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•Our business or reputation could be harmed by our reliance on third-party providers.
The 10-K against last year's
202 changes: 22 added, 46 removed, 133 reworded, 1 quiet changes
10-K 0001628280-26-008662 (2026-02-17) vs 10-K 0000950170-25-021775 (2025-02-18)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 322 words changed in this paragraph; it is 32% similar to last year's version.
Source: Item 7, 10-K 0001628280-26-008662 vs Item 7, 10-K 0000950170-25-021775
Risk Factors 318 words changed in this paragraph; it is 42% similar to last year's version.
We operate in various jurisdictions and are subject to changes in applicable tax laws, treaties, or regulations in those jurisdictions. A material change in the tax laws, treaties, or regulations, or their interpretation, of any jurisdiction with which we do business, or in which we have significant operations, could adversely affect us. For example, in the OECD Organization for Economic Cooperation and Development (which we refer to as the OECD) continues to issue reports and recommendations as part of its Base Erosion and Profit Shifting project (which we refer to as BEPS) and in 2021, it announced that 136 countries and tax jurisdictions agreed to implement a new Pillar 2 approach to international taxation. Pillar 1 exempts regulated financial institutions and we believe we qualify for such exemption. Pillar 2 will establish a global minimum tax rate of 15%, such that multinational enterprises with an effective tax rate in a jurisdiction below this minimum rate will need to pay additional tax, which could be collected by the parent company’s tax authorities if that parent country adopts Pillar 2 or by those in other countries, depending on whether and how each country implements the OECD’s approach in its tax treaties and domestic tax legislation. The first detailed draft rules under that approach were published in December 2021. The new approach came into effect in 2023 in certain jurisdictions, and different countries have implemented the necessary rules in different ways, through their individual agreement to tax treaty changes and through changes to their own domestic tax laws. Many countries in which we do business have adopted, or are expected to adopt, these rules which will change various aspects of the existing framework under which our tax obligations are determined. For example, the U.K., the majority of the EU, Canada, Australia and New Zealand have now adopted nearly all aspects of these rules with limited variation from the OECD model rules. Other jurisdictions in which we do business are also reacting to these efforts; for example, Bermuda enacted a corporate tax regime for the first time in 2023, which has become effective starting 2025. We anticipate further significant developments across several jurisdictions in which we operate in 2025 and 2026. Depending on how the jurisdictions in which we operate, and those in which we and our subsidiaries are based, choose to implement the OECD’s approach in their tax treaties and domestic tax laws, particularly if the U.S. does not adopt Pillar 2, we could be adversely affected due to our income being taxed at higher effective rates, once these new rules come into force.
Source: Item 1A, 10-K 0001628280-26-008662 vs Item 1A, 10-K 0000950170-25-021775
Accounting Policies 128 words changed in this paragraph; it is 61% similar to last year's version.
Our tax rate reflects the statutory tax rates applicable to our taxable earnings and tax planning in the various jurisdictions in which we operate. Significant judgment is required in determining the annual effective tax rate and in evaluating uncertain tax positions. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in our tax return. We evaluate our tax positions using a two-step process. The first step involves recognition. We determine whether it is more likely than not that a tax position will be sustained upon tax examination based solely on the technical merits of the position. The technical merits of a tax position are derived from both statutory and judicial authority (legislation and statutes, legislative intent, regulations, rulings and case law) and their applicability to the facts and circumstances of the position. If a tax position does not meet the “more likely than not” recognition threshold, we do not recognize the benefit of that position in the financial statements. The second step is measurement. A tax position that meets the “more likely than not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that has a likelihood of greater than 50% of being realized upon ultimate resolution with a taxing authority.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001628280-26-008662 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000950170-25-021775
Legal Proceedings 43 words changed in this paragraph; it is 83% similar to last year's version.
Operating Lease Obligations - Our corporate segment’s executive offices and certain subsidiary and branch facilities of our brokerage and risk management segments are located in a building we own at 2850 Golf Road, Rolling Meadows, Illinois, where we have approximately 360,000 square feet of space and can accommodate approximately 2,000 employees. Relating to the development of our corporate headquarters, we expect to receive property tax related credits under a tax-increment financing note from Rolling Meadows and an Illinois state Economic Development for a Growing Economy (which we refer to as EDGE) tax credit. Incentives from these two programs could total between $50.0 million and $80.0 million over a fifteen‑year period. We have earned approximately $62.6 million of EDGE credits from Since inception in 2017 through December 31, 2024. 2025, we have earned approximately $75 million of Edge credits, with fiscal year 2025 representing the final year of EDGE credit generation.
