Brown & Brown
Annual Report 2019

Plain-text annual report

Built To Last B r o w n & B r o w n , I n c . 2 0 1 9 A n n u a l R e p o r t | 2019 Annual Report A Forever Company Customer-Focused Solutions With more than 80 years of proven success, we continue to grow and thrive in the extremely competitive and constantly changing insurance industry. Brown & Brown is one of the largest and most respected insurance brokerages in the world. We provide risk management solutions through our subsidiaries to help protect and preserve what our customers value most. Our four business segments offer a wide-range of insurance solutions and services for businesses, government institutions, professional organizations, trade associations, families, and individuals. Our Culture A Meritocracy We have a strong, deeply rooted cultural foundation, built on integrity, innovation, superior capabilities, and discipline. The Cheetah Since our beginning, we have known that doing what is best for our customers requires constant persistence. The cheetah, which represents vision, swiftness, strength, and agility, has served as a symbol for Brown & Brown since the 1980s. Customer Focused Helping to protect what our customers value most is a driving principle of our Company culture. We understand that the only constant is change. Our team looks ahead for opportunities to best serve our customers in a complex, ever-changing industry. We operate as a meritocracy, meaning we promote and reward individual initiative. We are focused on recruiting and developing teammates who demonstrate a proactive and entrepreneurial spirit, enabling them to succeed in our organization. A Culture of Caring We have a long-standing history of dedication to the people and communities we serve. With more than 10,000 teammates in over 300 locations, we regularly demonstrate our Culture of Caring by supporting the local communities in which we live, work, and play. We are proud to feature Brown & Brown teammates throughout this Annual Report. 02 366473(3) Brown & Brown AR.indd 1 3/20/20 12:14 PM Retail From large multinational organizations to small businesses and personal insurance, our Retail Segment develops comprehensive insurance solutions to meet the needs of our customers. We also offer non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. Our customers’ exposures are unique and deserve equally unique options that provide appropriate coverage to reduce their risk. Wholesale Brokerage network of companies offering excess and surplus lines coverages. We offer a distinct value proposition to retail partners through our deep knowledge and well- established relationships with insurance companies that are often unavailable on a direct basis. Customer-Focused Solutions Brown & Brown is one of the largest and most respected insurance brokerages in the world. We provide risk management solutions through our subsidiaries to help protect and preserve what our customers value most. Our four business segments offer a wide-range of insurance solutions and services for businesses, government institutions, professional organizations, trade associations, families, and individuals. Retail National Programs From large multinational organizations to small businesses and personal insurance, our Retail Segment develops comprehensive insurance solutions to meet the needs of our customers. We also offer non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. Our customers’ exposures are unique and deserve equally unique options that provide appropriate coverage to reduce their risk. Teams within our National Programs Segment specialize in the development and management of cutting-edge insurance products and programs, often designed for niche, underserved markets. We offer program management and expertise for insurance carrier partners across numerous lines of business. Wholesale Brokerage Services Our Wholesale Brokerage Segment specializes in placing unique and complex accounts across an extensive network of companies offering excess and surplus lines coverages. We offer a distinct value proposition to retail partners through our deep knowledge and well- established relationships with insurance companies that are often unavailable on a direct basis. Our Services Segment partners with insurance companies and self-insured entities to provide third-party claims administration and ancillary services. Our expertise across diverse lines of business includes claims management for workers’ compensation, professional liability, auto, general liability, Medicare Set-Aside, and Social Security disability insurance advocacy. T R O P E R L A U N N A 9 1 0 2 1 Our Footprint Retail 57% of total annual revenues Canada Retail offices; additional locations in Grand Cayman & Bermuda National Programs offices; additional locations in Canada Wholesale Brokerage offices; additional locations in London, England Services offices 2 National Programs 22% of total annual revenues Hawaiian Islands London, England Services 8% of total annual revenues Wholesale Brokerage 13% of total annual revenues Bermuda Grand Cayman T R O P E R L A U N N A 9 1 0 2 3 A Message from Our CEO We are building something special—a customer-focused team that is committed to growing profitably and having fun along the way. J. POWELL BROWN 2019 was a great year for Brown & Brown. We grew our total revenues 18.8% to $2.4 billion, and our net income increased 15.8% to $399 million. These results included 3.6% Organic Revenue1 growth and $678 million of net cash provided by operating activities, an increase of 19.5% over 2018. And, importantly, we grew our team to more than 10,000 teammates and expanded our capabilities to deliver solutions for our customers. We are building something special—a customer-focused team that is committed to growing profitably and having fun along the way. We foster a creative, collaborative environment where our leaders make decisions that help customers and teammates alike. Nearly a quarter of our company is owned by our teammates, which drives our ownership culture. Our teammates and our strong culture enable us to deliver for our shareholders. We compare ourselves to a competitive athletic team—keenly focused on goals and results. We are always thinking about how to be the best business partners for our customers and how to bring them new innovative solutions. We often talk about the three most important things in our lives: health, family, and Brown & Brown. Ultimately, if you don’t have your health, then you can’t spend time with your family, friends, and other loved ones the way you want to, and it can inhibit your ability to be your best for our customers. Health encompasses physical, mental, spiritual, and financial health. We encourage our teammates to get some type of regular physical exercise and believe people with purpose are happier in their lives. The ability to create wealth and own “a piece of the Brown & Brown rock” is a cornerstone of our culture. In addition, being a part of the Brown & Brown team gives all teammates the opportunity—and I might say the obligation—to give back to the communities where they live and work. One area I am passionate about is mental health. I feel strongly about the importance of mental wellness, not only for our teammates and their families, but also for the broader population. In an attempt to raise awareness and funds for mental health, I was a member of an eight-person cycling team that participated in Race Across America (RAAM) in June 2019. RAAM was a 3,063-mile race from Oceanside, California to Annapolis, Maryland. We were fortunate to complete the event in six days, 13 hours, and 11 minutes, averaging 19.53 mph, with no crashes or accidents. In the end, we raised over $1 million for Skyland Trail (skylandtrail.org) to help build an adolescent care facility in Atlanta, Georgia for the treatment of anxiety, depression, bipolar, and obsessive-compulsive disorders in adolescents ages 14 to 17. On the business front, three of our four segments, which account for over 90% of our total revenues, met or exceeded our expectations in 2019. Retail, our largest business, grew its total revenues by 31.1% and its Organic Revenue by 4.7%. We also expanded our capabilities to serve new and existing customers, which included the creation of “Brown & Brown Dealer Services,” which helps dealerships with service contracts and innovative risk solutions. National Programs grew its total revenues by 4.8% and its Organic Revenue by 3% for the year. This performance was from a number of our programs that grew during the past year due to new business, product mix, and 1 Organic Revenue growth is a non-GAAP financial measure and is referenced to provide an additional meaningful method of evaluating our operating performance from period to period on a basis that may not be otherwise on a GAAP basis. For other information concerning Organic Revenue growth and to a reconciliation to the most closely comparable GAAP measure, refer to pages 22 and 78 of this Annual Report, respectively. 4 P E R F O R M A N C E F O R O U R I N V E S T O R S A N D S H A R E H O L D E R S $100 invested in Brown & Brown stock in 1993 when we began our journey as a public company would be worth $4,815 as of December 31, 2019. capacity constraints in the marketplace. We are excited that in January 2020, we completed our first international acquisition for National Programs by entering the Canadian marketplace. Wholesale Brokerage grew its total revenues by 8.0% and its Organic Revenue by 7.4%, marking the eighth consecutive year our Wholesale Brokerage Segment has grown its Organic Revenue by more than 4%. Finally, our Services Segment’s total revenues increased by 2.4%, and its Organic Revenue declined by 6.3% due to lower claims from weather events and the finalization of claims processing for a Social Security book of business. Overall, it was a great year for our company. $100 in 1993 At Brown & Brown, we think long term and not merely quarter-to-quarter. We think about next year, three years from now, five years from now, and beyond, with our focus on cash flows and how to invest them wisely. By operating this way, we have consistently outperformed the S&P 500 and the other publicly traded insurance brokers.2 While we are keenly aware that past performance does not predict future performance, in 2019 we delivered total shareholder returns of 44%, as compared to an average of 29% for the S&P 500 and 38% for the other publicly traded insurance brokers. This is a trend we demonstrated over the last five years, delivering total shareholder returns of almost 150% as compared to an average of 57% for the S&P 500 and 113% for the publicly traded insurance brokers. These results would not have been possible without our teammates, the commitment we have to our customers, and our unique company culture. We also deliver the highest cash flow from operations as a percentage of revenues of any of the publicly traded brokers, on average approximately 100% higher. We have been doing this for decades, even while growing the company significantly. We believe at the end of the day, growth of cash and conversion of revenues into available capital are key to driving shareholder value. to develop technologies that will enable our teammates to work more effectively and efficiently and thereby draw on the collective data and knowledge across our business to benefit our customers. Some of these advances will be made by utilizing existing technologies more efficiently, and others will be made by developing new technologies, whether internally or with partners. Our goal is to tap the best knowledge in the space $4,815 in 2019 Source: Factset to deliver innovative solutions for our customers—this is an exciting and necessary step toward the future of the insurance brokerage business. In 2019 was another good year, as we acquired 23 companies with approximately $105 million of annual revenues. Some were stand-alone offices with new capabilities, while others were fold-ins to existing offices. We remain focused on acquiring like- minded organizations that fit culturally and on terms that make sense financially. Finally, we know nothing succeeds like success and the only constant is change. There is a great sense of confidence and pride among our teammates as they work for our customers every day. We are a more collaborative team today than ever before, with our focus on the experience for our customers, teammates, and the quality of acquisitions that join us. This is only possible through efforts of our current teammates and those that will join us in the future. Simply stated, we strive to be a customer-centric solutions provider that allocates capital effectively. Thank you to all of our teammates, customers, carrier partners, and shareholders. The best is yet to come! Cheers, We strive to deliver consistent, high-quality solutions and service to our customers every time, and we seek to build business partnerships that value innovative ideas in managing their risks. To deliver better, faster solutions in the future, we are continuing J. POWELL BROWN, CPCU President & Chief Executive Officer 2 Other publicly traded insurance brokers include AON, Arther J. Gallagher, Marsh & Mccellan and Willis Towers Watson. T R O P E R L A U N N A 9 1 0 2 5 Our Performance 4000 T O T A L R E V E N U E S (DOLLARS IN MILLIONS) 2 0 1 9 R E V E N U E B Y S E G M E N T (DOLLARS IN MILLIONS) 1,661 1,767 1,881 2,392 2,014 1,367 194 310 518 2015 2016 2017 2018 2019 Services Wholesale Brokerage National Programs Retail E B I T D A C 1 (DOLLARS IN MILLIONS) E B I T D A C M A R G I N 1 (PERCENTAGE) 553 580 605 615 717 33.3 32.8 32.2 30.6 30.0 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 D I V I D E N D S P E R S H A R E (DOLLARS) 0.23 0.25 0.28 0.31 0.33 2015 2016 2017 2018 2019 0 800 0 0.4 0.0 1 6 EBITDAC and EBITDAC Margin are non-GAAP financial measures and are referenced to provide additional meaningful methods of evaluating our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. For other information concerning EBITDAC and EBITDAC Margin and reconciliations to the most closely comparable GAAP measures, refer to pages 22, 30, and 78 of this Annual Report. Uses of Capital Our disciplined capital allocation strategy is based on the philosophy of investing to optimize returns and minimize debt. We strategically deploy capital to invest internally, acquire firms and books of business, and return capital to shareholders while maintaining a conservative debt profile. 2 0 1 9 U S E S O F C A S H 13% Capital Expenditures 64% Acquisitions 7% Share Repurchases 16% Dividends Acquisitions As part of our clearly defined growth strategy, we maintain a disciplined focus on acquiring businesses that fit culturally and remain prepared to deploy our capital when terms make sense financially. In 2019, we acquired businesses with approximately $105 million in annual revenue and added 400 talented teammates through acquisitions. $105M Revenue 23 Agency Acquisitions 2 0 1 9 A C Q U I R E D A N N U A L R E V E N U E 2 0 1 9 S T A N D - A L O N E A C Q U I S I T I O N S 9% Services 2% Wholesale Brokerage • CKP Insurance • Cossio Insurance Agency • Innovative Risk Solutions • Izzo Insurance Services • MEDVAL • Poole Professional Companies • Twinbrook Insurance Agency • United Development Systems • VGW Insurance • Yozell Associates 89% Retail T R O P E R L A U N N A 9 1 0 2 7 The Power of BE BE Customer Focused BE Smart BE Clear BE A Winner BE Gritty BE Trustworthy BE A Mentor BE The Link BE A Talent Magnet BE A Futurist Build strong relationships. Make decisions that propel us forward. Use a concise message that resonates. Consistently achieve results. Have courage and determination. Build trust through authenticity. Support growth and development. Create teammate connections and energy. Attract the brightest and best talent. Create innovative ways to be successful. Who We Are We look for driven, disciplined teammates who embrace our unique culture and demonstrate the qualities that we refer to as The Power of BE. Our BEs are a set of powerful behaviors, skills, and characteristics that create a link between what we do as a company and how we do it–our cultural DNA. 80+ years of proven success Dogged Discipline We understand that the only constant is change, and our disciplined team is dedicated to looking ahead for opportunities to best serve our customers in an ever-changing industry. We value and encourage an entrepreneurial spirit, empowering teammates to do what it takes to provide best-in-class customer service and solutions. 60%+ teammate shareholders Ownership Mindset We strive to provide multiple opportunities for teammates to share in the ownership of Brown & Brown, Inc. Teammates can obtain ownership and create personal wealth through our Employee Stock Purchase Plan (ESPP), our 401(k) Plan, and long-term equity grants. More than 60% of our teammates invest in our Company, establishing an ownership mindset that influences how we operate and the work we do for our customers. 8 300+ locations Local People. Powerful Solutions. As a decentralized sales and service organization, rigid rules and bureaucracy are minimized, leaving most decision-making power with local leaders. Decisions about the resources and solutions needed to best serve our customers generally remain at the local level, while still giving teammates direct access to the powerful resources, technology, data, carrier clout, and dynamic capabilities of a large, national brokerage. Our agility, persistence, and vision allow us to thrive in a competitive, fast-paced industry. 10,000+ teammates Teammate-Driven Success Every winning team thrives on diversity of talent, experience, and character. Our continued success depends on the effective recruitment and enhancement of the most qualified teammates—those with grit, focus, and drive. When our talented team works together, we demonstrate The Power of WE, setting us apart from our competitors. T R O P E R L A U N N A 9 1 0 2 95% teammates say we are a great place to work Health, Family, Business We are proud that 95% of our teammates say that Brown & Brown is a Great Place to Work®. The personal health and well-being of our teammates and their families come first. We believe that when we, as an organization, value and support these priorities, we cultivate a productive, engaged team and our Company will continue to thrive. The Brown & Brown Disaster Relief Foundation was established to help our own team and others within our communities who are impacted by natural disasters and emergency hardship. Being a Brown & Brown teammate means stepping up to help others in times of need. 9 Our History 1939 Humble Beginnings Adrian Brown partners with his cousin, Charles “Cov” Owen, to open Brown & Owen, an insurance agency in Daytona Beach, Florida. 1961 Under New Ownership Hyatt Brown buys the agency, and his vision for the company begins to take shape. 1930 1940 1950 1960 1970 1980 1990 2000 2010 1959 Joining the Family Business Adrian Brown’s son, Hyatt, graduates from the University of Florida and returns home to help run the family business. Using his college connections, Hyatt helps land the contract for the University of Florida’s student accident insurance. 1972 A History of Public Service Hyatt enters politics as a part of the Florida House and is elected Speaker of the Florida House of Representatives in 1978. 10 Our History 1930 1940 1950 1960 1970 1980 1990 2000 2010 1980 The Future Takes Shape The Company reorganizes to adopt a decentralized structure and continues to grow through acquisition. 2012 $1 Billion and Counting Hyatt rings the opening bell to commemorate $1 billion in annual revenue. 1993 Brown & Brown Merges with Poe & Associates The U.S. Securities and Exchange Commission approves the merger with Poe & Associates, which ultimately becomes Brown & Brown, Inc. (NYSE: BRO). 2009 Powell Brown Takes the Reins Powell becomes the third generation of the family to lead the organization. Hyatt retires, but continues serving as Chairman of the Board. 