The following discussion and analysis summarizes the significant factors
affecting the consolidated operating results, financial condition, liquidity and
cash flows of our company as of and for the periods presented below. The
following discussion and analysis should be read in conjunction with our
Consolidated Financial Statements and the related notes included elsewhere in
this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K for the
year ended December 31, 2021 filed with the SEC on March 16, 2022. The
discussion contains forward-looking statements that are based on the beliefs of
management, as well as assumptions made by, and information currently available
to, our management. Actual results could differ materially from those discussed
in or implied by forward-looking statements as a result of various factors,
including those discussed below and our Annual Report on Form 10-K, particularly
in the sections entitled "Risk Factors" and "Information Concerning
Forward-Looking Statements".

The following discussion provides commentary on the financial results derived
from our unaudited financial statements for the three months ended March 31,
2022 and 2021 prepared in accordance with U.S. GAAP. In addition, we regularly
review the following Non-GAAP measures when assessing performance: Organic
revenue growth rate, Adjusted compensation and benefits expense, Adjusted
compensation and benefits expense ratio, Adjusted general and administrative
expense, Adjusted general and administrative expense ratio, Adjusted EBITDAC,
Adjusted EBITDAC margin, Adjusted net income, Adjusted net income margin and
Adjusted diluted earnings per share. See "Non-GAAP Financial Measures and Key
Performance Indicators" for further information.

                                    Overview

Founded by Patrick G. Ryan in 2010, we are a service provider of specialty
products and solutions for insurance brokers, agents and carriers. We provide
distribution, underwriting, product development, administration and risk
management services by acting as a wholesale broker and a managing underwriter
with delegated authority from insurance carriers. Our mission is to provide
industry-leading innovative specialty insurance solutions for insurance brokers,
agents and carriers.

For retail insurance agents and brokers, we assist in the placement of complex
or otherwise hard-to-place risks. For insurance carriers, we work with retail
and wholesale insurance brokers to source, onboard, underwrite and service these
same types of risks. A significant majority of the premiums we place are bound
in the E&S market, which includes Lloyd's of London. There is often
significantly more flexibility in terms, conditions, and rates in the E&S market
relative to the Admitted or "standard" insurance market. We believe that the
additional freedom to craft bespoke terms and conditions in the E&S market
allows us to best meet the needs of our trading partners, provide unique
solutions and drive innovation. We believe our success has been achieved by
providing best-in-class intellectual capital, leveraging our trusted and
long-standing relationships, and developing differentiated solutions at a scale
unmatched by many of our competitors.

                      Significant Events and Transactions

Effects of the reorganization on our corporate structure

We were incorporated in March 2021 and formed for the purpose of the IPO. We are
a holding company and our sole material asset is a controlling equity interest
in New RSG Holdings, which is also a holding company and its sole material asset
is a controlling equity interest in Ryan Specialty Group, LLC. The Company
operates and controls the business and affairs, and consolidates the financial
results of Ryan Specialty Group, LLC through New RSG Holdings. We conduct our
business through Ryan Specialty Group, LLC. As Ryan Specialty Group, LLC is
substantively the same as New RSG Holdings, for the purpose of this discussion,
we will refer to both New RSG Holdings and Ryan Specialty Group, LLC as RSG LLC.

RSG LLC is a limited liability company taxed as a partnership for income tax
purposes, and its taxable income or loss is passed through to its members,
including the Company. RSG LLC is subject to income taxes on its taxable income
in certain foreign countries, in certain state and local jurisdictions that
impose income taxes on partnerships, and on the taxable income of its U.S.
corporate subsidiary. After the IPO, RSG LLC continues to be treated as a
pass-through entity for U.S. federal and state income tax purposes. As a result
of our ownership of LLC Common Units, we are subject to U.S. federal, state and
local income taxes with respect to our allocable share of any taxable income of
RSG LLC and are taxed at the prevailing corporate tax rates. In addition to tax
expenses, we also will incur expenses related to our operations and we will be
required to make payments under the Tax Receivable Agreement. Due to the
uncertainty of various factors, we cannot estimate the likely tax benefits we
will realize as a result of future LLC Common Unit exchanges, and the resulting
amounts we are likely to pay out to LLC Unitholders pursuant to the Tax
Receivable Agreement; however, we estimate that such tax benefits and the
related TRA payments may be substantial. We intend to cause RSG LLC to make
distributions in an amount sufficient to allow us to pay our tax obligations and
operating expenses, including distributions to fund any ordinary course payments
due under the Tax Receivable Agreement.

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Response to COVID-19

An outbreak of a novel strain of the coronavirus, COVID-19, was recognized as a
pandemic by the World Health Organization on March 11, 2020. Our leadership took
decisive, timely steps to protect the health, safety and wellbeing of our
employees, their families and trading partners by closing nearly all in-office
operations, restricting business travel and transitioning to a remote work
environment. The investments we made in our culture, trading partner
relationships, business, technology and IT team members allowed for a seamless
transition to a remote work environment. Due to the success of our remote work
operations during the pandemic, we will be implementing remote work flexibility
into our operating model as we begin to reopen our offices.

While the pandemic has had a significant detrimental effect on numerous segments
of the global economy, it provided opportunities for many aspects of our
Wholesale Brokerage, Binding Authority and Underwriting Management Specialties.
We believe the pandemic resulted in an increased flow of submissions into the
E&S market and a further hardening of E&S insurance rates (which had already
been happening since 2019), thereby yielding higher premiums.

Highlighting the resilience of our business, the dedication of our workforce,
and the E&S market opportunities created by the pandemic, in 2020 we completed
the All Risks Acquisition (the largest in our history), made substantial
progress on our integration of All Risks and the Restructuring Plan (as
discussed below) and realized 20.4% organic revenue growth, all in the midst of
the pandemic. We managed to sustain this resilience in 2021 and through the
first quarter of 2022 through the continued advancement of the integration and
Restructuring Plan. For the year ended December 31, 2021 we realized 40.7%
revenue growth and 22.4% Organic revenue growth. For the three months ended
March 31, 2022 we realized 24.2% revenue growth and 20.1% Organic revenue
growth.

While we believe our business and operations have thus far performed at a high
level of efficiency and achieved historic results throughout the pandemic, there
are no comparable recent events which may provide guidance as to the ultimate
effect of the spread of COVID-19 and a global pandemic. As a result, the final
impact of the pandemic or a similar health epidemic remains uncertain,
particularly if new variants of the virus develop, vaccines are not distributed
at a suitable pace or prove less effective than anticipated, the global economy
does not recover as expected, especially in light of current inflationary trends
and/or the pandemic otherwise continues beyond current expectations. The effects
could yet have a material impact on our results of operations. See "Risk
Factors-Risks Related to Our Business and Industry" in our Annual Report on Form
10-K for a discussion of the risks related to the COVID-19 pandemic.

2020 Restructuring Plan

During the third quarter of 2020 and in conjunction with the All Risks
Acquisition, we initiated the Restructuring Plan in an effort to reduce costs
and increase efficiencies, streamline management reporting structures, and
centralize functions across the Company to improve operating margin. The
Restructuring Plan is expected to generate annual savings of $25.0 million once
the plan is fully actioned by June 30, 2022. Initial savings began to
materialize in 2020 with the full run-rate savings expected to be realized by
June 30, 2023. Of the $25.0 million of expected annual savings, over 90% will
relate to a reduction in workforce with the remaining related to lease and
contract terminations. The Restructuring Plan is expected to incur cumulative
one-time charges of between $30.0 million and $35.0 million, funded through
operating cash flow. Restructuring costs will primarily be included in
Compensation and benefits expense with the remaining costs in General and
administrative expense. See "Note 5, Restructuring" of the unaudited quarterly
consolidated financial statements for further discussion.

We began recognizing costs associated with the Restructuring Plan in the third
quarter of 2020. For the three months ended March 31, 2022, we incurred
restructuring costs of $3.1 million and cumulative restructuring costs of $28.3
million since the inception of the plan. These costs are offset by realized
respective savings of approximately $6.8 million for the three months ended
March 31, 2022. Of the cumulative $28.3 million costs, $20.2 million was
workforce-related with the remaining being general and administrative costs.
While the current results of the Restructuring Plan are in line with
expectations, changes to the total savings estimate and timing of the
Restructuring Plan may evolve as we continue to progress through the plan and
evaluate other potential restructuring opportunities. The actual amounts and
timing may vary significantly based on various factors.