Source: Item 3, via Note 15 – Commitments, Contingencies and Off-Balance Sheet Arrangements, 10-K 0001628280-26-008662 vs Item 3, via Note 15 – Commitments, Contingencies and Off-Balance Sheet Arrangements, 10-K 0000950170-25-021775
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of AJG's Risk Factors and MD&A, 10-K 2026-02-17 against 10-K 2025-02-18. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
The increasing adoption of AI technologies by cyber threat actors presents a significant and evolving risk to our company. These actors may leverage AI to develop more sophisticated and targeted cyberattacks, including advanced phishing schemes, malware, and data exfiltration techniques, which could compromise our controls and systems, client data, and proprietary information. Such incidents could result in operational disruptions, financial losses, reputational damage, regulatory scrutiny, and potential legal liabilities. As the capabilities of AI-driven threats continue to advance, the complexity and scale of cyber risks we face may increase, necessitating ongoing investment in robust cybersecurity measures and threat mitigation strategies.
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Our business or reputation could be harmed by our reliance on third-party providers.
AddedRisk Factors
While we maintain some of our critical information technology systems, we are dependent on third-party providers of information technology systems and services, as well as other non-IT services, to meet the needs of our business and our clients around the world. As we do not fully control the actions of these third parties, we are subject to the risk that their decisions, actions, or inactions may adversely impact us, and replacing these service providers could create significant delay and expense. There is a risk that our third-party providers could engage in business practices that are prohibited by our internal policies or violate applicable laws and regulations. A failure by third parties to comply with service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during periods of our peak demand for their services, could result in economic and reputational harm to us. These third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee or company information, could cause harm to our business and reputation. An interruption in or the cessation of service by any service provider as a result of systems failures, cybersecurity incidents, capacity constraints, financial difficulties, or for any other reason could disrupt our operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients or employees, damage to our reputation, and harm to our business. See also “Business disruptions could have a material adverse effect on our operations, damage our reputation and impact client relationships.”
AddedRisk Factors
Many countries in which we do business have adopted, or are expected to adopt, these rules which will change various aspects of the existing framework under which our tax obligations are determined. For example, the U.K., the majority of the E.U., Canada, Australia and New Zealand have now adopted nearly all aspects of these rules with limited variation from the OECD model rules. Other jurisdictions in which we do business also reacted to these efforts; for example, Bermuda enacted a corporate tax regime for the first time in 2023, which became effective in 2025.
AddedRisk Factors
On January 5, 2026, OECD released additional administrative guidance on the application of Pillar 2 global minimum tax rules, which are designed to ensure that large multinational enterprise (MNE) groups are subject to a minimum effective tax rate of 15% in each jurisdiction in which they operate. This guidance introduces a package of new and expanded safe harbors and simplification measures, including a “side-by-side” safe harbor regime applicable to certain U.S.-parent MNE groups, extensions and modifications to existing transitional safe harbors, and additional rules addressing the treatment of tax incentives and effective tax rate calculations. The most significant element of this guidance is the “side-by-side” safe harbor which is intended to coordinate the Pillar 2 global minimum tax regime with certain domestic minimum tax systems, including those in the U.S. Subject to eligibility requirements and elections, this safe harbor may substantially reduce or eliminate the application of Pillar 2 “top-up taxes,” including the Income Inclusion Rule and Undertaxed Profits Rule for affected MNE groups for fiscal years beginning on or after January 1, 2026. These developments, once enacted into domestic law by Pillar 2 adopters, have the potential to significantly de-risk Pillar 2 exposure for U.S. multinationals like Gallagher. Whether those enactments take effect in 2026 or later, they will need to be monitored and anticipated top-ups adjusted to reflect those enactment dates. Regardless of the adoption of this new guidance, the domestic minimum top-up aspect of Pillar 2 (referred to as “QDMTT”) and its related compliance aspects will remain for all multinationals that operate in jurisdictions that have enacted it.
AddedRisk Factors
We anticipate further significant developments across several jurisdictions in which we operate in 2026 and 2027. Should the jurisdictions in which we operate, and those in which we and our subsidiaries are based, choose not to implement the OECD’s January 2026 guidance in their tax treaties and domestic tax laws, particularly if the U.S. does not adopt Pillar 2, although we do not anticipate a material financial impact, we could be adversely affected by a top-up.