2017 Plans for New Headquarters Announced Senior leaders announce plans to build a state-of-the-art campus in downtown Daytona Beach, Florida. T R O P E R L A U N N A 9 1 0 2 11 What We Do Retail Our Retail Segment has office locations in the following states and is licensed to do business in all others. • Arizona • Arkansas • California • Colorado • Connecticut • Delaware • Florida • Georgia • Hawaii • Illinois • Indiana • Iowa • Kansas • Kentucky • Louisiana • Maryland • Massachusetts • Michigan • Minnesota • Mississippi • Missouri • Nevada • New Hampshire • New Jersey • New Mexico • New York • Ohio • Oklahoma • Oregon • Pennsylvania • Rhode Island • South Carolina • Tennessee • Texas • Utah • Vermont • Virginia • Washington • Wisconsin Outside U.S.: • Bermuda • Cayman Islands Find your solution at bbinsurance.com/locations. In 2019, our Retail Segment delivered Organic Revenue1 growth of 4.7%. S E G M E N T T O T A L R E V E N U E S (DOLLARS IN MILLIONS) 870 917 943 1,043 C O N T R I B U T I O N T O T O T A L R E V E N U E C O N T R I B U T I O N T O T O T A L E B I T D A C 1 1,367 57% 53% 2015 2016 2017 2018 2019 1 Organic Revenue growth and EBITDAC are non-GAAP financial measures and are referenced to provide additional meaningful methods of evaluating 12 our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. For other information concerning Organic Revenue growth and EBITDAC and reconciliations to the most closely comparable GAAP measures, refer to pages 22, 29-30, and 78 of this Annual Report. National Programs Our National Programs Segment includes the following businesses: • American Specialty • Arrowhead General Insurance Agency • Automotive Aftermarket • Bellingham Underwriters • CalSurance Associates • Clear Risk Solutions • Florida Intracoastal Underwriters • Health Special Risk • Irving Weber Associates • Lawyer’s Protector Plan • Optometric Protector Plan • Parcel Insurance Plan • Physicians Protector Plan • Proctor Financial • Professional Protector Plan • Professional Risk Specialty Group • Professional Services Plans • Public Risk Underwriters of Illinois, Indiana, New Jersey & Florida • Sigma Underwriting Managers • Special Risk Insurance for Dentists Managers • TitlePac • Wright Flood • Wright Public Entity • Wright Specialty Find your solution at bbinsurance.com/locations. T R O P E R L A U N N A 9 1 0 2 In 2019, our National Programs Segment delivered Organic Revenue1 growth of 3.0%. S E G M E N T T O T A L R E V E N U E S (DOLLARS IN MILLIONS) 429 449 480 494 518 C O N T R I B U T I O N T O T O T A L R E V E N U E C O N T R I B U T I O N T O T O T A L E B I T D A C 1 22% 27% 2015 2016 2017 2018 2019 1 Organic Revenue growth and EBITDAC are non-GAAP financial measures and are referenced to provide additional meaningful methods of evaluating our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. For other information concerning Organic Revenue growth and EBITDAC and reconciliations to the most closely comparable GAAP measures, refer to pages 22, 29-30, and 78 of this Annual Report. 13 Wholesale Brokerage Our Wholesale Brokerage Segment includes the following businesses: • APEX Insurance Services • Big Sky Underwriters • Braishfield Associates • Bridge Specialty Underwriting • Combined Group Insurance Services • Decus Insurance Brokers • ECC Insurance Brokers • Graham Rogers • Halcyon Underwriters • Hull & Company • Izzo Insurance Services • MacDuff Underwriters • Morstan General Agency • National Risk Solutions • Peachtree Special Risk Brokers • Procor Solutions • Public Risk Underwriters of Texas • Texas Security General Insurance Agency • Texas All Risk Find your solution at bbinsurance.com/locations. In 2019, our Wholesale Brokerage Segment delivered Organic Revenue1 growth of 7.4%. S E G M E N T T O T A L R E V E N U E S (DOLLARS IN MILLIONS) C O N T R I B U T I O N T O T O T A L R E V E N U E C O N T R I B U T I O N T O T O T A L E B I T D A C 1 13% 14% 217 243 272 287 310 2015 2016 2017 2018 2019 1 Organic Revenue growth and EBITDAC are non-GAAP financial measures and are referenced to provide additional meaningful methods of evaluating 14 our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. For other information concerning Organic Revenue growth and EBITDAC and reconciliations to the most closely comparable GAAP measures, refer to pages 22, 29-30, and 78 of this Annual Report. Services Our Services Segment includes the following businesses: • The Advocator Group • American Claims Management • ICA • MEDVAL • NuQuest • Preferred Governmental Claim Solutions • Professional Disability Associates • Protect Professionals Claims Management • USIS Find your solution at bbinsurance.com/locations. T R O P E R L A U N N A 9 1 0 2 In 2019, our Services Segment delivered Organic Revenue1 growth of (6.3)%. S E G M E N T T O T A L R E V E N U E S (DOLLARS IN MILLIONS) C O N T R I B U T I O N T O T O T A L R E V E N U E C O N T R I B U T I O N T O T O T A L E B I T D A C 1 8% 6% 145 156 165 189 194 2015 2016 2017 2018 2019 1 Organic Revenue growth and EBITDAC are non-GAAP financial measures and are referenced to provide additional meaningful methods of evaluating our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. For other information concerning Organic Revenue growth and EBITDAC and reconciliations to the most closely comparable GAAP measures, refer to pages 22, 29-30, and 78 of this Annual Report. 15 Our Leadership Team J. POWELL BROWN, CPCU President & Chief Executive Officer R. ANDREW WATTS Executive Vice President, Chief Financial Officer & Treasurer P. BARRETT BROWN Executive Vice President & President—Retail Segment RICHARD A. FREEBOURN, SR., CPCU, CIC Senior Vice President ROBERT W. LLOYD, ESQ., CPCU, CIC Executive Vice President, General Counsel & Secretary J. SCOTT PENNY, CIC Executive Vice President & Chief Acquisitions Officer ANTHONY T. STRIANESE Executive Vice President & President—Wholesale Brokerage Segment CHRIS L. WALKER Executive Vice President & President—National Programs Segment J. NEAL ABERNATHY Senior Vice President JOHN R. BERNER Senior Vice President SAM R. BOONE, JR. Senior Vice President STEVE M. BOYD Senior Vice President— Technology, Innovation & Digital Strategy KATHY H. COLANGELO, CIC, ASLI Senior Vice President 16 MICHAEL J. EGAN Senior Vice President & Regional President— Retail Segment JOHN M. ESPOSITO Senior Vice President & Regional President— Retail Segment JOSEPH S. FAILLA Senior Vice President JAMES C. HAYS Vice Chairman THOMAS K. HUVAL, CIC Senior Vice President & Regional President— Retail Segment MICHAEL L. KEEBY, CIC Senior Vice President & Regional President— Retail Segment RICHARD A. KNUDSON, CIC Senior Vice President & Regional President— Retail Segment DONALD M. MCGOWAN, JR. Senior Vice President & Regional President—Retail Segment PAUL F. ROGERS Senior Vice President & Regional President—Retail Segment H. VAUGHN STOLL Senior Vice President Our Board of Directors Left to Right: SAMUEL P. BELL, III, ESQ. Former Of Counsel Buchanan Ingersoll & Rooney PC Committees: Audit, Nominating/ Corporate Governance JAMES S. HUNT Former Executive Vice President & Chief Financial Officer, Walt Disney Parks and Resorts Worldwide Committees: Acquisition, Audit (Chair) THEODORE J. HOEPNER Former Vice Chairman, SunTrust Bank, Inc. and SunTrust Bank Holding Company Committees: Audit, Nominating/ Corporate Governance BRADLEY CURREY, JR. Former Chairman & Chief Executive Officer, Rock-Tenn Company Committees: Acquisition, Compensation CHILTON D. VARNER, ESQ. Senior Counsel, King & Spalding LLP Committees: Compensation, Nominating/Corporate Governance WENDELL S. REILLY Managing Partner, Grapevine Partners, LLC & Lead Independent Director of Brown & Brown, Inc. Committees: Compensation (Chair), Nominating/Corporate Governance J. HYATT BROWN, CPCU, CLU Chairman, Brown & Brown, Inc. J. POWELL BROWN, CPCU President & Chief Executive Officer, Brown & Brown, Inc. TONI JENNINGS Chairman, Jack Jennings & Sons; Former Lieutenant Governor, State of Florida Committees: Compensation, Nominating/Corporate Governance H. PALMER PROCTOR, JR. Chief Executive Officer/Director, Ameris Bancorp and Chief Executive Officer, Ameris Bank Committees: Nominating/Corporate Governance (Chair) HUGH M. BROWN Founder and former President & Chief Executive Officer, BAMSI, Inc. Committees: Acquisition, Compensation TIMOTHY R. M. MAIN Global Head of Financial Institutions Group, Barclays Plc Committee: Acquisition (Chair) JAMES C. HAYS Vice Chairman, Brown & Brown, Inc. Committee: Acquisition LAWRENCE L. GELLERSTEDT III Chairman of the Board & Chief Executive Officer, Cousins Properties Incorporated Committees: Acquisition, Audit T R O P E R L A U N N A 9 1 0 2 17 Our Culture of Caring Serving People & Communities for 80 Years Since our beginning, Brown & Brown has demonstrated a Culture of Caring through dedication to the people and communities we serve. With more than 10,000 teammates in over 300 locations, we actively support nearly 1,000 organizations in the many local communities in which we live, work, and play. Servant leadership helps to build a better organization, and our team is passionate about giving back to our communities and serving those in need through The Power of WE. 18 Disclosure Regarding Forward-Looking Statements Brown & Brown, Inc., together with its subsidiaries (collectively, “we,” “Brown & Brown” or the “Company”), makes “forward-looking statements” within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995, as amended, throughout this report and in the documents we incorporate by reference into this report. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this Annual Report and the reports, statements, information and announcements incorporated by reference into this report are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ materially from the forward-looking statements in this report include but are not limited to the following items, in addition to those matters described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”: • The inability to retain or hire qualified employees, as well as the loss of any of our executive officers or other key employees; • Acquisition-related risks that could negatively affect the success of our growth strategy, including the possibility that we may not be able to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our operations, and expand into new markets continuing; • A cybersecurity attack or any other interruption in information technology and/or data security and/or outsourcing relationships; • The requirement for additional resources and time to adequately respond to dynamics resulting from rapid technological change; • Changes in data privacy and protection laws and regulations or any failure to comply with such laws and regulations; • The loss of any of our insurance company relationships, which could result in additional expense and loss of market share; • Adverse economic conditions, natural disasters, or regulatory changes in states where we have a high concentration of our business; • The inability to maintain our culture or a change in management, management philosophy or our business strategy; • Risks facing us in our Services Segment, including our third-party claims administration operations, that are distinct from those we face in our insurance intermediary operations; • Our failure to comply with any covenants contained in our debt agreements; • The possibility that covenants in our debt agreements could prevent use from engaging in certain potentially beneficial activities; • Changes in estimates, judgments or assumptions used in the preparation of our financial statements; • Improper disclosure of confidential information; • The limitations of our system of disclosure and internal controls and procedures in preventing errors or fraud, or in informing management of all material information in a timely manner; • The potential adverse effect of certain actual or potential claims, regulatory actions or proceedings on our businesses, results of operations, financial condition or liquidity; • Changes in the U.S.-based credit markets that might adversely affect our results of operation and financial condition; • The significant control certain existing shareholders have over the Company; • Risk related to our international operations, which may require more time and expense than our domestic options to achieve or maintain profitability; • Risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income; • Disintermediation within the insurance industry, including increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets; • Changes in current U.S. economic conditions; • Effects related to pandemics, epidemics, or outbreaks of infectious diseases, including the coronavirus known as COVID-19; • Conditions that result in reduced insurer capacity; • Quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production; • The possibility that one of the financial institutions we use fails or is taken over by the U.S. Federal Deposit Insurance Corporation (FDIC); • Uncertainty in our business practices and compensation arrangements due to potential changes in regulations; • Regulatory changes that could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third parties; • Intangible asset risk, including the possibility that our goodwill may become impaired in the future; • A decrease in demand for liability insurance as a result of tort reform litigation; • Changes in our credit ratings; • Volatility in our stock price; and • Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (“SEC”) filings. Assumptions as to any of the foregoing and all statements are not based upon historical fact, but rather reflect our current expectations concerning future results and events. Forward-looking statements that we make or that are made by others on our behalf are based upon a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of their dates. We assume no obligation to update any of the forward-looking statements. T R O P E R L A U N N A 9 1 0 2 19 2019 Financial Review 21 39 40 41 42 43 78 79 83 Management’s Discussion and Analysis of Financial Condition and Results of Operations Consolidated Statements of Income Consolidated Balance Sheets Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements GAAP Reconciliation—Income Before Income Taxes to EBITDAC and Income Before Income Taxes Margin to EBITDAC Margin Report of Independent Registered Public Accounting Firm Management’s Report on Internal Control Over Financial Reporting 84 Performance Graph 20 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion should be read in conjunction with our Consolidated Financial Statements and the related Notes to those Financial Statements included elsewhere in this Annual Report on Form 10-K. In addition, please see “Information Regarding Non-GAAP Measures” below, regarding important information on non-GAAP financial measures contained in our discussion and analysis. We are a diversified insurance agency, wholesale brokerage, insurance programs and services organization headquartered in Daytona Beach, Florida. As an insurance intermediary, our principal sources of revenue are commissions paid by insurance companies and, to a lesser extent, fees paid directly by customers. Commission revenues generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control. We have increased revenues every year from 1993 to 2019, with the exception of 2009, when our revenues declined 1.0%. Our revenues grew from $95.6 million in 1993 to $2.4 billion in 2019, reflecting a compound annual growth rate of 13.2%. In the same 26-year period, we increased net income from $8.1 million to $398.5 million in 2019, a compound annual growth rate of 16.2%. The volume of business from new and existing customers, fluctuations in insurable exposure units, changes in premium rate levels, changes in general economic and competitive conditions, and the occurrence of catastrophic weather events all affect our revenues. For example, level rates of inflation or a general decline in economic activity could limit increases in the values of insurable exposure units. Conversely, increasing costs of litigation settlements and awards could cause some customers to seek higher levels of insurance coverage. Historically, our revenues have typically grown as a result of our focus on net new business growth and acquisitions. We foster a strong, decentralized sales and service culture that leverages the broad capabilities and scale of our organization, with the goal of consistent, sustained growth over the long term. The term “Organic Revenue,” a non-GAAP measure, is our core commissions and fees less: (i) the core commissions and fees earned for the first 12 months by newly acquired operations and (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period), and for the calculation of Organic Revenue growth in 2018 only (iii) the impact of the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and Accounting Standards Codification Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”) in order to be on a comparable basis with 2017. The term “core commissions and fees” excludes profit-sharing contingent commissions and guaranteed supplemental commissions, and therefore represents the revenues earned directly from specific insurance policies sold, and specific fee-based services rendered. “Organic Revenue” is reported in this manner in order to express the current year’s core commissions and fees on a comparable basis with the prior year’s core commissions and fees. The resulting net change reflects the aggregate changes attributable to: (i) net new and lost accounts, (ii) net changes in our customers’ exposure units, (iii) net changes in insurance premium rates or the commission rate paid to us by our carrier partners, and (iv) the net change in fees paid to us by our customers. Organic Revenue is reported in “Results of Operations” and in “Results of Operations - Segment Information” of this Annual Report. We also earn “profit-sharing contingent commissions,” which are commissions based primarily on underwriting results, but which may also reflect considerations for volume, growth and/or retention. These commissions, which are included in our commissions and fees in the Consolidated Statement of Income, are accrued throughout the year based on actual premiums written and are primarily received in the first and second quarters of each year, based upon the aforementioned considerations for the prior year(s). Prior to the adoption of the New Revenue Standard, these commissions were recorded to income when received. As a result of our adoption of the New Revenue Standard these commissions are now accrued based upon the placement of policies during the year and the expected payments to be received. Over the last three years, profit-sharing contingent commissions have averaged approximately 3.0% of commissions and fees revenue. T R O P E R L A U N N A 9 1 0 2 21 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Certain insurance companies offer guaranteed fixed-base agreements, referred to as “Guaranteed Supplemental Commissions” (“GSCs”) in lieu of profit-sharing contingent commissions. GSCs are accrued throughout the year based upon actual premiums written. For the year ended December 31, 2019, we had earned $23.1 million of GSCs, of which $12.7 million remained accrued at December 31, 2019, and most of this will be collected over the first and second quarters of 2020. For the years ended December 31, 2019, and 2018, we earned $23.1 million and $10.0 million, respectively, from GSCs. Combined, our profit-sharing contingent commissions and GSCs for the year ended December 31, 2019, increased by $16.4 million over 2018. The net increase of $16.4 million was mainly driven by: (i) a GSC of approximately $9 million recorded in the second quarter of 2019 for the National Programs Segment that will not recur in the future as the associated multi-year contract has ended and (ii) to a lesser extent growth associated with acquisitions completed over the last 12 months. Fee revenues primarily relate to services other than securing coverage for our customers, as well as fees negotiated in lieu of commissions, and are recognized as performance obligations are satisfied. Fee revenues have historically been generated primarily by: (1) our Services Segment, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-Aside services, Social Security disability and Medicare benefits advocacy services, and claims adjusting services; (2) our National Programs and Wholesale Brokerage Segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance companies; and (3) our Retail Segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, and in our automobile dealer services (“F&I”) businesses where we primarily earn fees for assisting our customers with selling warranty and service programs. Fee revenues as a percentage of our total commissions and fees, represented 27.1% in 2019 and 26.3% in 2018. For the years ended December 31, 2019 and 2018, our commissions and fees growth rate was 18.7% and 8.2%, respectively, and our consolidated Organic Revenue growth rate was 3.6% and 2.4%, respectively. In the event that the gradual increases in insurable exposure units that occurred in the past few years continues through 2020 and premium rate changes are similar with 2019, we believe we will continue to see positive quarterly Organic Revenue growth rates in 2020. Historically, investment income has consisted primarily of interest earnings on operating cash, and where permitted, on premiums and advance premiums collected and held in a fiduciary capacity before being remitted to insurance companies. Our policy is to invest available funds in high-quality, short-term fixed income investment securities. Investment income also includes gains and losses realized from the sale of investments. Other income primarily reflects legal settlements and other miscellaneous income. Income before income taxes for the year ended December 31, 2019, increased over 2018 by $63.5 million, primarily as a result of net new business and acquisitions completed since 2018 in addition to leveraging expenses, partially offset by additional interest expense and amortization associated with the acquisitions over the past two years, with the largest being our acquisition of The Hays Group, Inc. and certain of its affiliates (“Hays”). Information Regarding Non-GAAP Measures In the discussion and analysis of our results of operations, in addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), we provide references to the following non-GAAP financial measures as defined in Regulation G of SEC rules: Organic Revenue, Organic Revenue growth, EBITDAC and EBITDAC Margin. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our segments because they allow us to determine a more comparable, but non-GAAP, measurement of revenue growth and operating performance that is associated with the revenue sources that were a part of our business in both the current and prior year. We believe that Organic Revenue provides a meaningful representation of our operating performance and view Organic Revenue growth as an important indicator when assessing and evaluating the performance of our four segments. Organic Revenue can be expressed as a dollar amount or a percentage rate when describing Organic Revenue growth. We also use Organic Revenue growth and EBITDAC Margin for incentive compensation determinations for executive officers and other key employees. We view EBITDAC and EBITDAC Margin as important indicators of operating performance, because they allow us to determine more comparable, but non-GAAP, measurements of our operating margins in a meaningful and consistent manner by removing the significant non-cash items of depreciation, amortization and the change in estimated acquisition earn-out payables, and also interest expense and taxes, which are reflective of investment and financing activities, not operating performance. These measures are not in accordance with, or an alternative to the GAAP information provided in this Annual Report. We present such non-GAAP supplemental financial information because we believe such information is of interest to the investment community and because we believe they provide additional meaningful methods of evaluating certain 22 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) aspects of our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. We believe these non-GAAP financial measures improve the comparability of results between periods by eliminating the impact of certain items that have a high degree of variability. 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. This supplemental financial information should be considered in addition to, not in lieu of, our Consolidated Financial Statements. Tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Annual Report under “Results of Operation—Segment Information.” Acquisitions Part of our business strategy is to attract high-quality insurance intermediaries and service organizations to join our operations. From 1993 through the fourth quarter of 2019, we acquired 536 insurance intermediary operations, excluding acquired books of business (customer accounts). On November 15, 2018, we completed the acquisition of certain assets and assumption of certain liabilities of Hays. At closing, we delivered a payment of $705 million, consisting of $605 million in cash and the issuance to certain key owners of Hays of 3,376,103 shares of our common stock for a total value of $100.0 million. In addition, the Company may pay additional consideration to Hays in the form of earn-out payments in the aggregate amount of up to $25.0 million in cash over three years, which is subject to certain conditions and the successful achievement of average annual EBITDA targets for the acquired business during 2019, 2020 and 2021. This transaction was initially funded through utilization of the Company’s revolving line of credit within our credit facility, details of which can be found in “Management’s Discussion and Analysis of Financial Condition,” “Results of Operations” and Note 9 “Long-Term Debt” in the “Notes to Consolidated Financial Statements”. Critical Accounting Policies Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments who affect the reported amounts of assets, liabilities, revenues and expenses. We continually evaluate our estimates, which are based upon historical experience and on assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for our judgments about the recognition of revenues, expenses, carrying values of our assets and liabilities, of which values are not readily apparent from other sources. Actual results may differ from these estimates. We believe that of our significant accounting and reporting policies, the more critical policies include our accounting for revenue recognition, business combinations and purchase price allocations, intangible asset impairments, non-cash stock-based compensation and reserves for litigation. In particular, the accounting for these areas requires significant use of judgment to be made by management. Different assumptions in the application of these policies could result in material changes in our consolidated financial position or consolidated results of operations. Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” for a discussion of the impacts for adopting Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and No. 2016-02, “Leases (Topic 842)”. Revenue Recognition The majority of our revenue is commissions derived from our performance as agents and brokers, acting on behalf of insurance carriers to sell products to customers who are seeking to transfer risk, and conversely, acting on behalf of those customers in negotiating with insurance carriers seeking to acquire risk in exchange for premiums. In these arrangements our performance obligation is complete upon the effective date of the bound policy, as such, that is when the associated revenue is recognized. Where the Company’s performance obligations have been completed, but the final amount of compensation is unknown due to variable factors, we estimate the amount of such compensation. We recognize subsequent commission adjustments upon our receipt of additional information or final settlement, whichever occurs first. To a lesser extent, the Company earns revenues in the form of fees. Like commissions, fees paid to us in lieu of commission are recognized upon the effective date of the bound policy. When we are paid a fee for service, however, the associated revenue is recognized over a period of time that coincides with when the customer simultaneously receives and consumes the benefit of our work, which characterizes most of our claims processing arrangements and various services performed in our property and casualty, and employee benefits practices. Other fees are typically recognized upon the completion of the delivery of the agreed-upon services to the customer. T R O P E R L A U N N A 9 1 0 2 23 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Management determines a policy cancellation reserve based upon historical cancellation experience adjusted in accordance with known circumstances. Please see Note 2 “Revenues” in the “Notes to Consolidated Financial Statements” for additional information regarding the nature and timing of our revenues. Business Combinations and Purchase Price Allocations We have acquired significant intangible assets through acquisitions of businesses. These assets generally consist of purchased customer accounts, non-compete agreements, and the excess of purchase prices over the fair value of identifiable net assets acquired (goodwill). The determination of estimated useful lives and the allocation of purchase price to intangible assets requires significant judgment and affects the amount of future amortization and possible impairment charges. All of our business combinations initiated after June 30, 2001, have been accounted for using the acquisition method. In connection with these acquisitions, we record the estimated value of the net tangible assets purchased and the value of the identifiable intangible assets purchased, which typically consist of purchased customer accounts and non-compete agreements. Purchased customer accounts include the physical records and files obtained from acquired businesses that contain information about insurance policies, customers and other matters essential to policy renewals of delivery of services. However, they primarily represent the present value of the underlying cash flows expected to be received over the estimated future renewal periods of the insurance policies comprising those purchased customer accounts. The valuation of purchased customer accounts involves significant estimates and assumptions concerning matters such as cancellation frequency, expenses and discount rates. Any change in these assumptions could affect the carrying value of purchased customer accounts. Non-compete agreements are valued based upon their duration and any unique features of the particular agreements. Purchased customer accounts and non-compete agreements are amortized on a straight-line basis over the related estimated lives and contract periods, which range from three to 15 years. The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and intangible assets is assigned to goodwill and is not amortized. Acquisition purchase prices are typically based upon a multiple of average EBITDA, annual operating profit and/or core revenue earned over a one to three-year period within a minimum and maximum price range. The recorded purchase prices for all acquisitions include an estimation of the fair value of liabilities associated with any potential earn-out provisions, where an earn-out is part of the negotiated transaction. Subsequent changes in the fair value of earn-out obligations are recorded in the Consolidated Statement of Income when changes to the expected performance of the associated business are realized. The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions contained in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business, and this estimate reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These estimates are then discounted to a present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Intangible Assets Impairment Goodwill is subject to at least an annual assessment for impairment measured by a fair-value-based test. Amortizable intangible assets are amortized over their useful lives and are subject to an impairment review based upon an estimate of the undiscounted future cash flows resulting from the use of the assets. To determine if there is potential impairment of goodwill, we compare the fair value of each reporting unit with its carrying value. If the fair value of the reporting unit is less than its carrying value, an impairment loss would be recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. Fair value is estimated based upon multiples of earnings before interest, income taxes, depreciation, amortization and change in estimated acquisition earn-out payables (“EBITDAC”), or on a discounted cash flow basis. Management assesses the recoverability of our goodwill and our amortizable intangibles and other long-lived assets annually and whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Any of the following factors, if present, may trigger an impairment review: (i) a significant underperformance relative to historical or projected future operating results, (ii) a significant negative industry or economic trend, and (iii) a significant decline in our market capitalization. If the recoverability of these assets is unlikely because of the existence of one or more of the above-referenced factors, an impairment analysis is performed. Management must make assumptions regarding 24 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) estimated future cash flows and other factors to determine the fair value of these assets. If these estimates or related assumptions change in the future, we may be required to revise the assessment and, if appropriate, record an impairment charge. We completed our most recent evaluation of impairment for goodwill as of November 30, 2019, and determined that the fair value of goodwill exceeded the carrying value of such assets. Additionally, there have been no impairments recorded for amortizable intangible assets for the years ended December 31, 2019 and 2018. Non-Cash Stock-Based Compensation We grant non-vested stock awards to our employees, with the related compensation expense recognized in the financial statements over the associated service period based upon the grant-date fair value of those awards. During the performance measurement period, we review the probable outcome of the performance conditions associated with our performance awards and align the expense accruals with the expected performance outcome. During the first quarter of 2018, the performance conditions for 260,344 shares of the Company’s common stock granted under the Company’s 2010 Stock Incentive Plan (the “2010 SIP”) were determined by the Compensation Committee to have been satisfied relative to performance-based grants issued in 2013. These grants had a performance measurement period that concluded on December 31, 2017. The vesting condition for these grants requires continuous employment for a period of up to 10 years from the January 2013 grant date in order for the awarded shares to become fully vested and nonforfeitable. During the third quarter of 2018, the performance conditions for 2,229,561 shares of the Company’s common stock granted under the Company’s 2010 SIP were determined by the Compensation Committee to have been satisfied relative to performance-based grants issued in July 2013. These grants had a performance measurement period that concluded on June 30, 2018. The vesting condition for these grants requires continuous employment for a period of up to seven years from the July 2013 grant date in order for the awarded shares to become fully vested and nonforfeitable. As a result of the awarding of these shares, the grantees will be eligible to receive payments of dividends and exercise voting privileges after the awarding date, and the awarded shares will be included as issued and outstanding common stock shares and included in the calculation of basic and in diluted net income per share, where the net income attributable to unvested awarded stock plans is excluded from the total net income attributable to common shares. During the first quarter of 2019, the performance conditions for 1,954,983 of the Company’s common stock granted under the Company’s 2010 SIP were determined by the Compensation Committee to have been satisfied relative to performance-based grants issued in 2014 and 2016. These grants had a performance measurement period that concluded on December 31, 2018. The vesting condition for these grants requires continuous employment for a period of up to seven years from the 2014 grant date and five years from the 2016 grant date in order for the awarded shares to become fully vested and nonforfeitable. As a result of the awarding of these shares, the grantees will be eligible to receive payments of dividends and exercise voting privileges after the awarding date, and the awarded shares will be included as issued and outstanding common stock shares and included in the calculation of basic and diluted net income per share. During the first quarter of 2020, the performance conditions for approximately 1.9 million shares of the Company’s common stock granted under the Company’s 2010 SIP were determined by the Compensation Committee to have been satisfied relative to performance-based grants issued in 2015 and 2017. These grants had a performance measurement period that concluded on December 31, 2019. The vesting condition for these grants requires continuous employment for a period of up to seven years from the 2015 grant date and five years from the 2017 grant date in order for the awarded shares to become fully vested and nonforfeitable. As a result of the awarding of these shares, the grantees will be eligible to receive payments of dividends and exercise voting privileges after the awarding date, and the awarded shares will be included as issued and outstanding common stock shares and included in the calculation of basic and diluted net income per share. Litigation and Claims We are subject to numerous litigation claims that arise in the ordinary course of business. If it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss is estimable, an accrual for the costs to resolve these claims is recorded in accrued expenses in the accompanying Consolidated Financial Statements. Professional fees related to these claims are included in other operating expenses in the accompanying Consolidated Statement of Income as incurred. Management, with the assistance of in-house and outside counsel, determines whether it is probable that a liability has been incurred and estimates the amount of loss based upon analysis of individual issues. New developments or changes in settlement strategy in dealing with these matters may significantly affect the required reserves and affect our net income. T R O P E R L A U N N A 9 1 0 2 25 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Results of Operations for the Years Ended December 31, 2019 and 2018 The following discussion and analysis regarding results of operations and liquidity and capital resources should be considered in conjunction with the accompanying Consolidated Financial Statements and related Notes. For a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2018 and 2017, please see Part II, Item 7 of our Annual Report on Form 10-K filed with the SEC on February 26, 2019. Financial information relating to our Consolidated Financial Results is as follows: (in thousands, except percentages) REVENUES Core commissions and fees Profit-sharing contingent commissions Guaranteed supplemental commissions Commissions and fees Investment income Other income, net Total revenues EXPENSES Employee compensation and benefits Other operating expenses (Gain)/loss on disposal Amortization Depreciation Interest Change in estimated acquisition earn-out payables Total expenses Income before income taxes Income taxes NET INCOME Income Before Income Taxes Margin(1) EBITDAC(2) EBITDAC Margin(2) Organic Revenue growth rate(2) Employee compensation and benefits relative to total revenues Other operating expenses relative to total revenues Capital expenditures Total assets at December 31 2019 % Change 2018 $ 2,302,506 18.4% $ 1,944,021 59,166 23,065 5.9% 131.6% 55,875 9,961 2,384,737 18.7% 2,009,857 5,780 1,654 110.5% 0.7% 2,746 1,643 2,392,171 18.8% 2,014,246 1,308,165 22.4% 1,068,914 377,089 13.5% 332,118 (10,021) 360.7% (2,175) 105,298 23,417 63,660 21.7% 2.6% 56.9% (1,366) (146.0)% 86,544 22,834 40,580 2,969 1,866,242 20.3% 1,551,784 525,929 127,415 13.7% 462,462 7.8% 118,207 $ 398,514 15.8% $ 344,255 22.0% 23.0% $ 716,938 16.5% $ 615,389 30.0% 3.6% 54.7% 15.8% 30.6% 2.4% 53.1% 16.5% $ 73,108 76.1% $ 41,520 $ 7,622,821 14.0% $ 6,688,668 (1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues (2) A non-GAAP measure Commissions and Fees Commissions and fees, including profit-sharing contingent commissions and GSCs for 2019, increased $374.9 million to $2,384.7 million, or 18.7% over 2018. Core commissions and fees in 2019 increased $358.5 million, of which $298.3 million represented core commissions and fees from acquisitions that had no comparable revenues in 2018; approximately $70.0 million represented net new and renewal business; which was offset by $9.8 million related to commissions and fees revenue from businesses divested in 2018 and 2019, which reflected an Organic Revenue growth rate of 3.6%. Profit-sharing contingent commissions and GSCs for 2019 increased by $16.4 million, or 24.9%, compared to the same period in 2018. The net increase of $16.4 million was mainly driven by: (i) a GSC of approximately $9 million recorded in the second quarter of 2019 for the National Programs Segment that will not recur in the future as the associated multi-year contract has ended and (ii) the remainder primarily from growth associated with acquisitions completed over the last 12 months. 