                     Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our future financial performance to be, driven by our ability to:

Pursue strategic acquisitions

We have successfully integrated businesses complementary to our own to increase
both our distribution reach and our product and service capabilities. We
continuously evaluate acquisitions and intend to further pursue targeted
acquisitions that complement our product capabilities or provide us access to
new markets. We have previously made and intend to continue to make acquisitions
with the objective of enhancing our human capital and product capabilities,
entering natural adjacencies and expanding our geographic footprint. Our ability
to successfully pursue strategic acquisitions is dependent upon a number of
factors, including sustained

                                       33
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execution of a disciplined and selective acquisition strategy and our ability to
effectively integrate targeted companies or assets and grow our business. We do
not have agreements or commitments for any significant acquisitions at this
time.

Deepen and broaden our relationships with Retail Brokers Business Partners

We have deep engagement with our retail broker trading partners. We believe we
have the ability to transact in even greater volume with nearly all of our
existing retail brokerage trading partners. For example, in 2021, our revenue
derived from the Top 100 firms (as ranked by Business Insurance) expanded faster
than our Organic revenue growth rate of 22.4%. Our ability to deepen and broaden
relationships with our retail broker trading partners and increase sales is
dependent upon a number of factors, including client satisfaction with our
distribution reach and our product capabilities, competition, pricing, economic
conditions and spending on our product offerings.

Building our national binding authority business

We believe there is substantial opportunity to continue to grow our Binding
Authority Specialty, as we believe that both M&A consolidation and panel
consolidation are in nascent stages in the binding authority market. Our ability
to grow our Binding Authority Specialty is dependent upon a number of factors,
including the quality of our services and product offerings, marketing and sales
efforts to drive new business prospects and execution, new product offerings,
the pricing and quality of our competitors' offerings and the growth in demand
of the insurance products.

Invest in operations and growth

We have invested heavily in building a durable business that is able to adapt to
the continuously evolving E&S market and intend to continue to do so. We are
focused on enhancing the breadth of our product offerings as well as developing
and launching new solutions to address the evolving needs of the specialty
insurance industry. Our future success is dependent on our ability to
successfully develop, market and sell existing and new products to both new and
existing trading partners.

Generate commissions regardless of the state of the specialty insurance market

We earn commissions, which are calculated as a percentage of the total insurance
policy premium, and fees. Changes in the insurance market or specialty lines
that are our focus, characterized by a period of increasing (or declining)
premium rates, could positively (or negatively) impact our profitability.

Leverage the growth of the E&S market

The growing relevance of the E&S market has been driven by the rapid emergence
of large, complex and high-hazard risks across many lines of insurance. This
trend continued with 21 named storms during the 2021 Atlantic hurricane season
producing estimated damages of more than $70 billion, over 7.8 million acres
burned through wildfires in the United States, escalating jury verdicts and
social inflation, a proliferation of cyber threats, novel health risks, and the
transformation of the economy to a "digital first" mode of doing business. We
believe that as the complexity of the E&S market continues to escalate,
wholesale brokers and managing underwriters that do not have sufficient scale or
the financial and intellectual capital to invest in the required specialty
capabilities will struggle to compete effectively. This will further the trend
of market share consolidation among the wholesale firms who have these
capabilities. We will continue to invest in our intellectual capital to innovate
and offer custom solutions and products to better address these evolving market
fundamentals.

Address the costs of being a Public company

As we are in the early stages of our operation as a public company, we will
continue to implement changes in certain aspects of our business and develop,
manage and train management level and other employees to comply with ongoing
public company requirements. We have incurred new expenses as a public company,
including public reporting obligations, increased professional fees for
accounting, proxy statements, stockholder meetings, stock exchange fees,
transfer agent fees, SEC and FINRA filing fees, legal fees, franchise taxes and
insurance expenses.

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                  Summary of Financial Performance Highlights

                             Three Months Ended March 31,                      Change
(in thousands, except
percentages and per
share data)                    2022                 2021                 $                %
GAAP financial measures
Total revenue             $      386,890       $      311,458      $      75,432             24.2 %
Compensation and
benefits                         274,274              214,486             59,788             27.9
General and
administrative                    42,361               27,545             14,816             53.8
Total operating
expenses                         343,501              271,615             71,886             26.5
Operating income                  43,389               39,843              3,546              8.9
Net income (loss)                 18,076               (3,801 )           21,877           (575.6 )
Net income (loss)
attributable to Ryan
Specialty Group
Holdings, Inc.                     6,911               (6,251 )           13,162           (210.6 )
Compensation and
benefits
  expense ratio (1)                 70.9 %               68.9 %
General and
administrative
  expense ratio (2)                 10.9 %                8.8 %
Net income (loss)
margin                               4.7 %               (1.2 )%
Earnings per share (3)    $         0.07
Diluted earnings per
share (3)                 $         0.06
Non-GAAP financial
measures*
Organic revenue growth
rate                                20.1 %               18.4 %
Adjusted compensation
and benefits
  expense                 $      241,331       $      192,367      $      48,964             25.5 %
Adjusted compensation
and
  benefits expense
ratio                               62.4 %               61.8 %
Adjusted general and
  administrative
expense                   $       38,296       $       24,687      $      13,609             55.1 %
Adjusted general and
  administrative
expense ratio                        9.9 %                7.9 %
Adjusted EBITDAC          $      107,263       $       94,404      $      12,859             13.6 %
Adjusted EBITDAC margin             27.7 %               30.3 %
Adjusted net income       $       64,732       $       57,130      $       7,602             13.3 %
Adjusted net income
margin                              16.7 %               18.3 %
Adjusted diluted
earnings per share        $         0.24




* For a definition and a reconciliation of Organic revenue growth rate, Adjusted
compensation and benefits, Adjusted compensation and benefits expense ratio,
Adjusted general and administrative expense, Adjusted general and administrative
expense ratio, Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted net income,
Adjusted net income margin, and Adjusted diluted earnings per share to the most
directly comparable GAAP measure, see "Non-GAAP Financial Measures and Key
Performance Indicators."

(1)

Compensation and benefits ratio is defined as compensation and benefits expense divided by total revenue.

(2)

The general and administrative expense ratio is defined as general and administrative expenses divided by total revenue.

(3)

Refer to “Note 12, Earnings per share” to the unaudited quarterly consolidated financial statements for a more detailed discussion of how these parameters are calculated.

Comparison of the three months ended March 31, 2022 and 2021

Revenues have increased $75.4 million or 24.2% period over period for $386.9 million.

Compensation and benefits expense increased $59.8 millionor 27.9% period over period, and the compensation and benefits expense ratio increased 2.0% from 68.9% to 70.9%.

General and administrative expenses increased $14.8 millionor 53.8% period over period, and the general and administrative expense ratio increased by 2.1%, from 8.8% to 10.9%.

Total operating expenses increased $71.9 million or 26.5% period over period for
$343.5 million.

Operating profit increased $3.5 million period on period to $43.4 million.

Net income increased by $21.9 million from one period to another $18.1 million.

The net profit (loss) margin was 4.7% for the quarter, compared to (1.2)% in the same quarter last year.

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Earnings per share and diluted earnings per share were $0.07 and $0.06respectively, for the three months ended March 31, 2022.

Organic revenue growth rate for the quarter was 20.1%, compared to 18.4% in the same quarter last year – see “Non-GAAP Financial Measures and Key Performance Indicators” for more information .

Adjusted compensation and benefits expense increased $49.0 million, or 25.5%
period-over-period, and the Adjusted compensation and benefits expense ratio
increased 0.6% from 61.8% to 62.4% - see "Non-GAAP Financial Measures and Key
Performance Indicators" for further information.

Adjusted general and administrative expense increased $13.6 million, or 55.1%
period-over-period, and the Adjusted general and administrative expense ratio
increased 2.0% from 7.9% to 9.9% - see "Non-GAAP Financial Measures and Key
Performance Indicators" for further information.

Adjusted EBITDAC increased 13.6% period over period to reach $107.3 million– see “Non-GAAP Financial Measures and Key Performance Indicators” for more information.

Adjusted EBITDAC margin decreased 2.6% period-over-period from 30.3% to 27.7% -
see "Non-GAAP Financial Measures and Key Performance Indicators" for further
information.

Adjusted net earnings increased 13.3% period over period to reach $64.7 million – see “Non-GAAP Financial Measures and Key Performance Indicators” for more information.

Adjusted net income margin decreased 1.6% period-over-period from 18.3% to 16.7%
- see "Non-GAAP Financial Measures and Key Performance Indicators" for further
information.

Adjusted diluted earnings per share was $0.24 for the three months ended March
31, 2021-see "Non-GAAP Financial Measures and Key Performance Indicators" for
further information.


