BRO - NYSE

Good morning, and welcome to the Brown & 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 of Events. With that said, I will now turn the call over to Powell Brown, President and Chief Executive Officer. You may begin.

Thanks, Deedee. 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 1. 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 respects 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 for 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. I'm on Slide #4. 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 EBITDAC 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 7 acquisitions with estimated annual revenues of $1.7 billion, with the largest being Accession. I'm on Slide 5. 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 impact from tariffs sees 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 health care 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 health care 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 remained similar to Q2 and were down 5% to up 5%. Shifting to the E&S 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 CAT 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. I'm on Slide 6. Let's transition to the performance of our 2 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 3 distinct divisions: Programs, Wholesale and Specialty. This segment also includes the 180 division of Accession. 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 CAT 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 want to talk about the impact on our earnings related to the acquisition of Accession and our related debt and equity issuances. As previously discussed, transaction and integration costs related to our acquisition of Accession are excluded from our calculation of adjusted EBITDAC and adjusted earnings per share. For this quarter, acquisition and integration costs were approximately $50 million. Additionally, beginning this quarter, we have a [ legal ] line on the income statement called mark-to-market of escrow liability related to the acquisition of Accession. This account is also excluded from our calculation of adjusted EBITDAC and adjusted EPS. For the third quarter, we recorded approximately $8 million of a noncash 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 noncash movements. For the stub period of August and September, Accession's total revenue was approximately $285 million. The margins were in line with our expectations and were slightly below the full 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 EBITDAC, EBITDAC 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 billion, growing 35.4% as compared to the third quarter of 2024. Contingent commissions grew by an impressive $46 million in total with $12 million coming from Accession. Income before income taxes increased by 34% and EBITDAC grew by 41.8%. Our EBITDAC 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 Accession and Quintes. 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 Accession's equity holders. Lastly, our dividends paid per share increased by 15.4% as compared to the third quarter of [ 2024. ] Overall, we are very pleased with our performance for the quarter as well as our year-to-date results. We're on Slide #8. The Retail segment grew total revenues by 37.8% with organic growth of 2.7%. The difference between total revenues and organic revenue were 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 multiyear policies written in 2024 in the fourth quarter. At this point, we do not see the same potential revenue associated with multiyear policies in the fourth quarter of this year. Our EBITDAC margin increased by 150 basis points to 28%, driven by the management of our expense base, along with the positive impact of Accession. This was partially offset by revenue seasonality for Quintes, which we acquired in the fourth quarter of 2022. We're on Slide #9. Specialty Distribution grew total revenues by 30%, driven by the acquisition of Accession, 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 EBITDAC margin decreased by 110 basis points to 43.9% due to the impact of Accession, having a lower overall margin as compared to our existing Specialty Distribution segment. This impact more than offsets the increase driven by higher contingent commissions, organic growth and managing our expenses. Regarding the Q4 organic revenue growth outlook, recall that we reported approximately $28 million of nonrecurring 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 CAT property and we are 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-single 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 of $30 million to $40 million, depending on the outcome of storm season. This excludes any contingents that may be recognized by Accession. We had a few other comments. First, from a cash perspective in the first 9 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 9 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%. While we wrap up, we want to provide guidance on a few items. As it relates to Accession, we anticipate Q4 revenues to be in the range of $430 million to $450 million and the adjusted EBITDAC margin to be slightly below the full 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 million to $115 million for the fourth quarter. Interest expense, we anticipate it to be in the range of $95 million to $100 million and investment in other income to be in the range of $20 million to $25 million for the fourth quarter. As it relates to our full year outlook for adjusted EBITDAC 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 Accession, [ we are ] increasing our full year margin expectations to be modestly. With that, let me turn it back over to Powell 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 segments of the market and the admitted property, and that admitted property will continue to be very competitively priced. For the E&S space, we anticipate casualty lines will continue to be challenging to place. This includes both rate and available limits. Unless there is meaningful [ tort ] reform across the country, we expect upward -- continued upward pressure on rates on casualty lines. Presuming we don't have a meaningful late season storm or storms, the capital deployment -- and capital deployment remains active, pricing for CAT 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 the 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 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'll 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 and a really good year for Brown & Brown. With that, we'll turn it back over to Deedee and open the lines for Q&A.

[Operator Instructions] Our first question comes from the line of Mike

My first question is on the relationship of organic growth to EBITDAC margins, not in any given quarter, but maybe over time, there's some correlation to time frames when organic growth is well above historical, there's more margin improvement and vice versa. So I guess I'm trying to get at -- 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 -- there's a lot of moving pieces with the acquisition and just other structural things going on in the company? Or is there something different about the relationship today than in the past?