26 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Investment Income Investment income increased to $5.8 million in 2019, compared with $2.7 million in 2018. The increase was due to additional interest income driven by higher interest rates and cash management activities to earn a higher yield on excess cash balances. Other Income, Net Other income for 2019 was $1.7 million, compared with $1.6 million in 2018. Other income consists primarily of legal settlements and other miscellaneous income. Employee Compensation and Benefits Employee compensation and benefits expense increased 22.4%, or $239.3 million, in 2019 compared to 2018. This increase included $164.4 million of compensation costs related to stand-alone acquisitions that had no comparable costs in the same period of 2018. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2019 and 2018 increased by $74.8 million or 7.2%. This underlying employee compensation and benefits expense increase was primarily related to (i) an increase in teammates for certain of our higher-growth businesses; (ii) an increase in bonus expense driven by the attainment of various revenue and profit targets within our businesses; (ii) increased producer commissions due to higher revenue; (iii) an increase in staff salaries attributable to salary inflation; (iv) the increase in the value of deferred compensation liabilities driven by changes in the market prices of our employees’ investment elections, which was substantially offset by other operating expenses; and (v) an increase in non-cash stock- based compensation expense due to the better-than-expected Company performance related to our equity compensation plan and teammate retention. Employee compensation and benefits expense as a percentage of total revenues was 54.7% for 2019 as compared to 53.1% for the year ended December 31, 2018. Other Operating Expenses Other operating expenses represented 15.8% of total revenues for 2019 as compared to 16.5% for the year ended December 31, 2018. Other operating expenses for 2019 increased $45.0 million, or 13.5%, over the same period of 2018. The net increase included: (i) $56.5 million of other operating expenses related to stand-alone acquisitions that had no comparable costs in the same period of 2018; (ii) increased expenses associated with information technology items related to data processing and value-added consulting services; partially offset by (iii) the increase in the value of corporate-owned life insurance policies associated with our deferred compensation plan, which was substantially offset by increases in the value of liabilities in the Company’s deferred compensation plan recognized as expense in employee compensation and benefits. Gain or Loss on Disposal The Company recognized gains on disposal of $10.0 million in 2019 and $2.2 million in 2018. The change in the gain on disposal was due to activity associated with book of business sales. Although we are not in the business of selling customer accounts, we periodically sell an office or a book of business (one or more customer accounts) that we believe does not produce reasonable margins or demonstrate a potential for growth, or because doing so is in the Company’s best interest. Amortization Amortization expense for 2019 increased $18.8 million to $105.3 million, or 21.7% over 2018. The increase reflects the amortization of new intangible assets from recently acquired businesses, partially offset by certain intangible assets becoming fully amortized. Depreciation Depreciation expense for 2019 increased $0.6 million to $23.4 million, or 2.6% over 2018. The increase was due primarily to the addition of fixed assets resulting from capital projects related to our multi-year technology investment program and other business initiatives, net additions of fixed assets resulting from recent acquisitions, partially offset by fixed assets which became fully depreciated. Interest Expense Interest expense for 2019 increased $23.1 million to $63.7 million, or 56.9%, over 2018. The increase was due to the debt issued as a result of acquisitions over the past two years, with the largest being our acquisition of Hays, and to a lesser extent a rise in interest rates associated with our outstanding floating rate debt balances. T R O P E R L A U N N A 9 1 0 2 27 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Change in Estimated Acquisition Earn-Out Payables Accounting Standards Codification (“ASC”) Topic 805-Business Combinations is the authoritative guidance requiring an acquirer to recognize 100% of the fair value of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase price arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009, include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations are required to be recorded in the Consolidated Statement of Income when incurred or reasonably estimated. Estimations of potential earn-out obligations are typically based upon future earnings of the acquired operations or entities, usually for periods ranging from one to three years. The net charge or credit to the Consolidated Statement of Income for the period is the combination of the net change in the estimated acquisition earn-out payables balance, and the interest expense imputed on the outstanding balance of the estimated acquisition earn-out payables. As of December 31, 2019, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820-Fair Value Measurement. The resulting net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, 2019 and 2018 were as follows: (in thousands) Change in fair value of estimated acquisition earn-out payables Interest expense accretion Net change in earnings from estimated acquisition earn-out payables 2019 2018 $ (7,298) $ 603 5,932 2,366 $(1,366) $2,969 For the years ended December 31, 2019 and 2018, the fair value of estimated earn-out payables was re-evaluated and decreased by $7.3 million for 2019 and increased by $0.6 million for 2018, which resulted in a credit, net of interest expense accretion, to the Consolidated Statement of Income for 2019 and net charges for 2018. As of December 31, 2019, the estimated acquisition earn-out payables equaled $161.5 million, of which $17.9 million was recorded as accounts payable and $143.6 million was recorded as other non-current liability. As of December 31, 2018, the estimated acquisition earn-out payables equaled $89.9 million, of which $21.1 million was recorded as accounts payable and $68.8 million was recorded as other non-current liability. Income Taxes The effective tax rate on income from operations was 24.2% in 2019 and 25.6% in 2018. The Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) made changes to the U.S. tax code that affected our income tax rate beginning in 2017. The Tax Reform Act reduced the U.S. federal corporate income tax rate from 35.0% to 21.0% and requires companies to pay a one-time transition tax on certain unrepatriated earnings from foreign subsidiaries that is payable over eight years. The Tax Reform Act also established new tax laws that became effective January 1, 2018. The 2018 and 2019 effective tax rates reflect the reduction in the federal corporate income tax rate. The reduction in the effective tax rate in 2019 as compared to 2018 was driven by changes in our state tax footprint and corresponding apportionment as well as changes to tax rates in certain states. The effective tax rates for 2018 and 2019 reflect the adoption of FASB Accounting Standards Update 2016-09, “Improvements to Employee Share Based Payment Accounting” (“ASU 2016-09”) in the first quarter of 2017. ASU 2016-09, which requires upon vesting of stock-based compensation that any tax implications be treated as a discrete credit to the income tax expense in the quarter of vesting, amends guidance issued in ASC Topic 718, Compensation - Stock Compensation. Results of Operations—Segment Information As discussed in Note 17 “Segment Information” of the Notes to Consolidated Financial Statements, we operate four reportable segments: Retail, National Programs, Wholesale Brokerage and Services. On a segmented basis, changes in amortization, depreciation and interest expenses generally result from activity associated with acquisitions. Likewise, other income in each segment reflects net gains primarily from legal settlements and miscellaneous income. As such, in evaluating the operational efficiency of a segment, management focuses on the Organic Revenue growth rate of core commissions and fees, the ratio of total employee compensation and benefits to total revenues, and the ratio of other operating expenses to total revenues. 28 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) The reconciliation of total commissions and fees to Organic Revenue for the year ended December 31, 2019, by Segment, are as follows: 2019 Retail(1) National Programs Wholesale Brokerage Services Total (in thousands, except percentages) Commissions and fees 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 $1,364,755 $1,040,574 $ 516,915 $ 493,878 $ 309,426 $ 286,364 $ 193,641 $ 189,041 $2,384,737 $2,009,857 Total change $ 324,181 $ 23,037 31.2% 4.7% $ 23,062 8.1% $ 4,600 2.4% $ 374,880 18.7 % Total growth % Profit-sharing contingent commissions Core commissions and fees Acquisition revenues GSCs (11,056) (8,535) (10,566) (76) (1,443) (34,150) (24,517) (17,517) (23,896) (7,499) (7,462) (1,350) — — — — (59,166) (55,875) (23,065) (9,961) $1,319,549 $1,007,522 $ 488,832 $ 469,906 $ 300,484 $ 277,552 $ 193,641 $ 189,041 $2,302,506 $1,944,021 (272,383) — (5,721) — (3,628) — (16,541) Divested business — (7,743) — (790) — (1,268) — — — (298,273) — — (9,801) Organic Revenue(2) $1,047,166 $ 999,779 $ 483,111 $ 469,116 $ 296,856 $ 276,284 $ 177,100 $ 189,041 $2,004,233 $1,934,220 Organic Revenue growth(2) Organic Revenue growth %(2) $ 47,387 $ 13,995 $ 20,572 $ (11,941) $ 70,013 4.7% 3.0% 7.4% (6.3)% 3.6% (1) The Retail Segment includes commissions and fees reported in the “Other” column of the Segment Information in Note 17 of the Notes to the Consolidated Financial Statements, which includes corporate and consolidation items. (2) A non-GAAP financial measure. The reconciliation of total commissions and fees to Organic Revenue for the year ended December 31, 2018, by Segment, are as follows: 2018 Retail(1) National Programs Wholesale Brokerage Services Total (in thousands, except percentages) 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Commissions and fees $1,040,574 $942,039 $493,878 $479,017 $286,364 $271,141 $189,041 $165,073 $2,009,857 $1,857,270 Total change $ 98,535 $ 14,861 $ 15,223 $ 23,968 $ 152,587 Total growth % 10.5% 3.1% 5.6% 14.5% 8.2% Profit-sharing contingent commissions (24,517) (23,377) (23,896) (20,123) (7,462) GSCs (8,535) (9,108) (76) (31) (1,350) (8,686) (1,231) — — — — (55,875) (52,186) (9,961) (10,370) $1,007,522 $909,554 $469,906 $458,863 $277,552 $261,224 $189,041 $165,073 $1,944,021 $1,794,714 1,254 (73,405) — — (7,973) (7,289) — — 935 (2,514) — — (10,307) (7,969) — — — (16,091) (91,177) — — — (1,490) Divested business — (1,270) — (114) — (106) — Organic Revenue(2) $ 935,371 $908,284 $454,644 $458,749 $275,973 $261,118 $170,765 $165,073 $1,836,753 $1,793,224 Organic Revenue growth(2) Organic Revenue growth %(2) $ 27,087 $ (4,105) $ 14,855 $ 5,692 $ 43,529 3.0% (0.9)% 5.7% 3.4% 2.4% (1) The Retail Segment includes commissions and fees reported in the “Other” column of the Segment Information in Note 17 of the Notes to the Consolidated Financial Statements, which includes corporate and consolidation items. (2) A non-GAAP financial measure. Core commissions and fees New Revenue Standard Acquisition revenues T R O P E R L A U N N A 9 1 0 2 29 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) The reconciliation of income before incomes taxes, included in the Consolidated Statement of Income, to EBITDAC, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, for the year ended December 31, 2019, is as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Income before income taxes $222,875 $143,737 $ 82,739 $40,337 $ 36,241 $525,929 Income Before Income Taxes Margin 16.3% 27.7% 26.7% 20.8% NMF 22.0% Amortization Depreciation Interest 63,146 25,482 11,191 7,390 6,791 87,295 16,690 1,674 4,756 5,479 1,229 4,404 — 105,298 6,333 23,417 (49,485) 63,660 Change in estimated acquisition earn-out payables 8,004 (751) (4) (8,615) — (1,366) EBITDAC EBITDAC Margin NMF = Not a meaningful figure $388,710 $191,949 $100,356 $42,834 $ (6,911) $716,938 28.4% 37.0% 32.4% 22.1% NMF 30.0% The reconciliation of income before incomes taxes, included in the Consolidated Statement of Income, to EBITDAC, a non- GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, for the year ended December 31, 2018, is as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Income before income taxes $217,845 $117,375 $70,171 $34,508 $ 22,563 $462,462 Income Before Income Taxes Margin 20.9% 23.7% 24.4% 18.2% NMF 23.0% Amortization Depreciation Interest 44,386 25,954 11,391 5,289 5,486 35,969 26,181 4,813 1,558 2,869 198 — 86,544 8,873 22,834 (29,693) 40,580 — 2,969 1,628 5,254 815 Change in estimated acquisition earn-out payables 1,081 875 EBITDAC EBITDAC Margin NMF = Not a meaningful figure $304,570 $175,871 $89,259 $43,946 $ 1,743 $615,389 29.2% 35.6% 31.1% 23.2% NMF 30.6% Retail Segment The Retail Segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. Approximately 81.7% of the Retail Segment’s commissions and fees revenue is commission based. Because most of our other operating expenses are not correlated to changes in commissions on insurance premiums, a significant portion of any fluctuation in the commissions we receive, net of related producer compensation and cost to fulfill expense deferrals and releases as required by the New Revenue Standard, will result in a similar fluctuation in our income before income taxes, unless we make incremental investments or modifications to the costs in the organization. 30 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Financial information relating to our Retail Segment is as follows: (in thousands, except percentages) REVENUES Core commissions and fees Profit-sharing contingent commissions Guaranteed supplemental commissions Commissions and fees Investment income Other income, net Total revenues EXPENSES Employee compensation and benefits Other operating expenses (Gain)/loss on disposal Amortization Depreciation Interest Change in estimated acquisition earn-out payables Total expenses Income before income taxes Income Before Income Taxes Margin(1) EBITDAC(2) EBITDAC Margin(2) Organic Revenue growth rate(2) Employee compensation and benefits relative to total revenues Other operating expenses relative to total revenues Capital expenditures Total assets at December 31 2019 % Change 2018 $ 1,320,810 30.9% $ 1,008,639 34,150 11,056 39.3% 29.5% 24,517 8,535 1,366,016 31.1% 1,041,691 149 1,096 NMF 2.4% 2 1,070 1,367,261 31.1% 1,042,763 760,208 228,256 (9,913) 63,146 7,390 87,295 8,004 1,144,386 33.3% 35.0% NMF 42.3% 39.7% 142.7% NMF 38.7% 570,222 169,104 (1,133) 44,386 5,289 35,969 1,081 824,918 $ 222,875 2.3% $ 217,845 16.3% 20.9% 388,710 27.6% 304,570 28.4% 4.7% 55.6% 16.7% 29.2% 3.0% 54.7% 16.2% $ 12,497 82.2% $ 6,858 $6,413,459 9.6% $5,850,045 (1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues (2) A non-GAAP measure NMF = Not a meaningful figure The Retail Segment’s total revenues in 2019 increased 31.1%, or $324.5 million, over the same period in 2018, to $1,367.3 million. The $312.2 million increase in core commissions and fees was driven by the following: (i) approximately $272.4 million related to the core commissions and fees from acquisitions that had no comparable revenues in the same period of 2018; (ii) $47.4 million related to net new and renewal business; offset by (iii) a decrease of $7.7 million related to commissions and fees from businesses or books of business divested in 2018 and 2019. Profit-sharing contingent commissions and GSCs in 2019 increased 36.8%, or $12.2 million, over 2018, to $45.2 million primarily from acquisitions completed in 2018 and 2019. The Retail Segment’s growth rate for total commissions and fees was 31.1% and the Organic Revenue growth rate was 4.7% for 2019. The Organic Revenue growth rate was driven by increased new business, higher customer retention and increasing premium rates across most lines of business over the preceding 12 months. Income before income taxes for 2019 increased 2.3%, or $5.0 million, over the same period in 2018, to $222.9 million. The primary factors affecting this increase were: (i) the net increase in revenue as described above, (ii) offset by a 33.3%, or $190.0 million, increase in employee compensation and benefits, due primarily to the year-on-year impact of acquisitions, salary inflation and additional teammates to support revenue growth, (iii) a combined increase in amortization, depreciation and intercompany interest expense of $72.2 million resulting from our acquisition activity in 2019 and 2018; (iv) other operating expenses which increased by $59.2 million, or 35.0%, due to the impact of our multi-year technology investment program and increased professional services to support our customers and acquisitions; (v) an increase in the change in estimated acquisition earn-out payables of $6.9 million, to $8.0 million; partially offset by, (vi) an increase in the gain on disposal associated with the sale of certain books of business. T R O P E R L A U N N A 9 1 0 2 31 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) EBITDAC for 2019 increased 27.6%, or $84.1 million, from the same period in 2018, to $388.7 million. EBITDAC Margin for 2019 decreased to 28.4% from 29.2% in the same period in 2018. The decrease in EBITDAC Margin was primarily driven by: (i) the acquisition of Hays, which had a lower operating margin than the segmental average; partially offset by, (ii) the net increase in revenue excluding Hays; (iii) higher profit-sharing contingent commissions and supplemental commissions; and (iv) an increase in the gain on disposal associated with the sale of certain books of business. National Programs Segment The National Programs Segment manages over 40 programs supported by approximately 100 well-capitalized carrier partners. In most cases, the insurance carriers that support the programs have delegated underwriting and, in many instances, claims-handling authority to our programs operations. These programs offer targeted products and