                      Components of Results of Operations

Revenue

Net commissions and fees

Net commissions and fees are derived primarily by commissions from our three
Specialties and are paid for our role as an intermediary in facilitating the
placement of coverage in the insurance distribution chain. Net commissions and
fees are generally calculated as a percentage of the total insurance policy
premium placed, but we also receive supplemental commissions based on the volume
placed or profitability of a book of business. We share a portion of these
commissions with the retail insurance broker and recognize revenue on a net
basis. Additionally, carriers may also pay us a contingent commission or
volume-based commission, both of which represent forms of contingent or
supplemental consideration associated with the placement of coverage and are
based primarily on underwriting results, but may also contain considerations for
only volume, growth and/or retention. Although we have compensation arrangements
called contingent commissions in all three Specialties that are based on the
underwriting performance, we do not take any direct insurance risk other than
through our equity method investment in Geneva Re through Ryan Investment
Holdings, LLC ("RIH"). We also receive loss mitigation and other fees, some of
which are not dependent on the placement of a risk.

In our Wholesale Brokerage and Binding Authority Specialties, we generally work
with retail insurance brokers to secure insurance coverage for their clients,
who are the ultimate insured party. Our Wholesale Brokerage and Binding
Authority Specialties generate revenues through commissions and fees, as well as
through supplemental commissions, which may be contingent commissions or
volume-based commissions, from clients. Commission rates and fees vary depending
upon several factors, which may include the amount of premium, the type of
insurance coverage provided, the particular services provided to a client or
carrier, and the capacity in which we act. Payment terms are consistent with
current industry practice.

In our Underwriting Management Specialty, we generally work with retail
insurance brokers and often other wholesale brokers to secure insurance coverage
for the ultimate insured party. Our Underwriting Management Specialty generates
revenues through commissions and fees and through contingent commissions from
clients. Commission rates and fees vary depending upon several factors including
the premium, the type of coverage, and additional services provided to the
client. Payment terms are consistent with current industry practice.

Trust investment income

Fiduciary investment income consists of interest earned on insurance premiums
and surplus lines taxes that are held in a fiduciary capacity, in cash and cash
equivalents, until disbursed.

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Expenses

Compensation and Benefits

Compensation and benefits is our largest expense. It consists of (i) salary,
incentives and benefits paid and payable to employees, and commissions paid and
payable to our producers; and (ii) equity-based compensation associated with the
grants of awards to employees executive officers and directors. We operate in
competitive markets for human capital and we need to maintain competitive
compensation levels in order to maintain and grow our talent base.

General and administrative

General and administrative expense includes travel and entertainment expenses,
office expenses, accounting, legal, insurance and other professional fees, and
other costs associated with our operations. Our occupancy-related costs and
professional services expenses, in particular, generally increase or decrease in
relative proportion to the number of our employees and the overall size and
scale of our business operations.

Amortization

Amortization expense consists primarily of amortization related to intangible assets that we have acquired through our acquisitions. Intangible assets include customer relationships, trade names and internally developed software.

Interest expense, net

Interest expense, net, includes interest payable on debt, notional interest on finance leases and contingent consideration, as well as amortization of deferred debt issue costs.

Other non-operating losses

In 2022 Other non-operating loss includes a charge related to the change in the
TRA liability caused by a change in our blended state tax rates. In 2021 Other
non-operating loss includes the change in fair value of the embedded derivatives
on the Redeemable Preferred Units. This change in fair value is due to the
occurrence of a Realization Event in the third quarter of 2021, which was
defined as a Qualified Public Offering or a Sale Transaction in the Onex
Purchase Agreement. It also includes the expense associated with the
extinguishment of a portion of our deferred debt issuance costs on the term debt
in the first quarter of 2021.

Income tax expense (benefit)

Income tax expense (benefit) includes tax on the Company's allocable share of
any net taxable income from RSG LLC, from certain state and local jurisdictions
that impose taxes on partnerships, as well as earnings from our foreign
subsidiaries and C-Corporations subject to entity level taxation.

Non-controlling interest

For the periods presented prior to March 31, 2021, our financial statements
include the non-controlling interest related to the net income attributable to
Ryan Re. Post-IPO, we report a non-controlling interest based on the LLC Common
Units not owned by the Company. Net income (loss) and Other comprehensive income
(loss) is attributed to the non-controlling interests based on the weighted
average LLC Common Units outstanding during the period and is presented on the
Consolidated Statements of Income. Refer to Note 10, Stockholders' and Members'
Equity of the unaudited quarterly consolidated financial statements for more
information.

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                             Results of Operations

Below is a table summarizing the financial results and non-GAAP measures that we believe are relevant to our business operations:

                                        Three Months Ended March 31,                   Change
(in thousands, except percentages
and per share data)                       2022                 2021               $              %
Revenue
Net commissions and fees             $      386,681       $      311,344      $   75,337          24.2 %
Fiduciary investment income                     209                  114              95          83.3
Total revenue                        $      386,890       $      311,458      $   75,432          24.2 %
Expenses
Compensation and benefits                   274,274              214,486          59,788          27.9
General and administrative                   42,361               27,545          14,816          53.8
Amortization                                 26,663               27,794          (1,131 )        (4.1 )
Depreciation                                  1,211                1,200              11           0.9
Change in contingent consideration           (1,008 )                590          (1,598 )      (270.8 )
Total operating expenses             $      343,501       $      271,615      $   71,886          26.5 %
Operating income                     $       43,389       $       39,843      $    3,546           8.9 %
Interest expense, net                        21,752               20,045           1,707           8.5
(Income) loss from equity method
investment in related party                     543                  (81 )           624        (770.4 )
Other non-operating loss                      7,521               21,446         (13,925 )       (64.9 )
Income (loss) before income taxes    $       13,573       $       (1,567 )    $   15,140        (966.2 )%
Income tax expense (benefit)                 (4,503 )              2,234          (6,737 )      (301.6 )
Net income (loss)                    $       18,076       $       (3,801 )    $   21,877        (575.6 )%
GAAP financial measures
Revenue                              $      386,890       $      311,458      $   75,432          24.2 %
Compensation and benefits                   274,274              214,486          59,788          27.9
General and administrative                   42,361               27,545          14,816          53.8
Net Income (loss)                    $       18,076       $       (3,801 )    $   21,877        (575.6 )%
Compensation and benefits expense
ratio                                          70.9 %               68.9 %
General and administrative expense
ratio                                          10.9 %                8.8 %
Net income (loss) margin                        4.7 %               (1.2 )%
Earnings per share                   $         0.07
Diluted earnings per share           $         0.06



                                          Three Months Ended March 31,                  Change
(in thousands, except percentages
and per share data)                         2022                 2021              $              %
Non-GAAP financial measures*
Organic revenue growth rate                      20.1 %               18.4 %
Adjusted compensation and benefits
expense                                $      241,331       $      192,367     $   48,964          25.5 %
Adjusted compensation and benefits
expense ratio                                    62.4 %               61.8 %
Adjusted general and administrative
expense                                $       38,296       $       24,687     $   13,609          55.1 %
Adjusted general and administrative
expense ratio                                     9.9 %                7.9 %
Adjusted EBITDAC                       $      107,263       $       94,404     $   12,859          13.6 %
Adjusted EBITDAC margin                          27.7 %               30.3 %
Adjusted net income                    $       64,732       $       57,130     $    7,602          13.3 %
Adjusted net income margin                       16.7 %               18.3 %

Adjusted diluted earnings per share $0.24


* These measures are Non-GAAP. Please refer to the section entitled "Non-GAAP
Financial Measures and Key Performance Indicators" below for definitions and
reconciliations to the most directly comparable GAAP measure.

          Comparison of the Three Months Ended March 31, 2022 and 2021

Revenue

Net commissions and fees

Net commissions and fees increased by $75.3 million or 24.2% from $311.3 million
to $386.7 million for the three months ended March 31, 2022 as compared to the
same period in the prior year. The two main drivers of the revenue increase are
3.4% growth from the Keystone and Crouse acquisitions and 20.1% of organic
revenue growth.

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                                              Three Months Ended March 31,
                                                    % of                      % of
(in thousands, except percentages)     2022         total        2021         total             Change
Wholesale Brokerage                  $ 244,827        63.3 %   $ 191,124        61.4 %   $ 53,703        28.1 %
Binding Authorities                     62,993        16.3        55,045        17.7        7,948        14.4
Underwriting Management                 78,861        20.4        65,175        20.9       13,686        21.0
Total net commissions and fees       $ 386,681                 $ 311,344                 $ 75,337        24.2 %


Wholesale Brokerage net commissions and fees increased by $53.7 million or 28.1%
period-over-period, primarily due to strong organic growth within this specialty
for the quarter as well as contributions from the Crouse acquisition.