AddedRisk Factors
implement sanctions laws and may not restrict trade with parties designated as sanctions targets under U.S., U.K. or E.U. laws.
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AddedRisk Factors
In addition, climate change and sustainability issues remain a significant focus for investors, clients and other business partners, while regulatory approaches across jurisdictions continue to vary widely. Some jurisdictions, such as the U.K., Australia and the State of California, are intensifying regulation and enforcement with respect to climate-related disclosures, where others are moving towards deregulation – for example, at the U.S. federal level the SEC abandoned the defense of the climate-related disclosures rule and the E.U. approved the Omnibus I directive that reduced significantly the entities subject to, and the requirements of, the Corporate Sustainability Reporting Directive (which we refer to as CSRD) and the Corporate Sustainability Due Diligence Directive (which we refer to as CSDDD). In addition, the State of Texas recently issued an opinion on the legality of corporate DEI programs taking the position that such programs are potentially unlawful under certain circumstances. Navigating these inconsistent and evolving rules may demand substantial effort and resources, potentially diverting management’s attention. Failure to effectively navigate these complexities could harm our reputation and strain relationships with regulators, investors, clients, and other business partners, which may adversely affect our business, operating results and financial condition.
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We believe that the primary factors determining our competitive position with other organizations in our industry are the quality of the services we render, offer, our data analytics capabilities, the personalized attention we provide, the individual and corporate expertise of the brokers and consultants providing the actual service to the client, our ability to address client needs across the insurance value chain by leveraging our capabilities in insurance, reinsurance, alternative risk transfer, management and administrative services, benefits consulting, and claims management, and our ability to help our clients manage their overall risk exposure and insurance or reinsurance costs.
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Data Protection Act and the EU European Union General Data Protection Regulation (GDPR) (which we refer to as GDPR), up to $20,000 per violation under the Colorado Privacy Act (which we refer to as CPA), and up to $7,500 per intentional violation under the California Consumer Privacy Act (CCPA). (which we refer to as CCPA).
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Global economic and geopolitical events, including fluctuations in interest, inflation and exchange rates, geo-economic fragmentation and protectionism resulting in greater restrictions on international trade and market uncertainty, tariffs, trade wars and other governmental actions affecting the flow of goods, services or currency, the armed conflicts in Ukraine military actions and war, including between Russia and Ukraine, the Middle East, Latin America and the Caribbean, political crises like potential U.S. governmental shutdowns or gridlock over increasing the U.S. debt ceiling, shutdowns, and political violence and instability worldwide could also weigh negatively on the economy.
RewordedRisk Factors
In addition, our increased reliance on technologies that support remote and hybrid work and our employees’ more frequent use of personal devices and non-standard business processing as well as the increasing prevalence of sophisticated cyber-attacks using AI, such as “deep fakes,” may increase the risk of cybersecurity or data breaches from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks (including digital or telephonic impersonation), computer viruses, ransomware, malware, malicious or destructive code, employee or insider error, malfeasance, social engineering, physical breaches or other actions.
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This could potentially render such models inadequate or flawed, leading to outputs surfacing third-party intellectual property or that contain information that is biased, unethical, discriminatory, incomplete, inaccurate, misleading or poor-quality that could negatively impacting impact the effectiveness of the technology or our services.
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Such non-compliance could lead to private rights of action or regulatory enforcement actions or investigations if our practices are processing of personal data is deemed deceptive, unfair, or misrepresentative of our actual practices. published privacy notices or otherwise non-compliant with privacy regulation.
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Bribery Act) Act), risks relating to ensuring compliance with licensing and regulatory requirements, tax and accounting issues, the risk that an acquisition distracts management and personnel from our existing business, and integration difficulties relating to accounting, information technology (which we refer to as IT), pay equity, or human resources, some or all of which could have an adverse effect on our results of operations and growth.
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Certain states like Minnesota, North Dakota Dakota, Oklahoma and Oklahoma Wyoming have implemented rules that would prevent employers from entering into non-competes with employees, while California has broadened the scope of its longstanding restrictions on non-competes and the Federal Trade Commission (FTC) has continued defending its non-compete ban in federal courts. non-competes.
