Brown & Brown, Inc. · NYSE:BRO

Brown & Brown — Merger or Acquisition (June 2025)

25 slides from Brown & Brown's merger presentation, Jun 10, 2025

  1. Slide 1: Brown & Brown to Acquire RSC

    Brown & Brown to Acquire RSC June 10, 2025

  2. Slide 2: Information Regarding Forward Looking Statements

    Information Regarding Forward Looking Statements This presentation contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by tho

  3. Slide 3: Important Disclosures

    Important Disclosures This presentation contains references to "non-GAAP financial measures" as defined in SEC Regulation G, consisting of Brown & Brown’s EBITDAC, EBITDAC Margin, EBITDAC - Adjusted, EBITDAC Margin - Adjusted, Diluted Net Income Per Share - Adjusted, Net Debt Outstanding, Total Debt

  4. Slide 4: Important Disclosures (cont.)

    Important Disclosures (cont.) Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments and, therefore comparability may be limited. This

  5. Slide 5: Our Vision

    Be the leading Our Vision global provider of insurance solutions for our customers.

  6. Slide 6: Brown & Brown Differentiators

    Brown & Brown Differentiators Strong Common Culture Entrepreneurial Meritocracy Decentralized Sales & Service Accountable & Disciplined High Performance Successful Acquirer Highly Talented Teammates Strong Balance Sheet BROW N & BROW N | 6

  7. Slide 7: Sustained Organic and Acquired Revenue Growth

    Sustained Organic and Acquired Revenue Growth Total Revenues ($B) $8.0 $7.0 1 $6.0 Kentro $5.0 2024 Revenue $3B 2023 $4.0 2022 Revenue Quintes Arrowhead $2B 2021 $3.0 Wright Revenue GRP, $2.0 Riedman $1B 2018 Orchid Insurance Hull & Co. & BdB 2014 Agency 2012 2013 $1.0 2011 2005 The Hays 2001 Beeche

  8. Slide 8: Driving Value Through Increased Scale and Capabilities

    Driving Value Through Increased Scale and Capabilities 1 1 2+ Operating Acquisition Culture Talent Scale Specialties Customers Model Strategy BROW N & BROW N | 8

  9. Slide 9: Strategic Rationale for Transaction

    Strategic Rationale for Transaction Enhanced Scale, Capabilities, and Market Access • Accession’s high-quality, diversified and integrated business operates in the middle market segment with the scale and clear strategic alignment to bolster Brown & Brown’s operations and expand its market share • E

  10. Slide 10: Accession at a Glance

    Accession at a Glance $15B+ $1.7B $600M ~35% 200+ ~5,500 190+ 2024 premiums 2024 pro forma 2024 pro forma 2024 pro forma Locations Teammates Completed adjusted revenues1 adjusted EBITDA1 adjusted EBITDA acquisitions margin1 Company Overview • Premier North American insurance distribution platform wi

  11. Slide 11: Complementary Specializations

    Complementary Specializations R E TA I L S P E C I A LT Y D I S T R I B U T I O N Single Parent Dealer Stop Loss Multinational Agriculture Aviation Hospitality Captives Services Tenant Complex Sports & Transportation Trade Credit Manufacturing Catastrophe Liability Casualty Entertainment Travel Acci

  12. Slide 12: Transaction Overview

    Transaction Overview • Brown & Brown to acquire RSC on a cash and debt-free basis at time of acquisition Transaction » $1.7B 2024 pro forma adjusted revenues1 » $600M 2024 pro forma adjusted EBITDA1 • Purchase price of $9.825B, with approximately $9.4B2 of net funding at closing • Consideration of a

  13. Slide 13: Revenue Growth

    Brown & Brown Revenue Growth ( $MILLIONS ) Total revenues ($M) $4,805 1 EBITDAC Margin - Adjusted $4,257 $3,573 $3,051 $2,613 $2,393 $2,014 $1,767 $1,881 $1,661 34% 35% 33% 33% 33% 33% 32% 31% 31% 30% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 1 See important disclosures regarding non-GAAP me