Binding Authority net commissions and fees increased by $7.9 million or 14.4%
period-over-period, primarily due to strong organic growth within the specialty
for the quarter as well as contributions from the Crouse acquisition.

Net subscription management fees and expenses increased by $13.7 million or 21.0% period-over-period, primarily due to strong organic growth within the specialty for the quarter as well as contributions from the Keystone acquisition.

The following table presents our revenues by type of commissions and fees:

                                          Three Months Ended March 31,
(in thousands, except                           % of                      % of
percentages)                       2022         total        2021         total             Change
Net commissions and policy       $ 359,602        93.0 %   $ 290,808        93.4 %   $ 68,794        23.7 %
fees
Supplemental and contingent         20,098         5.1        15,519         5.0        4,579        29.5
commissions
Loss mitigation and other fees       6,981         1.8         5,017         1.6        1,964        39.1
Total net commissions and fees   $ 386,681                 $ 311,344        

$75,337 24.2%


Net commissions and policy fees grew 23.7%, slightly lower than the overall net
commissions and fee revenue growth of 24.2% for the three months ended March 31,
2022 as compared to the same period in the prior year. The main drivers of this
growth continue to be the acquisition of new business and expansion of ongoing
client relationships in response to the increasing demand for new, complex E&S
products as well as the inflow of risks from the admitted market into the E&S
market. In aggregate, we experienced stable commission rates period over period.

Additional and contingent commissions increased 29.5% period over period, due to the performance of the risks placed on eligible business.

Loss mitigation and other fees grew 39.1% period-over-period primarily due to
captive management and other risk management service fees from the placement of
alternative risk insurance solutions in 2022.

Expenses

Benefits and compensation

Compensation and benefits expense increased by $59.8 million or 27.9% of
$214.5 million for $274.3 million for the three months ended March 31, 2022
compared to the same period in 2021. The main drivers of this increase are:

Increased commissions $24.4 million or 26.6% period-over-period, due to the 24.2% increase in total net commissions and fees discussed above;

A $16.4 million increase from Initial public offering related compensation
expense, which reflects charges associated with both the revaluation of existing
equity grants at the time of our IPO as well as expense related to the new
awards issued in connection with the IPO. The expense associated with both the
revaluation of existing awards as well as the issuance of new equity awards both
directly relate to the Organizational Transactions and IPO, however amounts
related to each will continue to be expensed over future periods as the
underlying awards vest;

The remaining $19.0 million period-over-period increase was driven by (i) the
addition of 294 employees compared to the same period prior year and (ii) growth
in the business. Overall headcount increased to 3,632 full-time employees as of
March 31, 2022 from 3,338 as of March 31, 2021.

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The increase in Compensation and benefits expense was partially offset by $6.2
million of net savings related to the Restructuring Plan, which represents
approximately $6.4 million of work-force related savings less one-time
work-force related expense of $0.2 million for the three months ended March 31,
2022 (see "Significant Events and Transactions-2020 Restructuring Plan" for
further information).

The net impact of revenue growth and the above factors caused the compensation and benefits expense ratio to increase by 2.0% from 68.9% to 70.9% on a period to another.

We expect to continue to experience a general increase in commissions, salaries, incentives and benefits expenses commensurate with the expected growth in our business volume, revenue and workforce.

General and administrative

General and administrative expense increased by $14.8 million or 53.8% from
$27.5 million to $42.4 million for the three months ended March 31, 2022 as
compared to the same period in the prior year. A main driver of this increase
was $5.6 million of increased travel and entertainment expense as travel
restrictions associated with the pandemic began to lift compared to the same
period in 2021. Insurance expense contributed $2.2 million to the
period-over-period increase due to increased costs associated with being a
public company. Lastly, we recognized an additional $2.2 million of
Restructuring costs within General and administrative expense for the three
months ended March 31, 2022 compared to the same period in the prior year. The
remaining increase of $4.8 million was driven by growth in the business. Such
expenses incurred to accommodate both organic and inorganic revenue growth
include IT, occupancy, and professional services. The net impact of revenue
growth and the factors listed above resulted in General and administrative
expense ratio increase of 2.1% from 8.8% to 10.9% period-over-period.

Amortization

Amortization expense decreased by $1.1 million or (4.1)% from $27.8 million to
$26.7 million for the three months ended March 31, 2022 compared to the same
period in the prior year. The main driver for the decrease is certain previously
acquired intangible assets became fully amortized. Our intangible assets
decreased by $29.2 million when comparing the balance as of March 31, 2022 to
the balance as of March 31, 2021.

Interest expense, net

Interest expense, net increased $1.7 million or 8.5% from $20.0 million to $21.8
million for the three months ended March 31, 2022 compared to the same period in
the prior year. The main driver of the change in Interest expense, net for the
three months ended March 31, 2022 was the issuance of $400.0 million of senior
secured notes on February 3, 2022. On April 7, 2022 the Company entered into an
interest rate cap agreement to manage its exposure to interest rate fluctuations
related to the Company's Term Loan for an upfront cost of $25.5 million. The
interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and
terminates on December 31, 2025. For the twelve months ended December 31, 2022
we expect to incur approximately $4.0 million of Interest expense associated
with the upfront cost amortization of the cap. For the twelve months ended
December 31, 2023, 2024, and 2025 we expect to incur approximately $7.0 million
of Interest expense related to the cap.

Other non-operating losses

Other non-operating loss decreased by $13.9 million to $7.5 million for the
three months ended March 31, 2022 as compared to a loss of $21.4 million in the
same period in the prior year. For the three months ended March 31, 2022 Other
non-operating loss includes a $7.7 million charge related to the change in the
TRA liability caused by a change in our blended state tax rates. For the three
months ended March 31, 2021 Other non-operating loss includes a $12.6 million
change in the fair value of the embedded derivatives of our Redeemable Preferred
Units as well as $8.6 million of debt issuance costs written off due to the
extinguishment of a portion of the term debt in connection with a repricing.

income before taxes

Due to the above factors, profit (loss) before income taxes increased $15.2 million from ($1.6) million for $13.6 million for the three months ended March 31, 2022 compared to the same period of the previous year.

Income tax expense (benefit)

Income tax expense (benefit) decreased $6.7 million from $2.2 million to $(4.5)
million for the three months ended March 31, 2022 as compared to the same period
in the prior year. An increase in the Company's state tax rate resulted in a tax
benefit recognized in the current period related to the increase in our Deferred
tax assets.

                                       40
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Net profit (net loss)

Net profit (loss) increased $21.9 million from a loss of $3.8 million at a profit of $18.1 million for the three months ended March 31, 2022 compared to the same period last year due to the factors described above.

           Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of our business, we use non-GAAP financial measures
that are derived from our consolidated financial information, but which are not
presented in our consolidated financial statements prepared in accordance with
GAAP. We consider these non-GAAP financial measures to be useful metrics for
management and investors to facilitate operating performance comparisons from
period to period by excluding potential differences caused by variations in
capital structures, tax positions, depreciation, amortization and certain other
items that we believe are not representative of our core business. We use the
following non-GAAP measures for business planning purposes, in measuring our
performance relative to that of our competitors, to help investors to understand
the nature of our growth, and to enable investors to evaluate the run-rate
performance of the Company. Non-GAAP financial measures should be viewed as
supplementing, and not as an alternative or substitute for the consolidated
financial statements prepared and presented in accordance with GAAP. The
footnotes to the reconciliation tables below should be read in conjunction with
the unaudited consolidated quarterly financial statements. Industry peers may
provide similar supplemental information but may not define similarly-named
metrics in the same way we do and may not make identical adjustments.

Organic revenue growth rate

Organic revenue growth rate represents the percentage change in revenue, compared to the same period of the previous year, adjusted for revenue attributable to recent acquisitions during the first 12 months of Ryan Specialty ownership and other adjustments such as contingent commissions, fiduciary investment income and the impact of changes in exchange rates.

