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Business Combinations
 9 Months Ended
Sep. 30, 2026
Business Combination [Abstract]  
Business Combinations Business Combinations
During the nine-month period ended September 30, 2026, we acquired substantially all of the ownership interest or net assets, as applicable, of the following firms in exchange for our common stock and/or cash. These acquisitions have been accounted for using the acquisition method for recording business combinations (in millions, except share data):
Name and Effective
Date of Acquisition		Common
Shares
Issued		Common
Shares
Value		Cash PaidAccrued
Liability		Escrow
Deposited		Recorded
Earnout
Payable		Total
Recorded
Purchase
Price		Maximum
Potential
Earnout
Payable
(000s)
Krose GmbH & Co KG
   February 25, 2026 (KGC)
66.0$15 $203 $2 $— $— $220 $— 
McKee Risk Management, Inc.
   May 1, 2026 (MRM)
—— 135 — 5 6 146 30 
W.N. Tuscano Agency, Inc.
   July 1, 2026 (WNT)
—— 99 — 3 9 111 32 
Wilson M. Beck Insurance
   Services, Inc.
     July 1, 2026 (WMB)
—— 292 2 2 17 313 61 
Apollo Insurance Solutions Ltd.
   August 1, 2026 (APO)
—— 95 1 6 36 138 50 
 Sixteen other acquisitions completed in 2026
—— 249 6 15 49 319 89 
66.0$15 $1,073 $11 $31 $117 $1,247 $262 
Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the applicable acquisition or on the days when the shares are issued, if purchase consideration is deferred. We record escrow deposits that are returned to us as a result of adjustments to net assets acquired as reductions of goodwill when the escrows are settled. The maximum potential earnout payables disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. We will record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our consolidated statement of earnings when incurred.
The fair value of these earnout obligations is generally based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement (discounted cash flow method of the income approach). In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. Revenue growth rates generally ranged from 3.0% to 15.0% for our 2026 acquisitions. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. We then discounted these payments to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entity to achieve the targets. The discount rate was 7.0% to 9.0% for all of our 2026 acquisitions. In some instances, the fair value of these earnout obligations can be based on other valuation methods including the Black-Scholes Option Pricing Method or Monte Carlo Simulation method. Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations.
During the three-month periods ended September 30, 2026 and 2025, we recognized $9 million and $12 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During the nine-month periods ended September 30, 2026 and 2025, we recognized $33 million and $36 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. In addition, during the three-month periods ended September 30, 2026 and 2025, we recognized $7 million and $17 million of expense related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 30 and 41 acquisitions, respectively. In addition, during the nine-month periods ended September 30, 2026 and 2025, we recognized $6 million and $3 million of expense related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 94 and 82 acquisitions, respectively. The aggregate amount of maximum earnout obligations related to acquisitions was $1,360 million as of September 30, 2026, of which $590 million was recorded in the consolidated balance sheet as of September 30, 2026, based on the estimated fair value of the expected future payments to be made, of which approximately $459 million can be settled in cash or stock at our option and $131 million must be settled in cash.
The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in the nine-month period ended September 30, 2026 (in millions):
KGCMRMWNTWMBAPO
Sixteen Other
Acquisitions
Total
Cash and cash equivalents$4 $4 $10 $11 $19 $5 $53 
Fiduciary assets6 32 18 45 6 200 307 
Other current assets1 5 4 9 2 25 46 
Fixed assets3 — — 5 — — 8 
Noncurrent assets2 2 2 4 1 3 14 
Goodwill102 64 50 189 81 180 666 
Expiration lists120 77 53 136 57 158 601 
Non-compete agreements1 — — 1 — 3 5 
Trade names— — — 1 — — 1 
Total assets acquired239 184 137 401 166 574 1,701 
Fiduciary liabilities6 32 18 45 6 200 307 
Current liabilities10 4 7 4 2 7 34 
Noncurrent liabilities3 2 1 39 20 48 113 
Total liabilities assumed19 38 26 88 28 255 454 
Total net assets acquired$220 $146 $111 $313 $138 $319 $1,247 
Among other things, these acquisitions allow us to expand into desirable geographic locations, further extend our presence in the third-party claims administration, retail and wholesale insurance and reinsurance brokerage markets and increase the volume of general services currently provided. The excess of the purchase price over the estimated fair value of the tangible net assets acquired at the acquisition date was allocated to goodwill, expiration lists, non-compete agreements and trade names in the amounts of $666 million, $601 million, $5 million and $1 million, respectively, within the brokerage and risk management segments.