RewordedRisk Factors
Nonetheless, we cannot eliminate the risk of human error, malfeasance or highly sophisticated cyber-attacks, which are heightened as a result of the armed conflicts in Ukraine military actions and in war, including between Russia and Ukraine, the Middle East East, Latin America and the Caribbean, or other cybersecurity incidents.
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Violations by us or our third party representatives could result in significant internal investigation costs and legal fees, civil and criminal penalties, including prohibitions on the conduct of our business, and reputational damage if we violate sanctions laws of the U.S., the EU, the U.K. or other jurisdictions in which we operate. harm.
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While we endeavor to design and implement technologies, controls, policies and procedures to identify such incidents as quickly as possible, any response would could take substantial time, and there may be extensive delays before we obtain full and reliable information.
AddedMD&A
On April 10, 2025, we acquired all of the issued and outstanding stock of Woodruff-Sawyer & Co. (which we refer to as Woodruff Sawyer) for consideration of $1.2 billion. We funded the transaction using cash on hand. Woodruff Sawyer provides a full suite of commercial property/casualty products, employee benefits solutions and risk management services with a focus on middle and large market clients. Immediately prior to closing, Woodruff Sawyer had over 600 employees serving clients through 14 U.S. offices and one U.K. office.
AddedMD&A
We expect that our history of strong new business generation, solid retentions and enhanced value-added services for our carrier partners should all result in further organic growth opportunities around the world. Our professionals can demonstrate their expertise and high-quality, value-added capabilities by strengthening our clients’ insurance portfolios and delivering insurance and risk management solutions within our clients’ budget.
AddedMD&A
◦Benefit plan related, which represents the impact of adjustments in 2025 related to costs associated with the termination of the Gallagher U.S. defined pension plan and other benefit plan changes.
AddedMD&A
Q1 Q2 Q3 Q4 Full Year 2025 Reported supplemental revenues $114 $103 $117 $132 $466 Reported contingent revenues 93 73 75 83 324 Reported supplemental and contingent revenues $207 $176 $192 $215 $790 2024 Reported supplemental revenues $94 $89 $79 $97 $359 Reported contingent revenues 86 60 69 53 268 Reported supplemental and contingent revenues $180 $149 $148 $150 $627
AddedMD&A
Significant Future Income Tax Law Changes - On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The application of the OBBBA does not have a material impact on our financial statements for 2025.
AddedMD&A
The Organization for Economic Cooperation and Development continues to issue reports and recommendations as part of its Base Erosion and Profit Shifting project in 2021, it announced that 136 countries and tax jurisdictions agreed to implement a new Pillar 2 approach to international taxation. Pillar 1 exempts regulated financial institutions, and we believe we qualify for such exemption.
AddedMD&A
Many countries in which we do business have adopted, or are expected to adopt, these rules which will change various aspects of the existing framework under which our tax obligations are determined. For example, the U.K., the majority of the E.U., Canada, Australia and New Zealand have now adopted nearly all aspects of these rules with limited variation
AddedMD&A
from the OECD model rules. Other jurisdictions in which we do business also reacted to these efforts; for example, Bermuda enacted a corporate tax regime for the first time in 2023, which became effective in 2025.
AddedMD&A
On January 5, 2026, OECD released additional administrative guidance on the application of Pillar 2 global minimum tax rules, which are designed to ensure that large multinational enterprise (MNE) groups are subject to a minimum effective tax rate of 15% in each jurisdiction in which they operate. This guidance introduces a package of new and expanded safe harbors and simplification measures, including a “side-by-side” safe harbor regime applicable to certain U.S.-parent MNE groups, extensions and modifications to existing transitional safe harbors, and additional rules addressing the treatment of tax incentives and effective tax rate calculations. The most significant element of this guidance is the “side-by-side” safe harbor which is intended to coordinate the Pillar 2 global minimum tax regime with certain domestic minimum tax systems, including those in the U.S. Subject to eligibility requirements and elections, this safe harbor may substantially reduce or eliminate the application of Pillar 2 “top-up taxes,” including the Income Inclusion Rule and Undertaxed Profits Rule for affected MNE groups for fiscal years beginning on or after January 1, 2026. These developments, once actually enacted into domestic law by Pillar 2 adopters, significantly de-risk Pillar 2 exposure for US multinationals like Gallagher. Whether those enactments take effect from 2026 or later will need to be monitored and anticipated top-ups adjusted to reflect those enactment dates. Regardless of adoption of this new guidance, the domestic minimum top-up aspect of Pillar 2 (referred to as “QDMTT”) and its related compliance aspects will remain for all multi-nationals that operate in jurisdictions that have enacted it.