A reconciliation of Organic revenue growth rate to Total revenue growth rate,
the most directly comparable GAAP measure, for each of the periods indicated is
as follows (in percentages):


                                             Three Months Ended March 31,
                                             2022                   2021
Total revenue growth rate (GAAP) (1)              24.2 %                  49.6 %
Less: Mergers and acquisitions (2)                (3.4 )                 (31.3 )
Change in other (3)                               (0.7 )                   

0.1

Organic revenue growth rate (Non-GAAP)            20.1 %                  

18.4%

(1)

March 31, 2022 revenue of $386.9 million less March 31, 2021 revenue of $311.5
million is a $75.4 million period-over-period change. The change, $75.4 million,
divided by the March 31, 2021 revenue of $311.5 million is a total revenue
change of 24.2%. March 31, 2021 revenue of $311.5 million less March 31, 2020
revenue of $208.2 million is a $103.3 million period-over-period change. The
change, $103.3 million, divided by the March 31, 2020 revenue of $208.2 million
is a total revenue change of 49.6%. See "Comparison of the Three Months Ended
March 31, 2022 and 2021" for further details.

(2)

The mergers and acquisitions adjustment excludes net commission and fee income generated during the first 12 months following an acquisition. The total adjustment for the three months ended March 31, 2022 and three months ended
March 31, 2021 been $10.6 million and $65.3 millionrespectively.

(3)

Other adjustments exclude period-to-period changes in contingent commissions, income from fiduciary investments and foreign exchange rates. The total adjustment for the three months ended March 31, 2022 and three months ended
March 31, 2021 been ($2.2) million and $0.2 millionrespectively.

Adjusted compensation and benefits expense and adjusted compensation and benefits expense ratio

We define Adjusted compensation and benefits expense as Compensation and
benefits expense adjusted to reflect items such as (i) equity-based
compensation, (ii) acquisition and restructuring related compensation expense,
and (iii) other exceptional or non-recurring items, as applicable. The most
comparable GAAP financial metric is Compensation and benefits expense. Adjusted
compensation and benefits expense ratio is defined as Adjusted compensation and
benefits expense as a percentage of Total revenue. The most comparable GAAP
financial metric is Compensation and benefits expense ratio.

                                       41
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A reconciliation of adjusted compensation and benefits expense and adjusted compensation and benefits expense ratio to adjusted compensation and benefits expense and compensation and benefits expense ratio, The most directly comparable GAAP measures, for each of the periods indicated, are as follows:

                                                          Three Months Ended March 31,
(in thousands, except percentages)                          2022            

2021

Total revenue                                          $      386,890       $      311,458
Compensation and benefits expense                      $      274,274       $      214,486
Acquisition-related expense                                       (58 )                  -
Acquisition related long-term incentive compensation           (7,697 )             (9,422 )
Restructuring and related expense                                (158 )             (6,189 )
Amortization and expense related to discontinued               (1,782 )             (2,078 )
prepaid incentives
Equity-based compensation                                      (6,804 )             (4,430 )
Initial public offering related expense                       (16,444 )                  -

Adjusted compensation and benefits (1) $241,331 $192,367
Compensation and benefits expense ratio

                          70.9 %               68.9 %
Adjusted compensation and benefits expense ratio                 62.4 %     

61.8%

(1)

Adjustments to Compensation and benefits expense are described in the footnotes
of the reconciliation of Adjusted EBITDAC to Net income in "Adjusted EBITDAC and
Adjusted EBITDAC Margin".

Adjusted general and administrative expenses and adjusted general and administrative expense ratio

We define Adjusted general and administrative expense as General and
administrative expense adjusted to reflect items such as (i) acquisition and
restructuring general and administrative related expense, and (ii) other
exceptional or non-recurring items, as applicable. The most comparable GAAP
financial metric is General and administrative expense. Adjusted general and
administrative expense ratio is defined as Adjusted general and administrative
expense as a percentage of Total revenue. The most comparable GAAP financial
metric is General and administrative expense ratio.

A reconciliation of Adjusted general and administrative expense and Adjusted
general and administrative expense ratio to General and administrative expense
and General and administrative expense ratio, the most directly comparable GAAP
measures, for each of the periods indicated is as follows:

                                                          Three Months Ended March 31,
(in thousands, except percentages)                          2022            

2021

Total revenue                                          $      386,890       $      311,458
General and administrative expense                     $       42,361       $       27,545
Acquisition-related expense                                      (451 )             (1,714 )
Restructuring and related expense                              (2,966 )               (809 )
Other non-recurring expense                                         -                 (335 )
Initial public offering related expense                          (648 )                  -

General and administrative expenses adjusted (1) $38,296 $24,687
General and administrative expense ratio

                         10.9 %                8.8 %
Adjusted general and administrative expense ratio                 9.9 %                7.9 %


(1)

Adjustments to General and administrative expense are described in the footnotes
of the reconciliation of Adjusted EBITDAC to Net income in "Adjusted EBITDAC and
Adjusted EBITDAC Margin".

Adjusted EBITDAC and Adjusted EBITDAC margin

We define Adjusted EBITDAC as Net income before interest expense, net, income
tax expense (benefit), depreciation, amortization, and change in contingent
consideration, adjusted to reflect items such as (i) equity-based compensation,
(ii) acquisition and restructuring related expenses, and (iii) other exceptional
or non-recurring items, as applicable. Total revenue less Adjusted compensation
and benefits expense and Adjusted general and administrative expense is
equivalent to Adjusted EBITDAC. The most directly comparable GAAP financial
metric is Net income. Adjusted EBITDAC margin is defined as Adjusted EBITDAC as
a percentage of Total revenue. The most comparable GAAP financial metric is Net
income margin. These measures start with

                                       42
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consolidated Net income and do not deduct earnings related to the
non-controlling interest in Ryan Re for the period of time prior to March 31,
2021 when we did not own 100% of the business or the non-controlling interest
attributed to the retained ownership of RSG LLC.

A reconciliation of Adjusted EBITDAC and Adjusted EBITDAC margin to Net income
and Net income margin, the most directly comparable GAAP measures, for each of
the periods indicated is as follows:

                                                          Three Months Ended March 31,
(in thousands, except percentages)                          2022                 2021
Total revenue                                          $      386,890       $      311,458
Net income (loss)                                      $       18,076       $       (3,801 )
Interest expense, net                                          21,752               20,045
Income tax expense (benefit)                                   (4,503 )              2,234
Depreciation                                                    1,211                1,200
Amortization                                                   26,663               27,794
Change in contingent consideration                             (1,008 )                590
EBITDAC                                                $       62,191       $       48,062
Acquisition-related expense (1)                                   509       

1,714

Acquisition related long-term incentive compensation            7,697       

9,422

(2)

Restructuring and related expense (3)                           3,124       

6,998

Amortization and expense related to discontinued                1,782       

2,078

prepaid incentives (4)
Other non-operating loss (income) (5)                           7,521       

21,446

Equity-based compensation (6)                                   6,804       

4,430

Other non-recurring expense (7)                                     -                  335
IPO related expenses (8)                                       17,092                    -
(Income) from equity method investments in related                543                  (81 )
party
Adjusted EBITDAC (9)                                   $      107,263       $       94,404
Net income (loss) margin (10)                                     4.7 %               (1.2 )%
Adjusted EBITDAC margin                                          27.7 %               30.3 %


(1)
Acquisition-related expense includes diligence, transaction-related and
integration costs. Compensation and benefits expenses were $0.1 million for the
three months ended March 31, 2022, while General and administrative expenses
contributed to $0.5 million and $1.7 million of the acquisition-related expense
for the three months ended March 31, 2022 and 2021, respectively.

(2)

Acquisition-related long-term incentive compensation is derived from long-term incentive plans associated with acquisitions.

(3)

Restructuring and related expense consists of compensation and benefits of $0.2
million and $6.2 million for the three months ended March 31, 2022 and 2021,
respectively, and General and administrative costs including occupancy and
professional services fees of $3.0 million and $0.8 million for the three months
ended March 31, 2022 and 2021, respectively, related to the Restructuring Plan.
The compensation and benefits expense includes severance as well as employment
costs related to services rendered between the notification and termination
dates. See "Note 5, Restructuring" of the unaudited quarterly consolidated
financial statements for further discussion. The remaining costs that preceded
the Restructuring Plan were associated with organizational design, other
severance and non-recurring lease costs.

(4)

Amortization and expense related to discontinued prepaid incentive programs -
see "Note 14. Employee Benefit Plans, Prepaid and Long-Term Incentives" of the
unaudited quarterly consolidated financial statements for further discussion.

