Brown and Brown shares right now is more attractive than doing the tuck-ins? It seems like it should be one or the other. Doing both may not be the best use of capital. How should we think about that?

The answer to the question... is this. We constantly and consistently evaluate the intrinsic value of our stock, and we look at what we believe is the best value overall long-term for all parties involved. So we will continue to evaluate that, and if we see or feel that there's an appropriate value at which we think we should buy shares, then we'll consider that. But the board has given us the ability to invest as we see fit, and we feel good about that.

Is there a math that works that makes both buybacks and M&A equally attractive simultaneously, or is there one is preferred over the other depending on valuations?

Well, let me put it this way. I'm not trying to be evasive, Josh, but if we told you that, then we would be releasing our secret. And so the answer is we will continue to evaluate both. And if we think both work at the time, we will do that. Or if one is better than the other, we will do that. But please, let's make sure that we don't lose sight of the fact that when we buy businesses, it's about cultural fit and making sense financially. And so having said that, we understand the math between share repurchases and businesses that are ongoing revenue streams with earnings. So we look at all of that.

Yeah, Josh, as we talked about, we have a very, very rigorous and disciplined approach on how we allocate capital. So we don't share all the details when we do it, but we get into a lot of detail when we look at all of the deployment options.

We like to have options. Yeah. Okay. Thank you very much. Thanks, Josh. Thank you. Appreciate it. Okay. All right.

Thank you. At this time, I would now like to turn the conference back over to Powell Brown for closing remarks.

Thanks, Gigi, and thanks for joining us today. A couple of final comments. You know, I think that we had a really good quarter. uh albeit we had retail in terms of with the modification that we outlined we're top line numbers our contingents were good our margins were great our cash flow conversion was very good and most importantly in all of that uh we're the integration is going really well and so i can't stress enough the importance of the cultural fit with the teammates that have joined. We are excited with 23,000-plus teammates now globally and the capabilities and the resources that we can bring to our customers. Hope you all have a wonderful day, and we look forward to talking to you after the next quarter. Good day and good luck. Goodbye.

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.