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 our -- 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, right, and you look at the amount of contingents that we grew. So we were approximately $46 million of contingent this quarter, $12 million of that came from Accession. 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, okay, so that just kind of think about that as you work through calculations. But we still continue to think about our business in that 30% to 35% range, and it will 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 Accession is performing.

Okay. That's helpful. For my follow-up, 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 the -- probably your Specialty segment for 4Q?

Yes. Mike, 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 of 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 despite how [ long it gone ] 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 & Brown, it's anybody is part of the [ right room ] program, is you can't write new policies right now. But what you can do is once the government opens back up, then you do retro policies in there. So we're in good shape. We kind of -- we're able to [ frontline ] all the renewals for the fourth quarter.

Our next question comes from the line of Alex Scott from Barclays.

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. 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 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 year-over-year and up and down is what causes the spread in there, and that's about 1% of the impact. That will continue. And the other thing I'd just mention is, and we highlighted in our commentary, that will have some impact in the fourth quarter because we are still improving at a higher rate in Q4 of last year.

Got it. And I guess just on -- got it. Appreciate it. And 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 digits, like on a longer term through the cycle. I was just wondering 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 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, 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 -- the organic growth for Retail is 2.7%. I mean you can look inside of it and say, this could adjust it by 1 basis point, but we're not skirting the issue that was 2.7%. So I think -- I hope that answers your question. So thank you.

Our next question comes from the line of Meyer Shields from Keefe, Bruyette, & Woods.

This is Dean on for Meyer. My first question is a follow-up to just on the Retail segment's incentive commission. I know you mentioned there's some headwinds in Q2. I'm just wondering if that will continue in 2026? Or are we expecting moderating from there?

Yes. At least as everything that we can see right now, we think this is more isolated into the fourth quarter and doesn't carry over into 2026. 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. My second question is on the admitted E&S. Last quarter, you mentioned seeing signs of business going from E&S 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 -- non-admitted to admitted will offset the increase in the size of the E&S market, if that makes sense. So yes, I think there will be some movement back across. But the E&S market is continuing to grow at a pace that I think that it will not offset that. So thank you.

Our next question comes from the line of Mark Hughes from Truist.

Yes. Powell, 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, 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 E&S, maybe I should say. And so I think we could see an environment where it's similar to this year, next year and 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 of 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 than we currently see. That's not across the board. It's in select. And I'm not aware of any markets teeing up the Blue Light especially yet, but I'm just telling you 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.

And 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 if you -- 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 that are in the more modest size homes that are 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.

Our next question comes from the line of Bob Jian Huang from Morgan Stanley.

This is [ Sid ] on for Bob. 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 with the potential as we get into, let's say, December, where there might be some outliers where you get a couple of 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 E&S property markets? Or is there like any kind of divergence going on?

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

Our next question comes from the line of Matthew Heimermann from Citi.

It's actually me. Just a couple of questions. One, just on Wright Flood. You had rolled out or started to roll out private flood product on that platform. 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 [indiscernible] your own right now, but just any color there would be great. Sorry for talking over you.

Yes. So glad you are who you say you are, Matthew, that's good. I have a couple of 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 Polten ], which is a private flood business, which will be -- which we're very pleased about them joining us and very additive. And so private flood, we believe, can be a very -- is a very good product. I want to caution you by saying that private flood is not the answer for all flood policies, please note. So maybe different than some might say, 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 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 make the decisions, some sort of compromises with all parties 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 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 Wright Flood platform. We do not write on the Wright Flood platform. That is for -- that is part of the NFIP program. Our private flood business that we had before is written under the separate carriers in there. So separate technology, everything else.

Yes. I was aware you had 2 platforms, but I thought I saw a 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.

Yes, that's just around for claims management and everything else. But the actual technology and everything else in the paper, et cetera, is not on Wright Flood.

Yes. I appreciate the clarification. One follow-up on employee benefits is there's -- I feel like there's a number of cross currents affecting the business. And so I'd 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, what -- how those dynamics all intersect.

All right. So Matt, a couple of things just to reiterate. Remember that smaller group, 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, too, 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 a -- 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 2, they have paid for GLP-1s. So weight loss drugs. I'm not talking about the 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 1-year plan. If somebody thinks about health care in 1 year, that's transactional. If you're thinking about it multiyear, that's a strategic 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.

Matt, these trends -- yes, as these trends here that we started talking about on the back end of ACA that we believe that were 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 5 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. Yes, there can be some cross wins 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 health care pharmacy and also their workforce.

Our next question comes from the line of Elyse Greenspan from Wells Fargo.