(5)

For the three months ended March 31, 2022, Other non-operating loss includes a
$7.7 million charge related to the change in the TRA liability caused by a
change in our blended state tax rates. For the three months ended March 31,
2021, Other non-operating loss (income) includes the change in fair value of the
embedded derivatives on the Redeemable Preferred Units. This change in fair
value of $12.6 million was due to the occurrence of a Realization Event in the
third quarter of 2021, which is defined as a Qualified Public Offering or a Sale
Transaction in the Onex Purchase Agreement. For the three months ended March 31,
2021, Other non-operating loss (income) also includes expense of $8.6 million
associated with the extinguishment of a portion of our deferred debt issuance
costs on the term debt.

(6)

Stock-based compensation reflects non-cash stock-based expenses.

                                       43
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(7)

Other non-recurring expense includes one-time impacts that do not reflect the
core performance of the business, including General and administrative expenses
of $0.3 million for the three months ended March 31, 2021. Other non-recurring
items include one-time professional services costs associated with term debt
repricing and one-time non-income tax charges and tax and accounting consultancy
costs associated with potential structure changes.

(8)

Initial public offering related expenses includes $0.6 million of General and
administrative expense associated with the preparations for Sarbanes-Oxley
compliance, tax and accounting advisory services on IPO-related structure
changes, and Compensation-related expense of $16.4 million for the three months
ended March 31, 2022 primarily related to the revaluation of existing equity
awards at IPO as well as expense for new awards issued at IPO.

(9)

Consolidated Adjusted EBITDAC does not reflect a deduction for Adjusted EBITDAC associated with the non-controlling interest in Ryan Re for the period prior to March 31, 2021 while we didn’t own 100% of Ryan Re.

(ten)

Net profit margin is net profit as a percentage of total revenue.

Adjusted net profit and adjusted net profit margin

We define Adjusted net income as tax-effected earnings before amortization and
certain items of income and expense, gains and losses, equity-based
compensation, acquisition related long-term incentive compensation,
acquisition-related expenses, costs associated with the IPO and certain
exceptional or non-recurring items. The most comparable GAAP financial metric is
Net income. Adjusted net income margin is calculated as Adjusted net income as a
percentage of Total revenue. The most comparable GAAP financial metric is Net
income margin. These measures start with consolidated Net income and do not
deduct earnings related to the non-controlling interest in Ryan Re for the
period of time prior to March 31, 2021 when we did not own 100% of the business
or the non-controlling interest attributed to the retained ownership of RSG LLC.

Following the IPO the Company is subject to United States federal income taxes,
in addition to state, local, and foreign taxes, with respect to our allocable
share of any net taxable income of RSG LLC. For comparability purposes, this
calculation incorporates the impact of federal and state statutory tax rates on
100% of our adjusted pre-tax income as if the Company owned 100% of RSG LLC.

A reconciliation of Adjusted net income and Adjusted net income margin to Net
income and Net income margin, the most directly comparable GAAP measures, for
each of the periods indicated is as follows:

                                                          Three Months Ended March 31,
(in thousands, except percentages)                          2022                 2021
Total revenue                                          $      386,890       $      311,458
Net income (loss)                                      $       18,076       $       (3,801 )
Income tax expense (benefit)                                   (4,503 )              2,234
Amortization                                                   26,663               27,794
Amortization of deferred issuance costs (1)                     2,811       

3,015

Change in contingent consideration                             (1,008 )                590
Acquisition-related expense (2)                                   509       

1,714

Acquisition related long-term incentive compensation            7,697       

9,422

(3)

Restructuring and related expense (4)                           3,124       

6,998

Amortization and expense related to discontinued                1,782       

2,078

prepaid incentives (5)
Other non-operating loss (income) (6)                           7,521       

21,446

Equity-based compensation (7)                                   6,804       

4,430

Other non-recurring expense (8)                                     -                  335
IPO related expenses (9)                                       17,092                    -
(Income) / loss from equity method investments in                 543                  (81 )
related party
Adjusted income before income taxes                    $       87,111       $       76,174
Adjusted tax expense (10)                                     (22,379 )            (19,044 )
Adjusted net income                                    $       64,732       $       57,130
Net income (loss) margin (11)                                     4.7 %               (1.2 )%
Adjusted net income margin                                       16.7 %               18.3 %


(1)

Interest expense, net, includes the amortization of deferred debt issuance costs.

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(2)

Acquisition-related expense includes diligence, transaction-related and
integration costs. Compensation and benefits expenses were $0.1 million for the
three months ended March 31, 2022, while General and administrative expenses
contributed to $0.5 million and $1.7 million of the acquisition-related expense
for the three months ended March 31, 2022 and 2021, respectively.

(3)

Acquisition-related long-term incentive compensation is derived from long-term incentive plans associated with acquisitions.

(4)

Restructuring and related expense consists of compensation and benefits of $0.2
million and $6.2 million for the three months ended March 31, 2022 and 2021,
respectively, and General and administrative costs including occupancy and
professional services fees of $3.0 million and $0.8 million for the three months
ended March 31, 2022 and 2021, respectively, related to the Restructuring Plan.
The compensation and benefits expense includes severance as well as employment
costs related to services rendered between the notification and termination
dates. See "Note 5, Restructuring" of the unaudited quarterly consolidated
financial statements for further discussion. The remaining costs that preceded
the Restructuring Plan were associated with organizational design, other
severance and non-recurring lease costs.

(5)

Amortization and expense related to discontinued prepaid incentive programs -
see "Note 14. Employee Benefit Plans, Prepaid and Long-Term Incentives" of the
unaudited quarterly consolidated financial statements for further discussion.

(6)

For the three months ended March 31, 2022, Other non-operating loss includes a
$7.7 million charge related to the change in the TRA liability caused by a
change in our blended state tax rates. For the three months ended March 31, 2021
Other non-operating loss (income) includes the change in fair value of the
embedded derivatives on the Redeemable Preferred Units. This change in fair
value of $12.6 million was due to the occurrence of a Realization Event in the
third quarter of 2021, which is defined as a Qualified Public Offering or a Sale
Transaction in the Onex Purchase Agreement. For the three months ended March 31,
2021, Other non-operating loss (income) also includes expense of $8.6 million
associated with the extinguishment of a portion of our deferred debt issuance
costs on the term debt.

(7)

Stock-based compensation reflects non-cash stock-based expenses.

(8)

Other non-recurring expense includes one-time impacts that do not reflect the
core performance of the business, including General and administrative expenses
of $0.3 million for the three months ended March 31, 2021. Other non-recurring
items include one-time professional services costs associated with term debt
repricing and one-time non-income tax charges and tax and accounting consultancy
costs associated with potential structure changes.

(9)

Initial public offering related expenses includes $0.6 million of General and
administrative expense associated with the preparations for Sarbanes-Oxley
compliance, tax and accounting advisory services on IPO-related structure
changes, and Compensation-related expense of $16.4 million for the three months
ended March 31, 2022 primarily related to the revaluation of existing equity
awards at IPO as well as expense for new awards issued at IPO.

(ten)

The Company is subject to United States federal income taxes, in addition to
state, local, and foreign taxes, with respect to our allocable share of any net
taxable income of RSG, LLC. For the three months ended March 31, 2022 this
calculation of adjusted tax expense is based on a federal statutory rate of 21%
and a combined state income tax rate net of federal benefits of 4.69% on 100% of
our adjusted income before income taxes as if the Company owned 100% of RSG,
LLC. For the three months ended March 31, 2021 this calculation of adjusted tax
expense is based on a federal statutory rate of 21% and a combined state income
tax rate net of federal benefits of 4.00% on 100% of our adjusted income before
income taxes as if the Company owned 100% of RSG, LLC.

(11)

Net profit margin is net profit as a percentage of total revenue.

Adjusted diluted earnings per share

We define Adjusted diluted earnings per share as Adjusted net income divided by
diluted shares outstanding after adjusting for the effect of the exchange of
100% of the outstanding LLC Common Units (together with the shares of Class B
common stock) into shares of Class A common stock and the effect of unvested
equity awards. The most directly comparable GAAP financial metric is diluted
earnings per share.