  14. Slide 14: Liquidity and Financial Policy Overview

    Brown & Brown Liquidity and Financial Policy Overview Liquidity Profile Financial & Capital Allocation Policy • Generated $1.2 billion of cash flow from operations • Maintain low leverage, industry-leading margins, for the year ended 2024, growing 16% over 2023 high cash flow conversion and investme

  15. Slide 15: Leverage & Maturity Profile

    Brown & Brown Leverage & Maturity Profile Debt & Leverage Debt outstanding ($M) Debt to EBITDAC - Adjusted Ratio1 $4,500 $3,942 $3,824 4.0x $3,796 3.5x $3,000 3.0x $2,096 $2,023 2.5x $1,507 $1,555 2.0x $1,500 $1,145 $1,074 1.5x $976 1.0x $0 0.5x 2015 2016 2017 2018 2019 2020 1 2021 2022 2023 2024 1

  16. Slide 16: Free Cash Flow Conversion

    Brown & Brown Free Cash Flow Conversion ( $MILLIONS ) Free Cash Flow1 $1,092 $941 $828 $764 $605 $642 $526 $364 $393 $418 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Free Cash Flow 22% 22% 22% 26% 25% 25% 25% 23% 22% 23% Conversion1 1 See important disclosures regarding non-GAAP measures on pa

  17. Slide 17: The Power of WE

    The Power of WE Culture  Strong cultural similarities between the organizations, focused on teammate ownership, 1 and wealth creation  History of entrepreneurialism, innovation, meritocracy, and profitable growth 1 Alignment Scale  Combined 21K+ teammates across 700+ offices 2  Well-positioned t

  18. Slide 18: GAAP to Non-GAAP Reconciliation: RSC

    GAAP to Non-GAAP Reconciliation RSC

  19. Slide 19: Reconciliation of RSC Total Revenues to Pro Forma Adjusted Revenues and EBITDA

    Reconciliation of RSC Total Revenues to Pro Forma Adjusted Revenues and Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin BRO FY2024 FY2024 As M&A run-rate Non-GAAP RSC FY2024 BRO non-GAAP Adjusted pro Targeted run- FY 2024 pro forma ($M) GAAP Reported adjustments adjustments adjusted a

  20. Slide 20: GAAP to Non-GAAP Reconciliation

    GAAP to Non-GAAP Reconciliation Brown & Brown

  21. Slide 21: Reconciliation of Income Before Income Taxes to EBITDAC and EBITDAC - Adjusted

    Reconciliation of Income Before Income Taxes to EBITDAC and EBITDAC - Adjusted and Income Before Income Taxes Margin to EBITDAC Margin and EBITDAC Margin - Adjusted ($M; Unaudited) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total revenues $1,661 $1,767 $1,881 $2,014 $2,393 $2,613 $3,051 $3,57

  22. Slide 22: Reconciliation of Long-Term Total Debt to Net Debt Outstanding

    Reconciliation of Long-Term Total Debt to Net Debt Outstanding, Total Debt Outstanding to EBITDAC - Adjusted and Net Debt Outstanding to EBITDAC - Adjusted ($M; Unaudited) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Current portion of long-term debt $73 $56 $120 $50 $55 $70 $43 $251 $569 $225

  23. Slide 23: Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

    Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow & Free Cash Flow Conversion 1 1 ($M; Unaudited) 2014 2015 2016 2017 2018 2019 2020 20211 1 2022 2023 2024 Net cash provided by operating activities $385 $382 $411 $442 $568 $678 $713 $809 $881 $1,010 $1,174 (-) Capital exp

  24. Slide 24: Reconciliation of Diluted Net Income Per Share to Adjusted

    Reconciliation of Diluted Net Income Per Share to Diluted Net Income Per Share - Adjusted 1 1 (Unaudited) 2022024 Diluted Net Income per Share $3.46 (+) Change in estimated acquisition earn-out payables - (-) Gain / (+) Loss on Disposal (0.09) (+) Amortization 0.47 Diluted Net Income Per Share - Adj

  25. Slide 25: R. Andrew Watts

    For Additional Information: R. Andrew Watts Executive Vice President & Chief Financial Officer (386) 239-5770 | [email protected] © 2025 Brown & Brown. All rights reserved.

Brown & Brown — Merger or Acquisition (June 2025) on 6ix