Provisional estimates of fair value are established at the time of each acquisition and are subsequently reviewed and finalized within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. During this period, we may use independent third-party valuation specialists to assist us in finalizing the fair value of assets acquired and liabilities assumed. Fair value adjustments, if any, are most common to the values established for amortizable intangible assets, including expiration lists, non‑compete agreements and trade names, as well as for acquired software, and earnout liabilities, with the offset to goodwill, net of any income tax effect. On August 18, 2025, we acquired all of the issued and outstanding stock of Dolphin TopCo, Inc., the holding company of AssuredPartners for gross consideration of $13.8 billion. AssuredPartners was a leading U.S. insurance broker with client capabilities across commercial property/casualty, specialty, employee benefits and personal lines and had over 10,900 employees serving through offices located across the U.S., U.K. and Ireland. For details on AssuredPartners, please refer to Note 3 in our Annual Report on Form 10-K for the year ended December 31, 2025. In second quarter 2026, we finalized the valuation of certain acquired identifiable intangible assets and the allocation of the purchase price for AssuredPartners. Accordingly, the goodwill recorded as of June 30, 2026 has also been finalized. Provisional estimates of fair value were used by us to initially record the acquisition of AssuredPartners as of the August 18, 2025 acquisition date. We used independent third party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed for this transaction. Based on the work performed, in the three-month period ended March 31, 2026, we made provisional adjustments to the amounts initially recorded for expiration lists and trade names. As a result of these adjustments, the amount allocated to expiration lists decreased by $222 million and the amount allocated to trade names increased by $2 million. These non-cash adjustments resulted in a net increase to goodwill of $220 million. The reason for the lower value allocated to expiration lists is due to receipt of additional information regarding average customer lives. The provisional fair value estimates that were used as of March 31, 2026 were subsequently reviewed in second quarter 2026, and based on the results of the final valuation we completed, no additional changes were made.
The fair value of the tangible assets and liabilities for each applicable acquisition at the acquisition date approximated their carrying values. In general, the fair value of expiration lists was established using the excess earnings method, which is an income approach based on estimated financial projections developed by management for each acquired entity using market participant assumptions. Revenue growth was 3.0% and attrition rates generally ranged from 5.0% to 12.0%, respectively, for our 2025 acquisitions for which valuations were performed in 2026. We estimate the fair value as the present value of the benefits anticipated from ownership of the subject expiration list in excess of returns required on the investment in contributory assets necessary to realize those benefits. The rate used to discount the net benefits was based on a risk-
adjusted rate that takes into consideration market-based rates of return and reflects the risk of the asset relative to the acquired business. The discount rates generally ranged from 9.0% to 12.0% for our 2025 acquisitions for which valuations were performed in 2026. The fair value of non-compete agreements was established using the profit differential method, which is an income approach based on estimated financial projections developed by management for the acquired company using market participant assumptions and various non-compete scenarios.
Expiration lists, non-compete agreements and trade names related to our acquisitions are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We review all of our identifiable intangible assets for impairment periodically (at least annually) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing identifiable intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2026, we wrote off $7 million and $29 million, respectively, of amortizable assets related to the brokerage segment. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2025, we wrote off $2 million and $43 million, respectively, of amortizable assets related to the brokerage segment.
Of the $601 million of expiration lists, $5 million of non-compete agreements and $1 million of trade names related to our acquisitions made during the nine-month period ended September 30, 2026, $286 million, $5 million and $1 million, respectively, are not expected to be deductible for income tax purposes. Accordingly, we recorded a deferred tax liability of $71 million and a corresponding amount of goodwill in the nine-month period ended September 30, 2026, related to the nondeductible amortizable intangible assets.
Our unaudited consolidated financial statements for the nine-month period ended September 30, 2026 include the operations of the entities acquired in the nine-month period ended September 30, 2026 from their respective acquisition dates. The following is a summary of the unaudited pro forma historical results, as if these entities had been acquired at January 1, 2025 (in millions, except per share data):
Three-month period ended
September 30,		Nine-month period ended
September 30,
2026202520262025
Total revenues$3,979 $3,418 $12,829 $10,472 
Net earnings attributable to controlling interests403 273 1,553 1,351 
Basic net earnings per share1.57 1.06 6.05 5.28 
Diluted net earnings per share1.56 1.05 5.99 5.19 
The unaudited pro forma results above have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had these acquisitions occurred at January 1, 2025, nor are they necessarily indicative of future operating results. Annualized revenues of entities acquired during the nine-month period ended September 30, 2026 totaled approximately $224 million. For the nine-month period ended September 30, 2026, total revenues, net pretax loss and net loss before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables (EBITDAC) recorded in our unaudited consolidated statement of earnings related to our acquisitions made during the nine-month period ended September 30, 2026 in the aggregate, were $92 million, $(10) million and $(17) million, respectively.