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We anticipate further significant developments across several jurisdictions in which we operate in 2026 and 2027. Should the jurisdictions in which we operate, and those in which we and our subsidiaries are based, choose not to implement the OECD’s January 2026 guidance in their domestic tax laws, we could be adversely affected by a top-up. We do not currently anticipate that amount would be material relative to our overall financial statements.
AddedMD&A
(4)Adjustments in 2025 include costs associated with the termination of the Gallagher U.S defined pension plan and other benefit plan changes.
AddedMD&A
On April 10, 2025, we acquired all of the issued and outstanding stock of Woodruff Sawyer for a gross consideration of $1.2 billion. We funded the transaction using cash on hand. Total expected expense to integrate Woodruff Sawyer into our operations is approximately $150 million over three years.
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Statement of Earnings 2025 2024 2023 Change Commissions $6,693.8 $5,865.0 $ 828.8 8,024 $ 6,694 $ 1,330 Fees 2,192.6 1,885.0 307.6 2,646 2,193 453 Supplemental revenues 359.4 314.2 45.2 466 359 107 Contingent revenues 267.6 235.3 32.3 324 268 56 Interest income, premium finance revenues and other income 420.4 337.7 82.7 732 420 312 Total revenues 9,933.8 8,637.2 1,296.6 12,192 9,934 2,258 Compensation 5,501.4 4,769.1 732.3 6,660 5,502 1,158 Operating 1,363.4 1,272.3 91.1 1,676 1,363 313 Depreciation 133.1 124.4 8.7 159 133 26 Amortization 651.0 523.6 127.4 894 651 243 Change in estimated acquisition earnout 25.6 376.8 (351.2) payables 44 26 18 Total expenses 7,674.5 7,066.2 608.3 9,433 7,675 1,758 Earnings before income taxes 2,259.3 1,571.0 688.3 2,759 2,259 500 Provision for income taxes 573.6 401.6 172.0 707 573 134 Net earnings 1,685.7 1,169.4 516.3 2,052 1,686 366 Net earnings attributable to noncontrolling 7.7 6.3 1.4 interests 9 8 1 Net earnings attributable to controlling interests $1,678.0 $1,163.1 $ 514.9 2,043 $ 1,678 $ 365 Diluted net earnings per share $7.46 $5.30 $ 2.16 7.85 $ 7.46 $ 0.39 Other Information Change in diluted net earnings per share 41% (5 5 % 41 % Growth in revenues 15% 18 23 % 15 % Organic change in commissions and fees 7% 9 6 % 7 % Compensation expense ratio 55% 55 % 55 % Operating expense ratio 14% 15 14 % 14 % Effective income tax rate 25% 26 % 25 % Workforce at end of period (includes acquisitions) 55,561 42,091 39,337 acquisitions) Identifiable assets at December 31 $46,439.2 $47,446.1 $ 51,545 $ 46,439
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Statement of Earnings 2025 2024 2023 Change Fees $1,414.0 $1,259.7 $ 154.3 1,549 $ 1,414 $ 135 Interest income and other income 36.5 27.9 8.6 36 37 (1) Revenues before reimbursements 1,450.5 1,287.6 162.9 1,585 1,451 134 Reimbursements 154.3 145.4 8.9 164 154 10 Total revenues 1,604.8 1,433.0 171.8 1,749 1,605 144 Compensation 882.4 776.8 105.6 974 882 92 Operating 278.7 257.4 21.3 298 279 19 Reimbursements 154.3 145.4 8.9 164 154 10 Depreciation 37.6 35.9 1.7 40 38 2 Amortization 13.8 7.7 6.1 22 14 8 Change in estimated acquisition earnout payables 0.4 0.5 (0.1) 2 — 2 Total expenses 1,367.2 1,223.7 143.5 1,500 1,367 133 Earnings before income taxes 237.6 209.3 28.3 249 238 11 Provision for income taxes 63.1 55.3 7.8 66 63 3 Net earnings 174.5 154.0 20.5 183 175 8 Net earnings attributable to noncontrolling interests — — — interests Net earnings attributable to controlling interests $174.5 $154.0 $ 20.5 183 $ 175 $ 8 Diluted earnings per share $0.78 $0.70 $ 0.08 0.70 $ 0.78 $ (0.08) Other information Change in diluted earnings per share 11% 30% (10) % 11 % Growth in revenues (before reimbursements) 13% 18% 9 % 13 % Organic change in fees (before reimbursements) 8% 16% 6 % 8 % Compensation expense ratio 61% 60% (before reimbursements) 61 % 61 % Operating expense ratio (before reimbursements) 19% 20% 19 % 19 % Effective income tax rate 27% 26% 26 % 27 % Workforce at end of period 10,339 9,747 (includes acquisitions) 10,889 10,339 Identifiable assets at December 31 $1,661.7 $1,649.3 $ 2,274 $ 1,662