                                       45
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A reconciliation of Adjusted diluted earnings per share to Diluted earnings per
share, the most directly comparable GAAP measure, for each of the periods
indicated is as follows:

                                                               Three Months Ended March 31, 2022

                                       Less: Net
                                        income
                                     attributed to                                                            Plus:
                                    dilutive awards        Plus: Net income                                 Dilutive
                                          and               attributed to          Plus: Adjustments        impact of          Adjusted
(in thousands,                       substantively         non-controlling          to Adjusted net         unvested            diluted
except per share                     vested shares            interests                  income           equity awards      earnings per
data)                U.S. GAAP            (1)                    (2)                      (3)                  (4)               share
Numerator:
Net income
attributable
to Class A common
shareholders-
diluted              $   15,215              (8,304 )                  
11,165     $           46,656     $           -     $        64,732
Denominator:
Weighted-average
shares
of Class A common
stock
outstanding-
diluted                 264,121                   -                          -                      -             5,632             269,753
Net income per
share of Class A
common stock-
diluted              $     0.06     $         (0.03 )   $                 0.04     $             0.18     $       (0.01 )   $          0.24


(1)

Adjustment removes the impact of Net income attributed to dilutive awards and
substantively vested RSUs to arrive at Net income (loss) attributable to RSGHI.
See "Note 12, Earnings Per Share" of the unaudited quarterly consolidated
financial statements.

(2)

For comparability purposes, this calculation incorporates the net income (loss)
that would be outstanding if all LLC Common Units (together with shares of Class
B common stock) were exchanged for shares of Class A common stock. The 143,423
weighted average outstanding LLC Common Units were considered dilutive for the
three months ended March 31, 2022 and included in the 264,121 of
Weighted-average shares outstanding within Diluted EPS. See "Note 12, Earnings
Per Share" of the unaudited quarterly consolidated financial statements.

(3)

The adjustments to adjusted net earnings are described in the footnotes to the reconciliation of adjusted net earnings and net earnings in “Adjusted net earnings and adjusted net earnings margin”.

(4)

For comparability purposes and to be consistent with the treatment of the
adjustments to arrive at Adjusted net income, the dilutive effect of unvested
equity awards is calculated using the treasury stock method as if the weighted
average unrecognized cost associated with the awards was $0 over the period,
less any unvested equity awards determined to be dilutive within the Diluted
earnings per share calculation disclosed in "Note 12, Earnings Per Share" of the
unaudited quarterly consolidated financial statements.

                        Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows
to meet the cash requirements of its business operations. We believe that the
balance sheet and strong cash flow profile of the business provides adequate
liquidity. The primary sources of liquidity are Cash and cash equivalents on the
Consolidated Balance Sheets, cash flows provided by operations and debt capacity
available under our Revolving Credit Facility, Term Loan, and Senior Secured
Notes (together "Credit Facility"). The primary uses of liquidity are operating
expenses, seasonal working capital needs, business combinations, capital
expenditures, obligations under the TRA, taxes, and distributions to LLC
Unitholders. We believe that cash and cash equivalents, cash flows from
operations and amounts available under our Credit Facility will be sufficient to
meet the liquidity needs, including principal and interest payments on debt
obligations, capital expenditures, and anticipated working capital requirements,
for the next 12 months and beyond. Our future capital requirements will depend
on many factors including continuance of historical working capital levels and
capital expenditure needs, investment in de novo offerings, and the flow of
deals in our merger and acquisition program.

We may be required to seek additional equity or debt financing. In the event
that additional financing is required from outside sources, we may not be able
to raise it on terms acceptable to us or at all. If we are unable to raise
additional capital or generate cash flows necessary to expand our operations,
this could reduce our ability to compete successfully and harm the results of
our operations.

Cash on the Consolidated Balance Sheets includes funds available for general
corporate purposes. Fiduciary cash and receivables cannot be used for general
corporate purposes. Insurance premiums, claims, and surplus lines taxes are held
in a fiduciary capacity and the obligation to remit these funds is recorded as
Fiduciary liabilities in the Consolidated Balance Sheets. We will recognize
fiduciary

                                       46
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amounts due to others as fiduciary liabilities and fiduciary amounts collectible
and held on behalf of others, including insurance carriers, other insurance
intermediaries, surplus lines taxing authorities, clients, and insurance policy
holders, as Fiduciary cash and receivables in the Consolidated Balance Sheets.

In our capacity as an insurance broker or agent, we collect premiums from
insureds and, after deducting our commission, remit the premiums to the
respective insurance markets and carriers. We also collect claims prefunding or
refunds from carriers on behalf of insureds, which are then returned to the
insureds and surplus lines taxes, which are then remitted to surplus lines
taxing authorities. Insurance premiums, claim funds, and surplus lines taxes are
held in a fiduciary capacity. The levels of Fiduciary cash and receivables and
Fiduciary liabilities can fluctuate significantly depending on when we collect
the premiums, claims prefunding, and refunds, make payments to markets,
carriers, surplus lines taxing authorities, and insureds, and collect funds from
clients and make payments on their behalf, and upon the impact of foreign
currency movements. Fiduciary cash, because of its nature, is generally invested
in very liquid securities with a focus on preservation of principal. To minimize
investment risk, we and our subsidiaries maintain cash holdings pursuant to an
investment policy which contemplates all relevant rules established by states
with regard to fiduciary cash and is approved by our Board of Directors. The
policy requires broad diversification of holdings across a variety of
counterparties utilizing limits set by our Board of Directors, primarily based
on credit rating and type of investment. Fiduciary cash and receivables included
cash of $674.6 million and $520.6 million as of March 31, 2022 and 2021,
respectively, and fiduciary receivables of $1,449.1 million and $1,285.5 million
as of March 31, 2022 and 2021, respectively. While we earn investment income on
fiduciary cash held in cash and investments, the fiduciary cash may not be used
for general corporate purposes. Of the $706.2 million of Cash and cash
equivalents on the Consolidated Balance Sheets as of March 31, 2022, $164.2
million is held in fiduciary accounts representing collected revenue and is
available to be transferred to operating accounts and used for general corporate
purposes.

Credit Facilities

We expect to have sufficient financial resources to meet our business
requirements in the next 12 months. Although cash from operations is expected to
be sufficient to service our activities, including servicing our debt and
contractual obligations, and finance capital expenditures, we have the ability
to borrow under our Credit Facility to accommodate any timing differences in
cash flows. Additionally, under current market conditions, we believe that we
could access capital markets to obtain debt financing for longer-term funding,
if needed.

On September 1, 2020, we entered into the Credit Agreement with leading
institutions, including JPMorgan Chase Bank, N.A., the Administrative Agent, for
Term Loan borrowings totaling $1,650.0 million and a Revolving Credit Facility
totaling $300.0 million, in connection with financing the All Risks Acquisition.
Borrowings under our Revolving Credit Facility are permitted to be drawn for our
working capital and other general corporate financing purposes and those of
certain of our subsidiaries. Borrowings under our Credit Agreement are
unconditionally guaranteed by various subsidiaries and are secured by a lien and
security interest in all of our assets. See "Note 9, Debt" in the notes to our
audited consolidated financial statements in this Annual Report for further
information regarding our debt arrangements.

On July 26, 2021, we entered into an amendment to our credit agreement, which
provided for an increase in the size of our Revolving Credit Facility from
$300.0 million to $600.0 million. Interest on the upsized Revolving Credit
Facility bears interest at LIBOR plus a margin that ranges from 2.50% to 3.00%,
based on the first lien net leverage ratio defined in our credit agreement. No
other significant terms under our credit agreement governing the Revolving
Credit Facility were changed in connection with such amendment.

On February 3, 2022, RSG LLC Posted $400.0 million senior secured notes. The notes bear an interest rate of 4.375% and will mature on February 1, 2030.

On April 29, 2022 the Company entered into the Fourth Amendment to the Credit
Agreement on its Term Loan and Revolving Credit Facility to transition its
Eurocurrency Rate (LIBOR) to a Benchmark Replacement of Adjusted Term SOFR plus
a Credit Spread Adjustment of 10 basis points, 15 basis points, or 25 basis
points for the one-month, three-month, or six-month borrowing periods,
respectively.

From March 31, 2022the interest rate on the term loan was LIBOR plus 3.00%, subject to a floor of 75 basis points.

As of March 31, 2022, we were in compliance with all of the covenants under our
credit agreement and there were no events of default for the three months ended
March 31, 2022.

See “Note 9, Debt” in the notes to our unaudited quarterly consolidated financial statements for further information regarding our debt arrangements.

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Agreement on tax claims

In connection with the Organizational Transactions and IPO, the Company entered
into a TRA with the LLC Unitholders and Onex. The TRA provides for the payment
by the Company to the current or former LLC Unitholders and Onex, collectively,
of 85% of the net cash savings, if any, in U.S. federal, state and local income
taxes that the Company realizes (or is deemed to realize in certain
circumstances) as a result of (i) certain increases in the tax basis of the
assets of RSG LLC and its subsidiaries resulting from purchases or exchanges of
LLC Common Units ("Exchange Tax Attributes"), (ii) certain tax attributes of RSG
LLC that primarily include amortizable tax attributes from asset acquisitions
("M&A Tax Attributes"), (iii) certain favorable "remedial" partnership tax
allocations to which the Company becomes entitled to (if any), and (iv) certain
other tax benefits related to the Company entering into the TRA, including tax
benefits attributable to payments that the Company makes under the TRA ("TRA
Payment Tax Attributes"). The Company recognizes a liability on the Consolidated
Balance Sheets based on the undiscounted estimated future payments under the
TRA.