services designed for specific industries, trade groups, professions, public entities and market niches and are generally distributed through a nationwide network of independent agents and Brown & Brown retail agents. The National Programs Segment operations can be grouped into five broad categories: Professional Programs, Personal Lines Programs, Commercial Programs, Public Entity-Related Programs and the National Flood Program. The National Programs Segment’s revenue is primarily commission based. Financial information relating to our National Programs Segment is as follows: (in thousands, except percentages) REVENUES Core commissions and fees Profit-sharing contingent commissions Guaranteed supplemental commissions Commissions and fees Investment income Other income, net Total revenues EXPENSES Employee compensation and benefits Other operating expenses (Gain)/loss on disposal Amortization Depreciation Interest Change in estimated acquisition earn-out payables Total expenses Income before income taxes Income Before Income Taxes Margin(1) EBITDAC(2) EBITDAC Margin(2) Organic Revenue growth rate(2) Employee compensation and benefits relative to total revenues Other operating expenses relative to total revenues Capital expenditures Total assets at December 31 2019 % Change 2018 $ 488,832 4.0% $ 469,906 (26.7)% 23,896 NMF 76 4.7% 493,878 176.1% (8.9)% 4.8% 506 79 494,463 17,517 10,566 516,915 1,397 72 518,384 221,425 105,118 1.0% 7.3% (108) (107.6)% 25,482 6,791 16,690 (1.8)% 23.8% (36.3)% (751) (185.8)% 219,166 98,012 1,414 25,954 5,486 26,181 875 374,647 (0.6)% 377,088 $ 143,737 22.5% $ 117,375 27.7% 23.7% 191,949 9.1% 175,871 37.0% 3.0% 42.7% 20.3% 35.6% (0.9)% 44.3% 19.8% $ 10,365 (16.4)% $ 12,391 $3,110,368 5.8% $2,940,097 (1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues (2) A non-GAAP measure The National Programs Segment’s total revenues in 2019 increased 4.8%, or $23.9 million, over 2018, to a total $518.4 million. The $18.9 million increase in core commissions and fees was driven by the following: (i) $14.0 million related to net new and renewal business; (ii) an increase of approximately $5.7 million related to core commissions and fees from acquisitions that 32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) had no comparable revenues in 2018; offset by (iii) a decrease of $0.8 million related to commissions and fees recorded in 2018 from businesses since divested. Profit-sharing contingent commissions and GSCs were $28.1 million in 2019, which was an increase of $4.1 million over 2018, which was primarily driven by a non-recurring GSC received from one of our partners in the second quarter of 2019. The National Programs Segment’s growth rate for total commissions and fees was 4.7% and the Organic Revenue growth rate was 3.0% for 2019. The total commissions and fees growth was mainly due to a new acquisition, strong growth in our earthquake programs, sports and entertainment program, wind programs and a non-recurring GSC received from one of our partners in the second quarter of 2019. The Organic Revenue growth rate increase was driven by net new business, growth in renewals and higher premium rates in a number of our programs compared to the prior year. Income before income taxes for 2019 increased 22.5%, or $26.4 million, from the same period in 2018, to $143.7 million. The increase was the result of a decline in intercompany interest expense of $9.5 million, growth and related scaling of a number of our programs and a non-recurring GSC received from one of our partners in the second quarter of 2019. EBITDAC for 2019 increased 9.1%, or $16.1 million, from the same period in 2018, to $191.9 million. EBITDAC Margin for 2019 increased to 37.0% from 35.6% in the same period in 2018. The increase in EBITDAC Margin was related to (i) growth in a number or our programs; and (ii) a non-recurring GSC received from one of our partners in the second quarter of 2019. Wholesale Brokerage Segment The Wholesale Brokerage Segment markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, including Brown & Brown retail agents. Like the Retail and National Programs Segments, the Wholesale Brokerage Segment’s revenues are primarily commission based. Financial information relating to our Wholesale Brokerage Segment is as follows: (in thousands, except percentages) REVENUES Core commissions and fees Profit-sharing contingent commissions Guaranteed supplemental commissions Commissions and fees Investment income Other income, net Total revenues EXPENSES Employee compensation and benefits Other operating expenses (Gain)/loss on disposal Amortization Depreciation Interest Change in estimated acquisition earn-out payables Total expenses Income before income taxes Income Before Income Taxes Margin(1) EBITDAC(2) EBITDAC Margin(2) Organic Revenue growth rate(2) Employee compensation and benefits relative to total revenues Other operating expenses relative to total revenues Capital expenditures Total assets at December 31 2019 % Change 2018 $ 300,484 8.3% $ 277,552 7,499 1,443 309,426 178 483 310,087 157,924 51,807 0.5% 6.9% 8.1% 7.9% (0.4)% 8.0% 7.0% 3.2% — (100.0)% 11,191 1,674 4,756 (1.8)% 2.8% (9.5)% (4) (100.5)% 7,462 1,350 286,364 165 485 287,014 147,571 50,177 7 11,391 1,628 5,254 815 227,348 4.8% 216,843 $ 82,739 17.9% $ 70,171 26.7% 24.4% 100,356 12.4% 89,259 32.4% 7.4% 50.9% 16.7% 31.1% 5.7% 51.4% 17.5% $ 6,171 $1,390,250 145.1% $ 2,518 8.3% $1,283,877 (1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues (2) A non-GAAP measure T R O P E R L A U N N A 9 1 0 2 33 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) The Wholesale Brokerage Segment’s total revenues for 2019 increased 8.0%, or $23.1 million, over 2018, to $310.1 million. The $22.9 million increase in core commissions and fees was driven by the following: (i) $20.6 million related to net new and renewal business; (ii) $3.6 million related to the core commissions and fees from acquisitions that had no comparable revenues in 2018; which was offset by (iii) a decrease of $1.3 million related to commissions and fees recorded in 2018 from businesses since divested. Profit-sharing contingent commissions and GSCs for 2019 increased $0.1 million over 2018, to $8.9 million. The Wholesale Brokerage Segment’s growth rate for total commissions and fees was 8.1%, and the Organic Revenue growth rate was 7.4% for 2019. The Organic Revenue growth rate was driven by net new business, a modest increase in exposure units, as well as increased rates seen across most lines of business. Income before income taxes for 2019 increased 17.9%, or $12.6 million, over 2018, to $82.7 million, primarily due to the following: (i) the net increase in revenue as described above, (ii) a decrease in intercompany interest expense, (iii) a decrease in change in estimated acquisition earn-out payables, which was offset by (iv) an increase in employee compensation and benefits of $10.4 million, related to additional teammates to support increased transaction volumes, compensation increases for existing teammates, and additional non-cash stock-based compensation expense; and (iii) a net $1.6 million increase in other operating expenses, primarily related intercompany technology charges. EBITDAC for 2019 increased 12.4%, or $11.1 million, from the same period in 2018, to $100.4 million. EBITDAC Margin for 2019 increased to 32.4% from 31.1% in the same period in 2018. The increase in EBITDAC Margin was primarily driven by Organic Revenue growth as described above. This was partially offset by the intercompany technology charges and increased employee compensation and non-cash stock-based compensation costs. Services Segment The Services Segment provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas. The Services Segment also provides Medicare Set-Aside account services, Social Security disability and Medicare benefits advocacy services, and claims adjusting services. Unlike the other segments, nearly all of the Services Segment’s revenue is generated from fees, which are not significantly affected by fluctuations in general insurance premiums. Financial information relating to our Services Segment is as follows: (in thousands, except percentages) REVENUES Core commissions and fees Profit-sharing contingent commissions Guaranteed supplemental commissions Commissions and fees Investment income Other income, net Total revenues EXPENSES Employee compensation and benefits Other operating expenses (Gain)/loss on disposal Amortization Depreciation Interest Change in estimated acquisition earn-out payables Total expenses Income before income taxes Income Before Income Taxes Margin(1) EBITDAC(2) EBITDAC Margin(2) Organic Revenue growth rate(2) Employee compensation and benefits relative to total revenues Other operating expenses relative to total revenues Capital expenditures Total assets at December 31 2019 % Change 2018 $ 193,641 — — 193,641 139 1 193,781 91,514 59,433 — 5,479 1,229 4,404 (8,615) 153,444 $ 40,337 20.8% 42,834 22.1% (6.3)% 47.2% 30.7% 804 $ $481,336 2.4% $ 189,041 — — 189,041 205 — 189,246 — — 2.4% (32.2)% — 2.4% 85,930 6.5% 61,833 (3.9)% (2,463) (100.0)% 4,813 13.8% 1,558 (21.1)% 2,869 53.5% NMF 198 (0.8)% 154,738 16.9% $ 34,508 18.2% (2.5)% 43,946 23.2% 3.4% 45.4% 32.7% (47.3)% $ 1,525 2.1% $471,572 (1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues (2) A non-GAAP measure NMF = Not a meaningful figure 34 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) The Services Segment’s total revenues for 2019 increased 2.4%, or $4.5 million, over 2018, to $193.8 million. The $4.6 million increase in core commissions and fees was driven primarily by the following: (i) $16.5 million related to the core commissions and fees from acquisitions that had no comparable revenues in the same period of 2018; offset by (ii) a decrease of $11.9 million related to net new and renewal business that was driven by lower weather-related and general property claims activity. The Services Segment’s growth rate for total commissions and fees was 2.4%, and Organic Revenue declined 6.3% in 2019. The Organic Revenue decline was realized primarily in our Social Security advocacy and property claims businesses. Income before income taxes for 2019 increased 16.9%, or $5.8 million, over 2018, to $40.3 million due to a combination of: (i) the change in estimated acquisition earn-out payables partially offset by (ii) higher intercompany interest charges due to businesses acquired during 2019 and (iii) a decline in other operating expenses driven by management of our costs. EBITDAC for 2019 decreased 2.5%, or $1.1 million, over the same period in 2018, to $42.8 million. EBITDAC Margin for 2019 decreased to 22.1% from 23.2% in the same period in 2018. The decrease in EBITDAC Margin was due the decline in Organic Revenue. Other As discussed in Note 17 of the Notes to Consolidated Financial Statements, the “Other” column in the Segment Information table includes any income and expenses not allocated to reportable segments, and corporate-related items, including the intercompany interest expense charges to reporting segments. Liquidity and Capital Resources The Company seeks to maintain a conservative balance sheet and liquidity profile. Our capital requirements to operate as an insurance intermediary are low and we have been able to grow and invest in our business principally through cash that has been generated from operations. We have the ability to utilize our revolving credit facility (the “Revolving Credit Facility”), which currently provides access to up to $700.0 million in available cash, and we believe that we have access to additional funds, if needed, through the capital markets to obtain further debt financing under the current market conditions. The Company believes that its existing cash, cash equivalents, short-term investment portfolio and funds generated from operations, together with the funds available under the Revolving Credit Facility, will be sufficient to satisfy our normal liquidity needs, including principal payments on our long-term debt, for at least the next 12 months. Our cash and cash equivalents of $542.2 million at December 31, 2019, reflected an increase of $103.2 million from the $439.0 million balance at December 31, 2018. During 2019, $678.2 million of cash was generated from operating activities, representing an increase of 19.5%. During this period, $353.0 million of cash was used for new acquisitions, $9.9 million was used for acquisition earn-out payments, $73.1 million was used to purchase additional fixed assets, $91.3 million was used for payment of dividends, $38.7 million was used for share repurchases and $50.0 million was used to pay outstanding principal balances owed on long-term debt. We hold approximately $21.3 million in cash outside of the U.S., which we currently have no plans to repatriate in the near future. Our cash and cash equivalents of $439.0 million at December 31, 2018, reflected a decrease of $134.4 million from the $573.4 million balance at December 31, 2017. During 2018, $567.5 million of cash was generated from operating activities, representing an increase of 28.4%. During this period, $923.9 million of cash was used for new acquisitions, $26.6 million was used for acquisition earn-out payments, $41.5 million was used to purchase additional fixed assets, $84.7 million was used for payment of dividends, $100.0 million was used for share repurchases and $120.0 million was used to pay outstanding principal balances owed on long-term debt. Our ratio of current assets to current liabilities (the “current ratio”) was 1.22 at both December 31, 2019 and 2018. T R O P E R L A U N N A 9 1 0 2 35 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Contractual Cash Obligations As of December 31, 2019, our contractual cash obligations were as follows: (in thousands) Long-term debt Other liabilities(1) Operating leases(3) Interest obligations Unrecognized tax benefits Maximum future acquisition contingency payments(2) Payments Due by Period Total Less Than 1 Year 1-3 Years 4-5 Years After 5 Years $1,565,000 $ 55,000 $450,000 $710,000 $350,000 73,382 245,919 313,326 1,127 328,655 3,290 6,072 5,051 49,405 85,193 57,743 62,061 110,984 74,000 — 1,127 — 44,146 277,532 6,977 58,969 53,578 66,281 — — Total contractual cash obligations $2,527,409 $213,902 $930,908 $853,771 $528,828 (1) (2) (3) Includes the current portion of other long-term liabilities. Includes $161.5 million of current and non-current estimated earn-out payables. Includes $5.8 million of future lease commitments not reflected on the balance sheet. Debt Total debt at December 31, 2019, was $1,555.3 million net of unamortized discount and debt issuance costs, which was an increase of $48.4 million compared to December 31, 2018. The increase includes (i) a drawdown on the Revolving Credit Facility of $100.0 million on August 9, 2019, in connection with the acquisition of CKP Insurance, LLC and various other acquisitions closed in the third quarter of 2019, (ii) the repayment of principal of $50.0 million for scheduled principal amortization balances related to our various existing floating rate debt term notes, (iii) amortization of discounted debt related to our various unsecured Senior Notes, and debt issuance cost amortization of $2.1 million, offset by (iv) additional discount to par and aggregate debt issuance costs of $3.7 million related to the issuance of the Company’s 4.500% Senior Notes due 2029 as of December 31, 2019. On March 11, 2019, the Company completed the issuance of $350.0 million aggregate principal amount of the Company’s 4.500% Senior Notes due 2029. The Senior Notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions which are customary for credit-rated obligations. At the time of funding, the proceeds were offered at a discount to the notional amount which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay a portion of the outstanding balance of $350.0 million on the Revolving Credit Facility, utilized in connection with financing related to our acquisition of Hays, and for other general corporate purposes. As of December 31, 2019, there was an outstanding debt balance of $350.0 million exclusive of the associated discount balance. Total debt at December 31, 2018, was $1,507.0 million net of unamortized discount and debt issuance costs, which was an increase of $530.8 million compared to December 31, 2017. The increase reflects the addition of $650.0 million in principal balances, total debt repayments of $120.0 million, net of the amortization of discounted debt related to our Senior Notes due 2024, with a fixed interest rate of 4.200% per year and debt issuance cost amortization of $1.6 million. The Company also added $0.8 million in debt issuance costs related to the Term Loan Credit Agreement (as defined below) that was executed in December 2018. On May 10, 2018, the Company elected to prepay in full the principal balance of $100.0 million from the Series E Senior Notes, which were issued on September 15, 2011, in connection with the December 22, 2006, Master Shelf and Note Purchase Agreement with a national insurance company. Along with accrued interest of $0.7 million and a prepayment premium of $0.7 million as the notes were to mature on September 15, 2018. This resulted in a net interest expense savings of $0.8 million after deducting the pro-rated interest expense and prepayment premiums paid when compared to holding the note to maturity paying the full semi-annual coupon interest expense of $2.3 million. The Company borrowed approximately $600.0 million under its Revolving Credit Facility on November 15, 2018, in connection with the closing of the acquisition of certain assets and assumption of certain liabilities of Hays. 36 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) On December 21, 2018, the Company borrowed $300.0 million under a term loan credit agreement with Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., BMO Harris Bank N.A. and SunTrust Bank as co-syndication agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. as joint lead arrangers and joint bookrunners (the “Term Loan Credit Agreement”). The Term Loan Credit Agreement provides for an unsecured term loan in the initial amount of $300.0 million, which may, subject to lenders’ discretion, potentially be increased up to an aggregate amount of $450.0 million (the “Term Loan”). The Term Loan is repayable over the five-year term from the effective date of the Term Loan Credit Agreement, which was December 21, 2018. Based on the Company’s net debt leverage ratio or a non-credit enhanced senior unsecured long-term debt rating as determined by Moody’s Investor Service and Standard & Poor’s Rating Service, the current rate of interest on the Term Loan is 1.25% above the adjusted 1-Month London Interbank Offered Rate (“LIBOR”). The Company used $250.0 million of the borrowings to reduce indebtedness under the Revolving Credit Facility. Off-Balance Sheet Arrangements Neither we nor our subsidiaries have ever incurred off-balance sheet obligations through the use of, or investment in, off-balance sheet derivative financial instruments or structured finance or special purpose entities organized as corporations, partnerships or limited liability companies or trusts. For further discussion of our cash management and risk management policies, see “Quantitative and Qualitative Disclosures About Market Risk.” Quantitative and Qualitative Disclosures About Market Risk. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates, foreign exchange rates and equity prices. We are exposed to market risk through our investments, revolving credit line, term loan agreements and international operations. Our invested assets are held primarily as cash and cash equivalents, restricted cash, available-for-sale marketable debt securities, non-marketable debt securities, certificates of deposit, U.S. treasury securities, and professionally managed short duration fixed income funds. These investments are subject to interest rate risk. The fair values of our invested assets at December 31, 2019, and December 31, 2018, approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material. We do not actively invest or trade in equity securities. In addition, we generally dispose of any significant equity securities received in conjunction with an acquisition shortly after the acquisition date. As of December 31, 2019, we had $715.0 million of borrowings outstanding under our various credit agreements, all of which bear interest on a floating basis tied to London Interbank Overnight Rate (“LIBOR”) and is therefore subject to changes in the associated interest expense. The effect of an immediate hypothetical 10% change in interest rates would not have a material effect on our Consolidated Financial Statements. As of July 2017, the UK Financial Conduct Authority has urged banks and institutions to discontinue their use of the LIBOR benchmark rate for floating rate debt, and other financial instruments tied to the rate after 2021. The Alternative Reference Rates Committee (“ARRC”) have recommended the Secured Overnight Financing Rate (“SOFR”) as the best alternative rate to LIBOR post discontinuance and has proposed a transition plan and timeline designed to encourage the adoption of SOFR from LIBOR. The Company is currently evaluating the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates, including but not limited to the SOFR interest rate. Management will continue to actively asses the related opportunities and risks associated with the transition and monitor related proposals and guidance published by ARRC and other alternative-rate initiatives, with an expectation that we will be prepared for a termination of LIBOR benchmarks after 2021. We are subject to exchange rate risk primarily in our U.K.-based wholesale brokerage business that has a cost base principally denominated in British pounds and a revenue base in several other currencies, but principally in U.S. dollars. Based upon our foreign currency rate exposure as of December 31, 2019, an immediate 10% hypothetical changes of foreign currency exchange rates would not have a material effect on our Consolidated Financial Statements. T R O P E R L A U N N A 9 1 0 2 37 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT’D.) Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017 Consolidated Balance Sheets as of December 31, 2019 and 2018 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017 Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017 Notes to Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017 Note 1: Summary of Significant Accounting Policies Note 2: Revenues Note 3: Business Combinations Note 4: Goodwill Note 5: Amortizable Intangible Assets Note 6: Investments Note 7: Fixed Assets Note 8: Accrued Expenses and Other Liabilities Note 9: Long-Term Debt Note 10: Income Taxes Note 11: Employee Savings Plan Note 12: Stock-Based Compensation Note 13: Supplemental Disclosures of Cash Flow Information Note 14: Commitments and Contingencies Note 15: Leases Note 16: Quarterly Operating Results (Unaudited) Note 17: Segment Information Note 18: Insurance Company WNFIC Note 19: Shareholders’ Equity Report of Independent Registered Public Accounting Firm Page No. 39 40 41 42 43 43 52 53 61 61 61 63 64 64 66 68 68 71 72 72 75 75 77 77 79 38 BROWN & BROWN, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) REVENUES Commissions and fees Investment income Other income, net Total revenues EXPENSES Employee compensation and benefits Other operating expenses (Gain)/loss on disposal Amortization Depreciation Interest Change in estimated acquisition earn-out payables Total expenses Income before income taxes Income taxes Net income Net income per share: Basic Diluted Dividends declared per share See accompanying notes to Consolidated Financial Statements. For the Year Ended December 31, 2019 2018 2017 $ 2,384,737 $ 2,009,857 $ 1,857,270 5,780 1,654 2,746 1,643 1,626 22,451 2,392,171 2,014,246 1,881,347 1,308,165 1,068,914 377,089 332,118 994,652 283,470 (10,021) 105,298 23,417 63,660 (1,366) (2,175) (2,157) 86,544 22,834 40,580 2,969 85,446 22,698 38,316 9,200 1,866,242 1,551,784 1,431,625 525,929 462,462 449,722 127,415 118,207 50,092 $ 398,514 $ 344,255 $ 399,630 $ $ $ 1.42 $ 1.24 $ 1.40 $ 1.22 $ 0.33 $ 0.31 $ 1.43 1.40 0.28 T R O P E R L A U N N A 9 1 0 2 39 BROWN & BROWN, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) December 31, 2019 December 31, 2018 ASSETS Current Assets: Cash and cash equivalents Restricted cash and investments Short-term investments Premiums, commissions and fees receivable Reinsurance recoverable Prepaid reinsurance premiums Other current assets Total current assets Fixed assets, net Operating lease assets Goodwill Amortizable intangible assets, net Investments Other assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Premiums payable to insurance companies Losses and loss adjustment reserve Unearned premiums Premium deposits and credits due customers Accounts payable Accrued expenses and other liabilities Current portion of long-term debt Total current liabilities Long-term debt less unamortized discount and debt issuance costs Operating lease liabilities Deferred income taxes, net Other liabilities Shareholders’ Equity: Common stock, par value $0.10 per share; authorized 560,000 shares; issued 297,106 shares and outstanding 281,655 at 2019, issued 293,380 shares and outstanding 279,583 shares at 2018 - in thousands. Additional paid-in capital Treasury stock, at cost at 15,451 at 2019 and 13,797 shares at 2018, respectively - in thousands Retained earnings Total shareholders’ equity $ 542,174 $ 438,961 420,801 12,325 942,834 58,505 366,021 152,142 2,494,802 148,627 184,288 3,746,094 916,768 27,378 104,864 338,635 12,868 844,815 65,396 337,920 128,716 2,167,311 100,395 — 3,432,786 898,807 17,394 71,975 $7,622,821 $6,688,668 $ 1,014,317 $ 857,559 58,505 366,021 113,841 99,960 337,717 55,000 2,045,361 1,500,343 167,855 328,277 230,706 29,711 716,049 (536,243) 3,140,762 3,350,279 65,212 337,920 105,640 87,345 279,310 50,000 1,782,986 1,456,990 — 315,732 132,392 29,338 615,180 (477,572) 2,833,622 3,000,568 Total liabilities and shareholders’ equity $7,622,821 $6,688,668 See accompanying notes to Consolidated Financial Statements. 40 BROWN & BROWN, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except per share data) Shares Par Value Common Stock Additional Paid-In Capital Treasury Stock Retained Earnings Total Balance at January 1, 2017 285,461 $28,547 $ 454,707 $ (257,683) $2,134,640 $2,360,211 Net income Net unrealized holding (loss) gain on available-for-sale securities 399,630 399,630 (47) 41 (6) Common stock issued for employee stock benefit plans 1,412 140 39,825 Purchase of treasury stock (11,250) (128,639) Common stock issued to directors 22 2 498 39,965 (139,889) 500 Cash dividends paid ($0.28 per share) (77,712) (77,712) Balance at December 31, 2017 286,895 28,689 483,733 (386,322) 2,456,599 2,582,699 Adoption of Topic 606 at January 1, 2018 117,515 117,515 Beginning balance after adoption of Topic 606 286,895 28,689 483,733 (386,322) 2,574,114 2,700,214 Net income Net unrealized holding (loss) gain on available-for-sale securities Common stock issued for employee stock benefit plans Common stock issued for agency acquisitions 3,096 3,376 310 338 (21) 39,857 99,662 Purchase of treasury stock (8,750) (91,250) Common stock issued to directors 13 1 699 344,255 344,255 (57) (78) 40,167 100,000 (100,000) 700 Cash dividends paid ($0.31 per share) (84,690) (84,690) Balance at December 31, 2018 293,380 29,338 615,180 (477,572) 2,833,622 3,000,568 Net Income Net unrealized holding (loss) gain on available-for-sale securities Common stock issued for employee stock benefit plans Common stock issued for agency acquisitions 3,129 569 313 57 Purchase of treasury stock 182 59,867 19,943 20,000 (58,671) Common stock issued to directors 28 3 877 398,514 398,514 (30) 152 60,180 20,000 (38,671) 880 Cash dividends paid ($0.33 per share) (91,344) (91,344) Balance at December 31, 2019 297,106 $29,711 $ 716,049 $ (536,243) $3,140,762 $3,350,279 See accompanying notes to Consolidated Financial Statements. T R O P E R L A U N N A 9 1 0 2 41 BROWN & BROWN, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Amortization Depreciation Non-cash stock-based compensation Change in estimated acquisition earn-out payables Deferred income taxes Amortization of debt discount and disposal of deferred financing costs Accretion of discounts and premiums, investments (Gain)/loss on sales of investments, fixed assets and customer accounts Payments on acquisition earn-outs in excess of original estimated payables Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: Premiums, commissions and fees receivable (increase) decrease Reinsurance recoverables (increase) decrease Prepaid reinsurance premiums (increase) decrease Other assets (increase) decrease Premiums payable to insurance companies (increase) decrease Premium deposits and credits due customers increase (decrease) Losses and loss adjustment reserve increase (decrease) Unearned premiums increase (decrease) Accounts payable increase (decrease) Accrued expenses and other liabilities increase (decrease) Other liabilities increase (decrease) Net cash provided by operating activities Cash flows from investing activities: Additions to fixed assets Payments for businesses acquired, net of cash acquired Proceeds from sales of fixed assets and customer accounts Purchases of investments Proceeds from sales of investments Net cash used in investing activities Cash flows from financing activities: Payments on acquisition earn-outs Proceeds from long-term debt Payments on long-term debt Deferred debt issuance costs Borrowings on revolving credit facilities Payments on revolving credit facilities Issuances of common stock for employee stock benefit plans Repurchase of stock benefit plan shares for employees to fund tax withholdings Purchase of treasury stock Settlement (prepayment) of accelerated share repurchase program Cash dividends paid Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents inclusive of restricted cash Cash and cash equivalents inclusive of restricted cash at beginning of period Cash and cash equivalents inclusive of restricted cash at end of period Year Ended December 31, 2019 2018 2017 $ 398,514 $ 344,255 $ 399,630 105,298 23,417 46,994 (1,366) 12,383 2,054 (5) (9,550) (351) (86,778) 6,891 (28,101) (46,520) 148,658 7,820 (6,707) 28,101 17,800 43,330 16,298 678,180 86,544 22,834 33,519 2,969 15,008 1,627 (10) (1,934) (12,538) (93,630) 412,424 (16,903) (22,440) 141,169 13,792 (411,509) 16,903 21,880 22,801 (9,232) 567,529 (73,108) (353,043) 21,592 (17,520) 8,494 (413,585) (41,520) (923,874) 4,984 (9,284) 17,923 (951,771) 85,446 22,698 30,631 9,200 (102,183) 1,840 22 (1,841) (14,501) (43,306) (399,737) (12,356) (9,747) 37,380 7,750 398,638 12,356 26,798 25,509 (32,252) 441,975 (24,192) (41,471) 4,094 (10,665) 9,644 (62,590) (9,566) 350,000 (50,000) (3,701) 100,000 (350,000) 24,999 (10,933) (58,671) 20,000 (91,344) (79,216) 185,379 777,596 (29,265) — (96,750) (2,821) — — 17,422 (7,565) (128,639) (11,250) (77,712) (336,580) 42,805 781,283 $ 962,975 $ 777,596 $ 824,088 (14,059) 300,000 (120,000) (778) 600,000 (250,000) 19,432 (12,155) (91,250) (8,750) (84,690) 337,750 (46,492) 824,088 See accompanying notes to Consolidated Financial Statements. Refer to Note 13 for reconciliation of cash and cash equivalents inclusive of restricted cash. 42 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Summary of Significant Accounting Policies Nature of Operations Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and service organization that markets and sells insurance products and services, primarily in the property, casualty and employee benefits areas. Brown & Brown’s business is divided into four reportable segments. The Retail Segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. The National Programs Segment, which acts as a managing general agent (“MGA”), provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through a nationwide network of independent agents, including Brown & Brown retail agents. The Wholesale Brokerage Segment markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents. The Services Segment provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-Aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The impact of ASU 2018-15 is not expected to be material to the Company. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The new guidance eliminates Step 2 of the goodwill impairment test. The updated guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its carrying value, and recognizing a non-cash impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. ASU 2017- 04 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and will be applied prospectively. The Company is currently evaluating the impact of this guidance on future interim or annual goodwill impairment tests performed. Recently Adopted Accounting Standards In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)”: Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. ASU 2016-15 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2016-15 effective January 1, 2018, and has determined there is no impact on the Company’s Statement of Cash Flows. The Company already presented cash paid on contingent consideration in business combination as prescribed by ASU 2016-15 and does not, at this time, engage in the other activities being addressed in this ASU. T R O P E R L A U N N A 9 1 0 2 43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In March 2016, the FASB issued ASU 2016-08, “Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)” (“ASU 2016-08”) to clarify certain aspects of the principal-versus-agent guidance included in the new revenue standard ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. The Company adopted ASU 2016-08 effective contemporaneously with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 was limited to the claims administering activities of one of our businesses within our Services Segment and therefore was not material to the net income of the Company. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“Topic 842”), which provides guidance for accounting for leases. Under Topic 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. Effective as of January 1, 2019, the Company adopted Topic 842, and all related amendments, which established Accounting Standards Codification (“ASC”) Topic 842. The Company adopted these standards by the recognition of right-of-use assets and related lease liabilities on the balance sheet. As permitted by Topic 842, the Company elected the transition practical expedient to adopt as of January 1, 2019, the date of initial application under the modified retrospective approach for leases existing at that date, with an adjustment to retained earnings. As a result, the Consolidated Balance Sheets at December 31, 2018 was not restated and continues to be reported under ASC Topic 840 (“Topic 840”) which did not require the recognition of operating lease liabilities on the balance sheet, and thus is not comparative. For the year ended December 31, 2019, all of the Company’s leases are classified as operating leases, which are primarily real estate leases for office space. The expense recognition for operating leases under Topic 842 is substantially consistent with Topic 840, where operating lease charges are recorded entirely in operating expenses. As a result, there is no significant difference in the Company’s results of operations presented in the Company’s Condensed Consolidated Statements of Income for each period presented. The adoption of Topic 842 had a significant impact on the Company’s balance sheet with the recognition of the operating lease right-of-use asset and the liability for operating leases. Upon adoption, leases that were classified as operating leases under Topic 840 were classified as operating leases under Topic 842. For the adoption of Topic 842, the Company recorded an adjustment of $202.9 million to operating lease right-of-use asset and the related lease liability, with no impact to retained earnings. The deferred rent previously accrued under Topic 840 was reclassified to the right-of-use asset upon the adoption of Topic 842. The lease liability is the present value of the remaining minimum lease payments, determined under Topic 840, discounted using the Company’s incremental borrowing rate at the effective date of January 1, 2019. As permitted under Topic 842, the Company elected to use the practical expedient that permits the Company to not reassess whether a contract is or contains a lease, the classification of the Company’s existing operating leases, and initial direct costs for any existing leases. The Company did not elect the practical expedient to use hindsight in determining the lease term (when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. The application of the practical expedient did not have a significant impact on the measurement of the operating lease liability. The impact of the adoption of Topic 842 on the balance sheet at January 1, 2019, was (in thousands): (in thousands) Balance Sheet Assets: Other current assets Operating lease assets Total Assets Liabilities: Accrued expenses and other liabilities Operating lease liabilities Total Liabilities Balance at December 31, 2018 Adjustments due to Topic 842 Balance at January 1, 2019 $ 128,716 $ (3,004) $ 125,712 — 178,304 178,304 6,688,668 175,300 6,863,968 279,310 13,836 293,146 — 161,464 161,464 3,688,100 175,300 3,863,400 For contracts entered into on or after the January 1, 2019, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. This assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset 44 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS throughout the period, and (3) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2019 are accounted for under Topic 840 and were not reassessed. For real estate leases that contain both lease and non-lease components, the Company elected to account the lease components together with non-lease components (e.g., common-area maintenance). Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, or the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. None of the Company’s real estate leases for office space meet the definition of a finance lease. The Company’s policy is to own, rather than lease, equipment. For leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments under the lease. For the Company’s operating leases, the lease payments are discounted using an incremental borrowing rate, which approximates the rate of interest that would be paid on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Some of the Company’s real estate leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and based on the minimum amount stated in the lease. Lease components are included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate, or payments based on a change in the Company’s portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. Lease modifications result in remeasurement of the right-of-use assets and the lease liability. Lease expense for operating leases consists of the lease payments, inclusive of lease incentives, plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. The Company elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a total term of 12 months or less. The effect of short-term leases on the Company’s right-of-use asset and lease liability would not be significant. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), which provides guidance for revenue recognition. Topic 606 affects any entity that either enters into contracts with customers to transfer goods or services. It supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. Effective as of January 1, 2018, the Company adopted ASU 2014–09, and all related amendments, which established ASC Topic 606. The Company adopted these standards by recognizing the cumulative effect as an adjustment to opening retained earnings at January 1, 2018, under the modified retrospective method for contracts not completed as of the day of adoption. The cumulative impact of adopting Topic 606 on January 1, 2018 was an increase in retained earnings within stockholders’ equity of $117.5 million. Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and, therefore, such information presented prior to January 1, 2018 continue to be reported under the Company’s previous accounting policies. The following areas are impacted by the adoption of Topic 606: The Company earns commissions and fees paid by insurance carriers for the binding of insurance coverage. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is T R O P E R L A U N N A 9 1 0 2 45 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS recognized over the period of time in which the customer receives the service, and as the performance obligations are fulfilled and the Company is entitled to that portion of revenue using the output method for the services. In situations where multiple performance obligations exist within a contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Commission revenues – Prior to the adoption of Topic 606, commission revenues, including those billed on an installment basis, were recognized on the latter of the policy effective date or the date that the premium was billed to the customer, with the exception of the Company’s Arrowhead businesses, which followed a policy of recognizing these revenues on the latter of the policy effective date or processed date in our systems. As a result of the adoption of Topic 606, commission revenues associated with the issuance of policies are now recognized upon the effective date of the associated policy. The overall impact of these changes are not significant on a full-year basis, but the timing of recognizing revenue has impacted our fiscal quarters when compared to prior years. These commission revenues, including those billed on an installment basis, are now recognized earlier than they had been previously. Revenue is now accrued based upon the completion of the performance obligation, thereby creating a current asset for the unbilled revenue, until such time as an invoice is generated, which typically does not exceed 12 months. For the year ended December 31, 2018, the adoption of Topic 606 increased base and incentive commissions revenue, as defined in Note 2, by $9.9 million compared to what would have been recognized under the Company’s previous accounting policies. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions – Prior to the adoption of Topic 606, revenue that was not fixed and determinable because a contingency existed was not recognized until the contingency was resolved. Under Topic 606, the Company must estimate the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions and fees. In connection with Topic 606, profit-sharing contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognizing profit-sharing contingent commissions will now more closely follow a similar pattern as our commissions and fees with any true-ups recognized when payments are received or as additional information that affects the estimate becomes available. For the year ended December 31, 2018, the adoption of Topic 606 reduced profit-sharing contingent commissions revenue by $2.3 million compared to what would have been recognized under our previous accounting policies. Fee revenues – The Company earns fee revenue related to services other than securing insurance coverage, which are predominantly in the Company’s National Programs and Services Segments, and to a lesser extent in the large accounts businesses within the Company’s Retail Segment, where the Company receives negotiated fees in lieu of a commission. In accordance with Topic 606, fee revenue from fee agreements are recognized in earlier periods and others in later periods as compared to our previous accounting treatment depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. The overall impact of these changes is not significant on a full-year basis, but the timing of recognizing fees revenue will impact our fiscal quarters when compared to prior years. For the year ended December 31, 2018, the adoption of Topic 606 increased fees revenue by $6.2 million compared to what would have been recognized under our previous accounting policies, including a one-time $10.5 million increase for revenues within our Services Segment. Excluding this increase, fee revenues would have decreased by $4.3 million. Additionally, the Company has evaluated ASC Topic 340 – Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain – The adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period, which is consistent with the analysis performed on acquired customer accounts and referenced in Note 5 to the Company’s consolidated financial statements. For incremental costs with an amortization period of less than 12 months, the costs are expensed as incurred. For the year ended December 31, 2018, the Company deferred $13.7 million of incremental cost to obtain customer contracts. The Company expensed $0.5 million of the incremental cost to obtain customer contracts for the year ended December 31, 2018. Cost to fulfill – The adoption of ASC 340 resulted in the Company deferring certain costs to fulfill contracts and to recognize these costs as the associated performance obligations are fulfilled. In order for contract fulfillment costs to be deferred under ASC 340, the costs must (1) relate directly to a specific contract or anticipated contract, (2) generate or enhance resources that the Company will use in satisfying its obligations under the contract, and (3) be expected to be recovered 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS through sufficient net cash flows from the contract. The Company does not expect the overall impact of these changes to be significant on a full-year basis, but the timing of recognizing these expenses will impact quarterly results compared to prior years as such recognition better aligns with the associated revenue. With the modified retrospective adoption of Topic 606, the Company deferred $52.7 million in contract fulfillment costs on its opening balance sheet on January 1, 2018 based upon the estimated average time spent on policy renewals. For the year ended December 31, 2018, the Company had net expense of $1.3 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled. In connection with the implementation of Topic 606 and ASC 340, we modified, and in some instances instituted, additional accounting procedures, processes and internal controls. While the relative impacts of these standards to our revenue and expense streams are significant during a calendar year, we do not view these modifications and additions as a material change in our internal controls over financial reporting on a full year basis. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance Sheet Assets: Premiums, commissions and fees receivable Other current assets Liabilities: Premiums payable to insurance companies Accounts payable Accrued expenses and other liabilities Deferred income taxes, net Shareholders’ Equity: Retained earnings Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 $ 546,402 $153,058 $ 699,460 47,864 52,680 100,544 685,163 64,177 228,748 256,185 12,107 697,270 8,747 72,924 22,794 251,542 44,575 300,760 $2,456,599 $117,515 $2,574,114 The $52.7 million adjustment to other current assets reflects the deferral of certain cost to fulfill contracts. The $12.1 million adjustment to premiums payable to insurance companies reflects the estimated amount payable to outside brokers on unbilled premiums, commissions and fees receivable. The $8.7 million adjustment to accounts payable and the $22.8 million adjustment to accrued expenses and other liabilities consists of commissions payable and deferred revenue, respectively. The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. (in thousands) Statement of Income Revenues: Commissions and fees Expenses: Employee compensation and benefits Other operating expenses Income taxes Net income December 31, 2018 Impact of adopting the New Revenue Standard Balances without the New Revenue Standard As reported $2,009,857 $18,399 $1,991,458 1,068,914 332,118 118,207 (8,835) 10,621 4,246 1,077,749 321,497 113,961 $ 344,255 $12,367 $ 331,888 T R O P E R L A U N N A 9 1 0 2 47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Brown & Brown, Inc. and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Consolidated Financial Statements. Segment results for prior periods have been recast, where appropriate, to reflect the current year segmental structure. Certain reclassifications have been made to the prior year amounts reported in this Annual Report in order to conform to the current year presentation. Revenue Recognition The Company earns commissions paid by insurance carriers for the binding of insurance coverage. Commissions are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over a period of time as the performance obligations are fulfilled. The Company earns fee revenue by receiving negotiated fees in lieu of a commission and from services other than securing insurance coverage. Fee revenues from certain agreements are recognized depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. In situations where multiple performance obligations exist within a fee contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions. Profit-sharing contingent commissions and incentive commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions based on the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Guaranteed supplemental commissions, a form of variable consideration, represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. Management determines the policy cancellation reserve based upon historical cancellation experience adjusted for any known circumstances. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments with quoted market prices having maturities of three months or less when purchased. Restricted Cash and Investments, and Premiums, Commissions and Fees Receivable In our capacity as an insurance agent or broker, the Company typically collects premiums from insureds and, after deducting the authorized commissions, remits the net premiums to the appropriate insurance company or companies. Accordingly, as reported in the Consolidated Balance Sheets, premiums are receivable from insureds. Unremitted net insurance premiums are held in a fiduciary capacity until the Company disburses them. Where allowed by law, the Company invests these unremitted funds only in cash, money market accounts, tax-free variable-rate demand bonds and commercial paper held for a short-term. In certain states in which the Company operates, the use and investment alternatives for these funds are regulated and restricted by various state laws and agencies. These restricted funds are reported as restricted cash and investments on the Consolidated Balance Sheets. The interest income earned on these unremitted funds, where allowed by state law, is reported as investment income in the Consolidated Statement of Income. 48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In other circumstances, the insurance companies collect the premiums directly from the insureds and remit the applicable commissions to the Company. Accordingly, as reported in the Consolidated Balance Sheets, commissions are receivables from insurance companies. Fees are primarily receivables due from customers. Investments Certificates of deposit, and other securities, having maturities of more than three months when purchased are reported at cost and are adjusted for other-than-temporary market value declines. The Company’s investment holdings include U.S. Government securities, municipal bonds, domestic corporate and foreign corporate bonds as well as short-duration fixed income funds. Investments within the portfolio or funds are held as available-for-sale and are carried at their fair value. Any gain/loss applicable from the fair value change is recorded, net of tax, as other comprehensive income within the equity section of the Consolidated Balance Sheets. Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis. Fixed Assets Fixed assets, including leasehold improvements, are carried at cost, less accumulated depreciation and amortization. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income. Depreciation has been determined using the straight-line method over the estimated useful lives of the related assets, which range from three to 15 years. Leasehold improvements are amortized on the straight-line method over the shorter of the useful life of the improvement or the term of the related lease. Goodwill and Amortizable Intangible Assets All of our business combinations initiated after June 30, 2001, are accounted for using the acquisition method. Acquisition purchase prices are typically based upon a multiple of average annual EBITDA, operating profit and/or core revenue earned over a period of three years within a minimum and maximum price range. The recorded purchase prices for all acquisitions consummated after January 1, 2009, include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations are recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions contained in the respective purchase agreements. In determining fair value, the acquired business’ future performance is estimated using financial projections developed by management for the acquired business and this estimate reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These estimates are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Amortizable intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts and non-compete agreements. Purchased customer accounts and non-compete agreements are amortized on a straight-line basis over the related estimated lives and contract periods, which range from three to 15 years. Purchased customer accounts primarily consist of records and files that contain information about insurance policies and the related insured parties that are essential to policy renewals. The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and amortizable intangible assets is assigned to goodwill. While goodwill is not amortizable, it is subject to assessment at least annually, and more frequently in the presence of certain circumstances, for impairment by application of a fair value-based test. The Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. Fair value is estimated based upon multiples of earnings before interest, income taxes, depreciation, amortization and change in estimated acquisition earn-out payables (“EBITDAC”), or on a discounted cash flow basis. The Company completed its most recent annual assessment as of November 30, 2019, and determined that the fair value of goodwill significantly exceeded the carrying value of such assets. In addition, as of December 31, 2019, there are no accumulated impairment losses. T R O P E R L A U N N A 9 1 0 2 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The carrying value of amortizable intangible assets attributable to each business or asset group comprising the Company is periodically reviewed by management to determine if there are events or changes in circumstances that would indicate that its carrying amount may not be recoverable. Accordingly, if there are any such changes in circumstances during the year, the Company assesses the carrying value of its amortizable intangible assets by considering the estimated future undiscounted cash flows generated by the corresponding business or asset group. Any impairment identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted. There were no impairments recorded for the years ended December 31, 2019, 2018 and 2017. Income Taxes The Company records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and the income tax bases of the Company’s assets and liabilities. The Company files a consolidated federal income tax return and has elected to file consolidated returns in certain states. Deferred income taxes are provided for in the Consolidated Financial Statements and relate principally to expenses charged to income for financial reporting purposes in one period and deducted for income tax purposes in other periods. Net Income Per Share Basic net income per share is computed based on the weighted average number of common shares (including participating securities) issued and outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares issued and outstanding plus equivalent shares, assuming the exercise of stock options. The dilutive effect of stock options is computed by application of the treasury-stock method. The weighted average number of common shares outstanding for 2017 reflects the 2-for-1 stock split that occurred on March 28, 2018. The following is a reconciliation between basic and diluted weighted average shares outstanding for the years ended December 31: (in thousands, except per share data) Net income Net income attributable to unvested awarded performance stock Net income attributable to common shares Weighted average number of common shares outstanding – basic Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic Weighted average number of common shares outstanding for basic earnings per common share Dilutive effect of stock options Weighted average number of shares outstanding – diluted Net income per share: Basic Diluted 2019 2018 2017(1) $ 398,514 $ 344,255 $ 399,630 (12,873) (8,297) (9,746) $385,641 $335,958 $389,884 281,566 277,663 279,394 (9,095) (6,692) (6,814) 272,471 270,971 272,580 2,145 4,550 5,006 274,616 275,521 277,586 $ $ 1.42 1.40 $ $ 1.24 1.22 $ $ 1.43 1.40 (1) The weighted average number of common shares outstanding for 2017 reflects the 2-for-1 stock split that occurred on March 28, 2018. Fair Value of Financial Instruments The carrying amounts of the Company’s financial assets and liabilities, including cash and cash equivalents; restricted cash and short-term investments; investments; premiums, commissions and fees receivable; reinsurance recoverable; prepaid reinsurance premiums; premiums payable to insurance companies; losses and loss adjustment reserve; unearned premium; premium deposits and credits due customers and accounts payable, at December 31, 2019 and 2018, approximate fair value because of the short-term maturity of these instruments. The carrying amount of the Company’s long-term debt approximates fair value at December 31, 2019 and 2018 as our fixed-rate borrowings of $848.7 million approximate their values using market quotes of notes with the similar terms as ours, which we deem a close approximation of current market rates. The estimated fair value of the $715.0 million currently outstanding approximates the carrying value due to the variable interest rate based 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS upon adjusted LIBOR. See Note 3 to our Consolidated Financial Statements for the fair values related to the establishment of intangible assets and the establishment and adjustment of earn-out payables. See Note 6 for information on the fair value of investments and Note 9 for information on the fair value of long-term debt. Non-Cash Stock-Based Compensation The Company grants non-vested stock awards to its employees and officers and fully vested stock awards to directors. The Company uses the modified-prospective method to account for share-based payments. Under the modified-prospective method, compensation cost is recognized for all share-based payments granted on or after January 1, 2006, and for all awards granted to employees prior to January 1, 2006, that remained unvested on that date. The Company uses the alternative-transition method to account for the income tax effects of payments made related to stock-based compensation. The Company uses the Black-Scholes valuation model for valuing all stock options and shares purchased under the Employee Stock Purchase Plan (the “ESPP”). Compensation for non-vested stock awards is measured at fair value on the grant date based upon the number of shares expected to vest. Compensation cost for all awards is recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period. Reinsurance The Company protects itself from claims-related losses by reinsuring all claims risk exposure. The only line of insurance in which the Company acts in a risk-bearing capacity is flood insurance associated with the Wright National Flood Insurance Company (“WNFIC”), which is part of our National Programs Segment. However, all exposure is reinsured with the Federal Emergency