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Year 2025 Year 2024 Year 2023 Change Reported Adjusted Reported Adjusted Reported Adjusted GAAP Non-GAAP GAAP Non-GAAP GAAP Non-GAAP (In millions, except per share data) Brokerage Segment Revenues $9,933.8 $9,883.6 $8,637.2 $8,631.1 15% 15% $12,192 $12,168 $9,934 $9,941 23% 22% Organic revenues $8,860.6 $8,244.7 7.5% $9,786 $9,215 6% Net earnings $1,685.7 $1,169.4 44% $2,052 $1,686 22% Net earnings margin 16.8% 17.0% 13.5% +343 - 14 bpts Adjusted EBITDAC $3,475.1 $2,952.8 18% $4,446 $3,488 27% Adjusted EBITDAC margin 35.2% 34.2% +95 36.5% 35.1% + 145 bpts Diluted net earnings per share $7.85 $12.10 $7.46 $10.84 $5.30 $9.33 41% 16% $10.85 5% 12% Risk Management Segment Revenues before reimbursements $1,450.5 $1,450.4 $1,287.6 $1,286.2 13% 13% $1,585 $1,583 $1,451 $1,450 9% 9% Organic revenues $1,355.8 $1,254.2 8.1% $1,489 $1,404 6% Net earnings $174.5 $154.0 13% $183 $175 5% Net earnings margin 12.0% 12.0% +7 bpts (before reimbursements) 11.6% 12.1% - 51 bpts Adjusted EBITDAC $299.7 $257.4 16% $336 $300 12% Adjusted EBITDAC margin 20.7% 20.0% +65 bpts (before reimbursements) 21.2% 20.7% + 54 bpts Diluted net earnings per share $0.70 $0.83 $0.78 $0.86 $0.70 $0.74 11% 16% (10)% (3)% Corporate Segment Diluted net loss per share $(2.81) $(2.24) $(1.74) $(1.61) $(1.58) $(1.37) Total Company Diluted net earnings per share $5.74 $10.69 $6.50 $10.09 $4.42 $8.70 47% 16% $10.10 (12)% 6% Total Brokerage and Risk Management Segment Diluted net earnings per share $8.55 $12.93 $8.24 $11.70 $6.00 $10.07 37% 16% $11.71 4% 10%
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Year Ended December 31, 2025 2024 2023 Change Base Commissions and Fees Commission and fees, as reported $ 8,886.4 10,670 $ 7,750.0 14.7% 8,887 20% Less commission and fee revenues from acquisitions (618.2) — Less acquisitions, divested operations — (57.9) and other (1,598) (351) Levelized foreign currency translation — 5.2 48 Organic base commission and fees $ 8,268.2 9,072 $ 7,697.3 7.4% 8,584 6% Supplemental revenues Supplemental revenues, as reported $ 359.4 466 $ 314.2 14.4% 359 30% Less supplemental revenues from acquisitions (9.4) acquisitions, divested operations and other (33) — Levelized foreign currency translation — 1.1 3 Organic supplemental revenues $ 350.0 433 $ 315.3 11.0% 362 20% Contingent revenues Contingent revenues, as reported $ 267.6 324 $ 235.3 13.7% 268 21% Less contingent revenues from acquisitions (25.2) — Less acquisitions, divested operations and other (43) — (3.0) Levelized foreign currency translation — (0.2) 1 Organic contingent revenues $ 242.4 281 $ 232.1 4.4% 269 5% Total reported commissions, fees, supplemental $ 9,513.4 $ 8,299.5 14.6% revenues and contingent revenues $ 11,460 $ 9,514 20% Less commissions, fees, supplemental revenues (652.8) — and contingent revenues from acquisitions Less acquisitions, divested operations — (60.9) and other (1,674) (351) Levelized foreign currency translation — 6.1 52 Total organic commissions, fees supplemental $ 8,860.6 $ 8,244.7 7.5% revenues and contingent revenues $ 9,786 $ 9,215 6%
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Change in interest expense related to: 2025 / 2024 / 2023 Interest on borrowings from our Credit Agreement $(8.1) $ 4 Interest on the maturity of the Series H notes (12.4) (2) Interest on the maturity of the Series E O notes (0.3) Interest on the maturity of the Series N notes (4.1) Interest on the maturity of the Series CC notes (1.6) (4) Interest on the maturity of the Series HH notes (4.1) (1) Interest on the $950.0 $1,000 million senior notes funded 9.2 on March 2, 2023 February 15, 2024 7 Interest on the $1,000.0 $5,000 million senior notes funded 56.4 on November 2, 2023 Interest on the $1,000.0 million senior notes funded 49.8 on February 15, 2024 Interest on the $5,000.0 million senior notes funded 9.2 on December 19, 2024 Amortization of hedge gains (9.4) 254 Net change in interest expense $84.6 $ 258