My first question is on the risk [ exception ] deal. I just wanted to confirm since the deal is 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?

Yes. Elyse, Andy here. Yes, 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 has a higher margin in the first half of the year versus second half, not unlike our legacy Brown & Brown business that's there. Teams are working through all the integration plans right now and getting all of those in place. As we communicated on the call, we're going to recognize and realize the synergies over a 3-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.

And then 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 2.7% or the adjusted 3.7% adjusting for the incentive comp impact?

No. On the as reported, just -- so as reported, will probably be pretty similar or at least in the same ballpark in Q4 also, knowing that we've got the headwinds on carryover effect of accruing at a higher rate for the incentives and EV that still impacts part of Q4 and then the multiyear policies that were written last year. As of right now, we don't see that same volume of activity in the fourth quarter. And again, things could always change that's out there.

Our next question comes from the line of Gregory Peters from Raymond James.

This is Mitch on behalf of Greg. 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.

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 in infrastructure, and we've kind of got all behind us. And we said our next 2 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, in that area. It's probably a journey, not sure that we ever "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 Specialty Distribution and 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. 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 deal.

Sure. Yes. Our -- as we've stated publicly, our gross debt leverage to EBITDA is 0 to 3x. And on a net basis, it is 0 to 2.5. We have every intention of being right back down in those ranges in about 12 to 18 months with scheduled paydowns that we're committed to. If you look at our 10-year average, we're right at about 2.2, 2.3 on a gross leverage ratio. The organization delevers about 1/4 to half a turn each year just naturally. And then with some incremental payments that we're anticipating, that will pull that down even quicker. Again, we're not overly 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.

Our next question comes from the line of Brian Meredith from UBS.

This is actually Leandro on behalf of Brian. 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. Did new businesses in Retail return to normalized levels already after the issues in the second quarter? Or is there still room to rebound?

When you -- I guess -- so when you say rebound, I guess, what do you -- what's your expectation when you say rebound? Are you thinking -- I'm trying to acclimate. Are you thinking rebounding back up to Retail business is growing 6%, 7%, 8% organically? Or how are you thinking about it?

Accelerating from the second Q levels, I would say.

In the second quarter or third quarter?

If in the 4Q, we can see an acceleration of new businesses from the bottom of the second quarter, I would say.

Yes, I don't think we called out 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 highlighted for the fourth quarter is just based upon what we can see today in inventory regard multiyear 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.

Our next question comes from the line of Rob Cox from Goldman Sachs.

This is indeed Rob. So I just wanted to ask and make sure I understand on the Retail segment. So there's 2 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?

Rob, yes, there was. So we had a benefit from Accession and a headwind from Quintes, which again, we've kind of talked about Quintes for a few quarters just to help everybody out with that. So you kind of got 3 pieces to it. So a positive on Accession, a negative on Quintes and then a positive on just underlying management of the business.

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

Yes. 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 [ plaintiffs ] 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 a slower -- and you have rate decreases as well. That's how I would describe it.

Our next question comes from the line of Mark Hughes from Truist.

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 nonrecurring, which looks like it's about 5 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?

Brian -- Mark, no, I think that is -- that's fine. Those are probably the 3 big pieces, Mark, that we also talk about. There's some other moving parts, but those are the main things.

Our next question comes from the line of Mike

I'm going to try to ask a lender-placed question to the extent you're able to add some color. 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 just given it's highlighted as being a tough comp in the near term, 4Q, is there just -- is there a trend we should just keep in the back of our heads as we think past 4Q about the lender-placed business just slowing or somehow maybe giving back some market share?

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 -- and again, it's not that we're seeing the actual lender-placed ratio go up. That's not driving the growth, which again kind of is at least an indicator of the health of overall economy and everything. That business, we 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 will get a bunch of revenue all at once and it kind of works itself out, okay?

We'll take one more question, Deedee.

Our next question comes from the line of Josh Shanker from Bank of America.

Obviously, no one likes to see their share price going down. You have a $1.5 billion buyback authorization, and there's a decision to whether to put capital to work and buying back your own stock or to [indiscernible] obviously. And there's an arbitrage there. By authorizing the buyback, are you saying that you think that the value of Brown & 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 point 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 that's -- 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 valuation?

Well, let me put it this way. I'm not trying to be evasive, Josh. But if we told you that, then that's where 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.

Yes, 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 it's -- we get into a lot of detail when we look at all of the deployment options.

We like to have options.

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

Thanks, Deedee, and thanks for joining us today. A couple of final comments. I think that we had a really good quarter, albeit we had Retail in terms of with the modification that we outlined, where 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, we -- 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.