Brown & Brown, Inc. · NYSE:BRO
Brown & Brown — Merger or Acquisition (June 2025)
25 slides from Brown & Brown's merger presentation, Jun 10, 2025
Slide 1: Brown & Brown to Acquire RSC
Exhibit 99.2 Brown & Brown to Acquire RSC June 10, 2025
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
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 O
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
Slide 5: Our Vision
Be the leading global provider of Our Vision insurance solutions for our customers.
Slide 6: Differentiators
Brown & Brown Differentiators Strong Common Culture Entrepreneurial Meritocracy Decentralized Sales & Service Accountable & Disciplined High Performance Successful Acquirer Highly Talented Teammates Strong Balance Sheet BROWN & BROWN | 6
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 2023 $3B $4.0 2022 Revenue Quintes Arrowhead $2B 2021 $3.0 Wright Revenue GRP, Riedman 2018 $2.0 $1B Orchid Hull & Co. Insurance & BdB 2014 2013 Agency 2012 2011 $1.0 2005 The Hays Beecher Car
Slide 8: Driving Value Through Increased Scale and Capabilities
Driving Value Through Increased Scale and Capabilities 1 2+ 1 Operating Acquisition Customers Talent Specialties Scale Culture Strategy Model BROWN & BROWN | 8
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
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 1 1 adjusted revenues adjusted EBITDA adjusted EBITDA acquisitions 1 margin Company Overview 3 Business Segments • Premier North American insurance d
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
Slide 12: Transaction Overview
Transaction Overview • Brown & Brown to acquire RSC on a cash and debt-free basis at time of acquisition 1 Transaction » $1.7B 2024 pro forma adjusted revenues 1 » $600M 2024 pro forma adjusted EBITDA 2 • Purchase price of $9.825B, with approximately $9.4B of net funding at closing • Consideration o
Slide 13: Revenue Growth
Brown & Brown Revenue Growth ( $ M I L L I O N S ) Total revenues ($M) $4,805 1 EBITDAC Margin - Adjusted $4,257 $3,573 $3,051 $2,613 $2,393 $2,014 $1,881 $1,767 $1,661 35% 34% 33% 33% 33% 33% 32% 31% 31% 30% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 1 See important disclosures regarding non
Slide 14: Liquidity and Financial Policy Overview
Brown & Brown Liquidity and Financial Policy Overview Liquidity Profile Financial & Capital Allocation Policy • Generated $1.2 billion of cash flow from operations • Maintain low leverage, industry-leading margins, for the year ended 2024, growing 16% over 2023 high cash flow conversion and investme
Slide 15: Leverage & Maturity Profile
Brown & Brown Leverage & Maturity Profile Debt & Leverage 1 Debt outstanding ($M) Debt to EBITDAC - Adjusted Ratio $4,500 4.0x $3,942 $3,824 $3,796 3.5x 3.0x $3,000 $2,023 2.5x $2,096 $1,555 2.0x $1,507 $1,500 $1,145 $1,074 $976 1.5x 1.0x $0 0.5x 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 1 1
Slide 16: Free Cash Flow Conversion
Brown & Brown Free Cash Flow Conversion ( $ M I L L I O N S ) 1 Free Cash Flow $1,092 $941 $828 $764 $642 $605 $526 $418 $393 $364 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Free Cash Flow 22% 22% 22% 26% 25% 25% 25% 23% 22% 23% 1 Conversion 1 See important disclosures regarding non-GAAP meas
Slide 17: The Power of WE
The Power of WE Culture ✓ Strong cultural similarities between the organizations, focused on teammate ownership, and wealth creation 1 1 ✓ History of entrepreneurialism, innovation, meritocracy, and profitable growth Alignment Scale ✓ Combined 21K+ teammates across 700+ offices ✓ Well-positioned to
Slide 18: GAAP to Non-GAAP Reconciliation RSC
GAAP to Non-GAAP Reconciliation RSC
Slide 19: Reconciliation of RSC Total Revenues to Pro Forma Adjusted Revenues and EBITDA
Reconciliation of RSC Total Revenues to Pro Forma Adjusted Revenues and Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin BRO FY2024 FY2024 As M&A run-rate Non-GAAP RSC FY2024 BRO non-GAAP Adjusted pro Targeted run- FY 2024 pro forma ($M) GAAP Reported adjustments adjustments adjusted a
Slide 20: GAAP to Non-GAAP Reconciliation
GAAP to Non-GAAP Reconciliation Brown & Brown
Slide 21: Reconciliation of Income Before Income Taxes to EBITDAC
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 $3,57
Slide 22: Reconciliation of Long-Term Total Debt to Net Debt Outstanding
Reconciliation of Long-Term Total Debt to Net Debt Outstanding, Total Debt Outstanding to EBITDAC - Adjusted and Net Debt Outstanding to EBITDAC - Adjusted ($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 $225
Slide 23: Reconciliation of Operating Cash Flow to Free Cash Flow
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow & Free Cash Flow Conversion 1 1 1 1 ($M; Unaudited) 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Net cash provided by operating activities $385 $382 $411 $442 $568 $678 $713 $809 $881 $1,010 $1,174 (-) Capital ex
Slide 24: Reconciliation of Diluted Net Income Per Share
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
Slide 25: For Additional Information
For Additional Information: R. Andrew Watts Executive Vice President & Chief Financial Officer (386) 239-5770 | awatts@bbins.com © 2025 Brown & Brown. All rights reserved.