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The $105.6 $1,158 million increase in compensation expense in 2024 2025 compared to 2023 2024 was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended December 31, 2025 - $875 million, increases in base compensation to service and support organic growth and higher employee benefit costs costs, partially offset by decreased incentive compensation - $73.2 $165 million in the aggregate, compensation associated with the acquisitions completed in the twelve month period ended December 31, 2024 - $29.6 million, increases in workforce and lease termination related charges - $2.4 million and $63 million, acquisition integration related costs - $0.6 ‑ $28 million, partially offset by reduced and acquisition earnout related adjustments - $0.2 $27 million.
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The increase decrease in cash provided by operating activities during 2024 2025 compared to the same period in 2023 2024 was primarily due to growth an increase in our core broking and risk management operations payments on acquisition earnouts in excess of original estimates (primarily related to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations) and timing differences between periods with cash receipts and disbursements related to accounts receivables and accrued compensation and other current liabilities liabilities, partially offset by the growth in 2025 compared to 2023. 2024 in our reported net earnings, adjusted for non-cash items (i.e., EBITDAC).
RewordedMD&A
The $91.1 $19 million increase in operating expense in 2024 2025 compared to 2023, 2024 was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended December 31, 2024 - $78.9 $9 million, underlying inflation of travel and entertainment costs and additional investments in technology - $22.1 million, increases in workforce related charges - $3.4 million, partially offset by reduced acquisition integration costs - $13.3 million. $5 million, additional investments in technology, partially offset by lesser client-related expenses - $5 million in the aggregate.
RewordedMD&A
The $91.1 $313 million increase in operating expense in 2024 2025 compared to 2023, 2024, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended December 31, 2024 2025 - $78.9 $233 million, underlying inflation of travel and entertainment costs and additional investments in technology - $22.1 million, increases in workforce related charges - $3.4 million, technology, partially offset by reduced lesser real estate costs - $39 million in the aggregate, acquisition integration costs - $13.3 $38 million, and workforce and lease termination related charges - $3 million.
RewordedMD&A
The $105.6 $92 million increase in compensation expense in 2024 2025 compared to 2023 2024 was primarily due to increases in base and incentive compensation to service and support organic growth and higher as well as employee benefit costs - $73.2 $43 million in the aggregate, compensation associated with the acquisitions completed in the twelve month twelve-month period ended December 31, 2024 2025 - $29.6 $39 million, increases in workforce and lease termination related charges - $2.4 million $5 million, acquisition earnout related adjustments - $4 million, and acquisition integration related costs - $0.6 million, partially offset by reduced acquisition earnout related adjustments - $0.2 $1 million.
RewordedMD&A
Adjustments primarily relate to our acquisition acquisitions of Willis Re, which closed in fourth quarter 2021, Buck, which closed in second quarter 2023, the acquisitions of Cadence Insurance, Eastern Insurance and My Plan Manager, Insurance, all of which closed in fourth quarter 2023, as well as Woodruff Sawyer and the pending acquisition of AssuredPartners. AssuredPartners, which closed in April 2025 and August 2025, respectively.
RewordedMD&A