Due to the uncertainty of various factors, we cannot precisely quantify the
likely tax benefits we will realize as a result of the LLC Common Unit exchanges
and the resulting amounts we are likely to pay out to LLC Unitholders and Onex
pursuant to the TRA; however, we estimate that such tax benefits and the related
TRA payments may be substantial. Assuming no changes in the relevant tax law,
and that we earn sufficient taxable income to realize all cash tax savings that
are subject to the TRA, we expect future payments under the TRA will be $280.7
million in aggregate. Future payments in respect to subsequent exchanges would
be in addition to these amounts and are expected to be substantial. The
foregoing amounts are merely estimates and the actual payments could differ
materially. In the event of an early termination of the TRA, either at the
Company's election or due to a change of control, the Company is required to pay
to each holder of the TRA an early termination payment equal to the discounted
present value of all unpaid TRA Payments. The Company has not made and is not
likely to make an election for an early termination. We expect to fund future
TRA payments with tax distributions from RSG LLC that come from cash on hand and
cash generated from operations.

                                        Exchange Tax         M&A Tax         TRA Payment Tax
(in thousands)                         Attributes (1)     Attributes (2)     Attributes (3)       TRA Liabilities
Balance at December 31, 2021           $      136,704     $       83,389     $        52,007     $         272,100
Exchange of LLC Common Units                      592                 96                 192                   880
Remeasurement - change in state rate            3,102              1,892               2,724                 7,718
Payments                                            -                  -                   -                     -
Balance at March 31, 2022              $      140,398     $       85,377     $        54,923     $         280,698


The total estimated tax savings expected from each of the tax attributes associated with the TRA is (1) the exchange tax attributes of $165.2 million(2) Tax attributes of mergers and acquisitions of $100.4 millionand (3) TRA Payment Tax Attributes of $64.6 million. The Company will retain the benefit of 15% of these cash savings.

Comparison of cash flows for the three months ended March 31, 2022 and 2021

Cash and cash equivalents increased $547.2 million from $159.2 million at March
31, 2021 to $706.4 million at March 31, 2022. A summary of our cash flows
provided by and used for continuing operations from operating, investing, and
financing activities is as follows:

Cash flow from operating activities

Net cash provided by operating activities during the three months ended March
31, 2022 increased $9.3 million from the three months ended March 31, 2021 to
$(65.5) million. This amount represents net income reported, as adjusted for
amortization and depreciation, prepaid and deferred equity compensation expense,
as well as the change in commission and fees receivable, accrued compensation
and other current and noncurrent assets and liabilities. Net income increased
$21.9 million during the three months ended March 31, 2022 and was offset by a
decrease in the change in Other current assets and accrued liabilities driven by
increased commission payments to producers period-over-period.

Cash flow from investing activities

Cash flows used for investing activities during the three months ended March 31,
2022 were $2.7 million, a decrease of $0.5 million compared to the $2.2 million
of cash flows used for investing activities during the three months ended March
31, 2021. The main driver of the cash flows used for investing activities in the
three months ended March 31, 2022 was $2.2 million of capital expenditures as
well as $0.5 million of prepaid incentives, compared to $2.2 million of capital
expenditures in the three months ended March 31, 2021.

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Cash flow from financing activities

Cash flows provided by financing activities during the three months ended March
31, 2022 were $308.7 million, an increase of $446.9 million compared to cash
flows used by financing activities of $138.2 million during the three months
ended March 31, 2021. The main drivers of cash flows provided by financing
activities during the three months ended March 31, 2022 was the Bond issuance of
$394.0 million, offset by the net change in fiduciary liabilities of $79.2
million, the repayment of term debt of $4.1 million, and debt issuance costs of
$1.8 million. The main drivers of cash flows used by financing activities during
the three months ended March 31, 2021 were $62.0 million of net change in
fiduciary liabilities, the purchase of the remaining interest in Ryan Re of
$47.5 million, cash distributions to certain pre-IPO unitholders of $23.2
million, and deferred offering costs and debt issuance costs paid of $5.3
million.

                    Contractual Obligations and Commitments

Our principal commitments consist of contractual obligations in connection with
investing and operating activities. These obligations are described within "Note
8, Leases" and "Note 9, Debt" in the notes to our unaudited consolidated
financial statements and provide further description on provisions that create,
increase or accelerate obligations, or other pertinent data to the extent
necessary for an understanding of the timing and amount of the specified
contractual obligations.

Within "Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives" in
the notes to our unaudited consolidated financial statements we discuss various
long-term incentive compensation agreements and their impact. These agreements
are typically associated with an acquisition. Below we have outlined the
liabilities accrued as of March 31, 2022, the projected future expense, and the
projected timing of future cash outflows associated with these arrangements.

      Long-term Incentive Compensation Agreements
(in thousands)                          March 31, 2022
Current accrued compensation           $          5,378
Non-current accrued compensation                    146
Total liability                        $          5,524
Projected future expense                            596

Total projected future cash outflows $6,120

            Projected Future Cash Outflows
(in thousands)
2022                                   $          5,338
2023                                                  -
2024                                                  -
2025                                                  -
Thereafter                             $            782


Within "Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives" in
the notes to our unaudited consolidated financial statements we discuss the All
Risks Long-Term Incentive Plans and their impact. Below we have outlined the
liabilities accrued as of March 31, 2022, the projected future expense, and the
projected timing of future cash outflows associated with these arrangements.

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          All Risks Long-Term Incentive Plan
(in thousands)                          March 31, 2022
Current accrued compensation           $         94,997
Non-current accrued compensation                      -
Total liability                        $         94,997
Projected future expense                         12,717

Total projected future cash outflows $107,714

            Projected Future Cash Outflows
(in thousands)
2022                                   $        107,714
2023                                                  -
2024                                                  -
2025                                                  -
Thereafter                             $              -


Within "Note 4, Merger and Acquisition Activity" in the notes to our unaudited
consolidated financial statements we discuss various contingent consideration
arrangements and their impact. Below we have outlined the liabilities accrued as
of March 31, 2022, the projected future expense, and the projected timing of
future cash outflows associated with these contingent consideration agreements.

                     Contingent Consideration
(in thousands)                                     March 31, 2022

Current accounts payable and accrued liabilities $15,155
Other non-current liabilities

                               26,262
Total liability                                    $        41,417
Projected future expense                                     4,058
Total projected future cash outflows               $        45,475

                  Projected Future Cash Outflows
(in thousands)
2022                                               $        14,637
2023                                                         6,067
2024                                                             -
2025                                                        24,771
Thereafter                                         $             -


For further discussion, see "Note 4, Merger and Acquisition Activity", "Note 8,
Leases", "Note 9, Debt", "Note 14, Employee Benefit Plans, Prepaid and Long-Term
Incentives", and "Note 17, Commitments and Contingencies" of the notes to our
unaudited consolidated financial statements.

                   Critical Accounting Policies and Estimates

The methods, assumptions, and estimates that we use in applying the accounting
policies may require us to apply judgments regarding matters that are inherently
uncertain. We consider an accounting policy to be a critical estimate if: (i)
the Company must make assumptions that were uncertain when the judgment was
made, and (ii) changes in the estimate assumptions or selection of a different
estimate methodology, could have a significant impact on our financial position
and the results that our will report in the consolidated financial statements.
While we believe that the estimates, assumptions, and judgments are reasonable,
they are based on information available when the estimate was made. The
accounting policies that we believe reflect our more significant estimates,
judgments and assumptions that are most critical to understanding and evaluating
our reported financial results are: revenue recognition, fair value, and
goodwill and intangibles.

Our critical accounting policies are described under the heading "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies" in the Annual Report on Form 10-K for
the year ended December 31, 2021 filed with the SEC on March 16, 2022.
Additionally, the changes to our critical accounting policies and estimates
disclosed in the Annual

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Report on Form 10-K for the year ended December 31, 2021 are included in "Note
2, Significant Accounting Policies", to our unaudited consolidated financial
statements.

                        Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently
issued accounting standards not yet adopted, see "Note 2, Significant Accounting
Policies" in the notes to our unaudited consolidated financial statements.

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