Management Agency (“FEMA”) for basic admitted policies conforming to the National Flood Insurance Program. For excess flood insurance policies, all exposure is reinsured with a reinsurance carrier with an AM Best Company rating of “A” or better. Reinsurance does not legally discharge the ceding insurer from the primary liability for the full amount due under the reinsured policies. Reinsurance premiums, commissions, expense reimbursement and reserves related to ceded business are accounted for on a basis consistent with the accounting for the original policies issued and the terms of reinsurance contracts. Premiums earned and losses and loss adjustment expenses incurred are reported net of reinsurance amounts. Other underwriting expenses are shown net of earned ceding commission income. The liabilities for unpaid losses and loss adjustment expenses and unearned premiums are reported gross of ceded reinsurance recoverable. Balances due from reinsurers on unpaid losses and loss adjustment expenses, including an estimate of such recoverables related to reserves for incurred but not reported (“IBNR”) losses, are reported as assets and are included in reinsurance recoverable even though amounts due on unpaid loss and loss adjustment expense are not recoverable from the reinsurer until such losses are paid. The Company does not believe it is exposed to any material credit risk through its reinsurance as the reinsurer is FEMA for basic admitted flood policies and national reinsurance carriers for private flood policies, which has an AM Best Company rating of “A” or better. Historically, no amounts due from reinsurance carriers have been written off as uncollectible. Unpaid Losses and Loss Adjustment Reserve Unpaid losses and loss adjustment reserve include amounts determined on individual claims and other estimates based upon the past experience of WNFIC and the policyholders for IBNR claims, less anticipated salvage and subrogation recoverable. The methods of making such estimates and for establishing the resulting reserves are continually reviewed and updated, and any adjustments resulting therefrom are reflected in operations currently. WNFIC engages the services of outside actuarial consulting firms (the “Actuaries”) to assist on an annual basis to render an opinion on the sufficiency of the Company’s estimates for unpaid losses and related loss adjustment reserve. The Actuaries utilize both industry experience and the Company’s own experience to develop estimates of those amounts as of year-end. These estimated liabilities are subject to the impact of future changes in claim severity, frequency and other factors. In spite of the variability inherent in such estimates, management believes that the liabilities for unpaid losses and related loss- adjustment reserve are adequate. Premiums from WNFIC are recognized as income over the coverage period of the related policies. Unearned premiums represent the portion of premiums written that relate to the unexpired terms of the policies in force and are determined on a daily pro rata basis. The income is recorded to the commissions and fees line of the income statement. T R O P E R L A U N N A 9 1 0 2 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2. Revenues The following tables present the revenues disaggregated by revenue source: (in thousands) Base commissions(1) Fees(2) Incentive commissions(3) Profit-sharing contingent commissions(4) Guaranteed supplemental commissions(5) Investment income(6) Other income, net(7) Total Revenues (in thousands) Base commissions(1) Fees(2) Incentive commissions(3) Profit-sharing contingent commissions(4) Guaranteed supplemental commissions(5) Investment income(6) Other income, net(7) Total Revenues Twelve months ended December 31, 2019 Retail National Programs Wholesale Brokerage Services Other(8) Total $ 994,170 $ 338,058 $ 242,380 $ — $ (128) $ 1,574,480 246,135 151,298 56,852 193,641 (1,160) 646,766 80,505 (524) 34,150 17,517 11,056 10,566 149 1,096 1,397 72 1,252 7,499 1,443 178 483 — — — 27 — — 139 3,917 1 2 81,260 59,166 23,065 5,780 1,654 $1,367,261 $518,384 $310,087 $193,781 $ 2,658 $2,392,171 Twelve months ended December 31, 2018 Retail National Programs Wholesale Brokerage Services Other(8) Total $ 811,820 $ 324,168 $ 226,117 $ — $ (68) $1,362,037 148,121 144,195 50,571 189,041 (1,090) 530,838 48,698 1,543 24,517 23,896 8,535 2 1,070 76 506 79 864 7,462 1,350 165 485 — — — 41 — — 205 1,868 — 9 51,146 55,875 9,961 2,746 1,643 $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $2,014,246 (1) Base commissions generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control. (2) Fee revenues relate to fees for services other than securing coverage for our customers, fees negotiated in lieu of commissions, and automotive finance and insurance products (“F&I”). (3) Incentive commissions include additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. (4) Profit-sharing contingent commissions are based primarily on underwriting results, but may also reflect considerations for volume, growth and/or retention. (5) Guaranteed supplemental commissions represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. (6) Investment income consists primarily of interest on cash and investments. (7) Other income consists primarily of legal settlements and other miscellaneous income. (8) Fees within other reflects the elimination of intercompany revenues. 52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Contract Assets and Liabilities The balances of contract assets and contract liabilities arising from contracts with customers as of December 31, 2019 and 2018 were as follows: (in thousands) Contract assets Contract liabilities December 31, 2019 December 31, 2018 $289,609 $ 58,126 $265,994 $ 53,496 Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in our systems. Deferred revenue (contract liabilities) relates to payments received in advance of performance under the contract before the transfer of a good or service to the customer. As of December 31, 2019, deferred revenue consisted of $41.2 million as current portion to be recognized within one year and $16.9 million in long-term to be recognized beyond one year. As of December 31, 2018, deferred revenue consisted of $37.0 million as current portion to be recognized within one year and $16.5 million in long-term deferred revenue to be recognized beyond one year. Contract assets and contract liabilities arising from acquisitions in 2019 were approximately $6.5 million and $9.3 million, respectively. Contract assets and contract liabilities arising from acquisitions in 2018 were approximately $34.3 million and $3.3 million, respectively. During the 12 months ended December 31, 2019 and 2018, the amount of revenue recognized related to performance obligations satisfied in a previous period, inclusive of changes due to estimates, was approximately $17.2 million and $8.9 million, respectively. Other Assets and Deferred Cost Incremental cost to obtain – The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period. The cost to obtain balance within the Other Assets caption in the Company’s Condensed Consolidated Balance Sheets was $26.9 million and $13.2 million as of December 31, 2019, and December 31, 2018, respectively. For the 12 months ended December 31, 2019, the Company deferred $15.1 million of incremental cost to obtain customer contracts. The Company expensed $1.4 million and $0.5 million of the incremental cost to obtain customer contracts for the 12 months ended December 31, 2019, and December 31, 2018, respectively. Cost to fulfill - The Company defers certain costs to fulfill contracts and recognizes these costs as the associated performance obligations are fulfilled. The cost to fulfill balance within the other current assets caption in the Company’s Condensed Consolidated Balance Sheets was $73.3 million and $69.8 million as of December 31, 2019, and December 31, 2018, respectively. For the 12 months ended December 31, 2019, the Company had a net deferral of $1.0 million related to current year deferrals for costs incurred that relate to performance obligations yet to be fulfilled, net of the expense of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period. NOTE 3. Business Combinations During the year ended December 31, 2019, the Company acquired the assets and assumed certain liabilities of 22 insurance intermediaries, all the stock of one insurance intermediary and 4 books of businesses (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC Topic 805 - Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. The recorded purchase price for all acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/ T R O P E R L A U N N A 9 1 0 2 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Based upon the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the year ended December 31, 2019, adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $4.1 million relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments for the year ended December 31, 2019, in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period. Cash paid for acquisitions was $356.3 million and $934.9 million in the years ended December 31, 2019 and 2018, respectively. We completed 23 acquisitions (excluding book of business purchases) during the year ended December 31, 2019. We completed 23 acquisitions (excluding book of business purchases) during the year ended December 31, 2018. The following table summarizes the purchase price allocations made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. These adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. Business segment Effective date of acquisition Cash paid Common stock issued Other payable Recorded earn-out payable Net assets acquired Maximum potential earn- out payable Retail February 1, 2019 $ 20,129 $ — $ — $ 2,704 $ 22,833 $ 4,550 (in thousands) Name Smith Insurance Associates, Inc. (Smith) Donald P. Pipino Company, LTD (Pipino) AGA Enterprises, LLC d/b/a Cossio Insurance Agency (Cossio) Innovative Risk Solutions, Inc. (IRS) WBR Insurance Agency, LLC et al (WBR) West Ridge Insurance Agency, Inc. d/b/a Yozell Associates (Yozell) Retail February 1, 2019 16,420 Medval, LLC (Medval) Services March 1, 2019 Retail March 1, 2019 13,990 29,106 United Development Systems, Inc. (United) Retail May 1, 2019 18,987 Twinbrook Insurance Brokerage, Inc. (Twinbrook) Retail June 1, 2019 26,251 Retail July 1, 2019 26,435 Retail August 1, 2019 10,667 135 9,821 26,376 12,996 10 100 696 1,684 14,696 30,890 2,000 2,500 388 3,268 22,643 8,625 400 1,565 28,216 5,073 2,465 6,109 35,009 9,000 203 2,197 13,067 4,575 — — — — — — — — CKP Insurance, LLC (CKP) Retail August 1, 2019 20,000 4,000 38,093 151,283 Retail August 1, 2019 470 768 14,268 13,030 89,190 6,730 76,500 Poole Professional Ltd. Insurance Agents and Brokers et al (Poole) VerHagen Glendenning & Walker LLP (VGW) Other Total Retail October 1, 2019 32,358 Retail October 1, 2019 Various Various 23,032 36,665 — — — 75 4,556 36,989 6,850 1,498 2,391 2,385 9,026 26,915 48,082 8,170 14,454 $ 356,260 $20,000 $12,135 $ 82,872 $ 471,267 $162,023 54 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) Smith Pipino Cossio Medval United Twinbrook IRS WBR Yozell Cash $ — $ — $ — $ 3,217 $ — $ — $ — $ — $ — $ Other current assets Fixed assets Goodwill Purchased customer accounts Non-compete agreements Other assets 680 39 819 112 236 29 1,708 50 477 20 919 85 1,375 449 1,781 11 10 12 16,042 16,765 10,010 19,108 15,111 18,935 24,938 9,096 8,904 110,495 6,500 11,360 4,403 7,300 7,065 8,557 8,800 4,022 3,550 32,274 41 — 11 772 21 — 1 15 11 — 12 — 11 — 34 — 21 — 21 — CKP — 9,170 193 Total assets acquired 23,302 29,839 14,699 31,399 22,684 28,508 35,135 13,611 14,268 152,153 Other current liabilities (469) (3,463) Other liabilities — — Total liabilities assumed (469) (3,463) (3) — (3) (480) (29) (509) (41) — (41) (292) (126) — — (292) (126) (166) (378) (544) — — — (870) — (870) Net assets acquired $22,833 $26,376 $14,696 $ 30,890 $22,643 $ 28,216 $35,009 $13,067 $14,268 $151,283 (in thousands) Cash Other current assets Fixed assets Goodwill Purchased customer accounts Non-compete agreements Other assets Total assets acquired Other current liabilities Other liabilities Total liabilities assumed Net assets acquired Poole VGW Other Total $ — $ — $ — $ 3,217 938 1,190 (6,786) 12,956 4 20 (130) 455 28,233 16,595 34,314 328,546 10,359 9,092 15,020 128,302 33 — 34 — 161 (732) 412 55 39,567 26,931 41,847 473,943 (2,578) — (2,578) (16) — (16) 6,235 (2,269) — (407) 6,235 (2,676) $36,989 $26,915 $48,082 $471,267 The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, five years. Goodwill of $328.5 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $302.6 million, $0.1 million, $6.5 million and $19.3 million, respectively. Of the total goodwill of $328.5 million, the amount currently deductible for income tax purposes is $245.6 million and the remaining $82.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2019, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2019, included in the Consolidated Statement of Income for the year ended December 31, 2019, were $49.1 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2019, included in the Consolidated Statement of Income for the year ended December 31, 2019, was $3.4 million, excluding one T R O P E R L A U N N A 9 1 0 2 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS acquisition from the third quarter of 2019 which recognizes primarily all of its revenues in the first quarter of each year. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) (in thousands, except per share data) Total revenues Income before income taxes Net income Net income per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted Year Ended December 31, 2019 2018 $2,447,401 $2,120,867 $ 545,182 $ 496,076 $ 412,974 $ 369,277 $ $ 1.47 $ 1.46 $ 1.33 1.31 272,471 270,971 274,616 275,521 Acquisitions in 2018 During the year ended December 31, 2018, the Company acquired the assets and assumed certain liabilities of 20 insurance intermediaries, all the stock of three insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. For the year ended December 31, 2018, several adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $21.4 thousand, relating to the assumption of certain liabilities. 56 The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Business segment Effective date of acquisition Common stock issued Cash paid Other payable Recorded earn-out payable Net assets acquired Maximum potential earn- out payable Retail February 1, 2018 $ 20,400 $ — $ 200 $ 2,384 $ 22,984 $ 3,600 Retail March 1, 2018 13,176 1,490 2,080 16,746 2,920 Automotive Development Group, LLC (ADG) Retail May 1, 2018 Servco Pacific, Inc. (Servco) Retail June 1, 2018 29,471 76,245 559 17,545 934 47,575 77,179 20,000 7,000 National Programs National Programs July 1, 2018 20,300 July 1, 2018 20,132 Services July 1, 2018 15,025 Retail September 1, 2018 44,940 Retail November 1, 2018 31,121 — — — — — — — — — — — — 1,188 21,488 7,700 1,991 22,123 9,000 9,818 24,843 17,975 410 9,121 54,471 19,500 261 3,720 35,102 9,850 (in thousands) Name Opus Advisory Group, LLC (Opus) Kerxton Insurance Agency, Inc. (Kerxton) Tower Hill Prime Insurance Company (Tower Hill) Health Special Risk, Inc. (HSR) Professional Disability Associates, LLC (PDA) Finance & Insurance Resources, Inc. (F&I) Rodman Insurance Agency, Inc. (Rodman) The Hays Group, Inc. et al (Hays) Dealer Associates, Inc. (Dealer) Other Total Retail November 16, 2018 605,000 100,000 — 19,600 724,600 25,000 Retail December 1, 2018 Various Various 28,825 30,293 — — 1,175 1,367 3,100 5,896 33,100 37,556 12,125 12,998 $934,928 $100,000 $5,462 $77,377 $1,117,767 $147,668 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions. (in thousands) Opus Kerxton ADG Servco Tower Hill HSR PDA F&I Rodman Hays Cash $ — $ — $ — $ 8,188 $ — $ 3,114 $ (248) $ — $ — $ — Other current assets Fixed assets Goodwill Purchased customer accounts Non-compete agreements Other assets 1,215 11 663 10 1,500 7,769 67 179 — — 818 124 1,762 310 999 1,062 36,254 34 45 4,936 16,414 12,423 35,769 54,429 — 18,737 16,547 36,423 26,572 456,217 5,008 4,712 9,751 16,442 21,468 5,516 7,700 16,611 10,129 218,600 21 315 22 419 21 467 1 1,478 20 — 65 21 82 6 21 383 51 542 2,600 13,977 Total assets acquired 22,984 18,249 47,575 88,486 21,488 28,395 26,159 54,471 38,401 732,584 Other current liabilities Other liabilities — — (1,503) — (11,307) — — — — — (5,930) (1,093) (342) (223) Total liabilities assumed — (1,503) — (11,307) — (6,272) (1,316) — — — (3,299) (7,984) — — (3,299) (7,984) Net assets acquired $22,984 $16,746 $47,575 $ 77,179 $21,488 $22,123 $24,843 $54,471 $35,102 $724,600 T R O P E R L A U N N A 9 1 0 2 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) Cash Other current assets Fixed assets Goodwill Purchased customer accounts Non-compete agreements Other assets Total assets acquired Other current liabilities Other liabilities Total liabilities assumed Net assets acquired Dealer Other Total $ — $ — $ 11,054 552 13 323 100 52,917 5,829 21,467 22,712 717,710 10,986 15,085 342,008 21 226 297 754 3,222 18,588 33,265 39,271 1,151,328 (165) (1,715) (32,996) — — (565) (165) (1,715) (33,561) $33,100 $37,556 $1,117,767 The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, five years. Goodwill of $717.7 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $676.9 million, $18.7 million, $5.5 million and $16.5 million, respectively. Of the total goodwill of $717.7 million, the amount currently deductible for income tax purposes is $640.3 million and the remaining $77.4 million relates to the recorded earn- out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2018, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2018, included in the Consolidated Statement of Income for the year ended December 31, 2018, were $82.4 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2018, included in the Consolidated Statement of Income for the year ended December 31, 2018, was $6.3 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) (in thousands, except per share data) Total revenues Income before income taxes Net income Net income per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted Year Ended December 31, 2018 2017 $2,259,812 $2,193,169 $ 504,664 $ 503,927 $ 375,670 $ 447,796 $ $ 1.35 1.33 $ $ 1.60 1.57 270,971 272,580 275,521 277,586 Acquisitions in 2017 During the year ended December 31, 2017, the Company acquired the assets and assumed certain liabilities of 11 insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2017, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $1.5 million, relating to the assumption of certain liabilities. The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions: (in thousands) Name Other Total Business segment Effective date of acquisition Cash paid Other payable Various Various $41,471 $11,708 $41,471 $11,708 Recorded earn-out payable $6,921 $6,921 Net assets acquired $60,100 $60,100 Maximum potential earn- out payable $27,451 $27,451 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) Other current assets Fixed assets Goodwill Purchased customer accounts Non-compete agreements Total assets acquired Other current liabilities Deferred income tax, net Total liabilities assumed Net assets acquired Total $ 601 69 42,172 18,738 721 62,301 (1,512) (689) (2,201) $60,100 The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, five years. Goodwill of $42.2 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $33.1 million, $7.2 million, $1.2 million and $0.7 million, respectively. Of the total goodwill of $42.2 million, $35.3 million is currently deductible for income tax purposes. The remaining $6.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2017, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2017, included in the Consolidated Statement of Income for the year ended December 31, 2017, were $7.8 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2017, included in the Consolidated Statement of Income for the year ended December 31, 2017, was $2.4 million. If the acquisitions T R O P E R L A U N N A 9 1 0 2 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) (in thousands, except per share data) Total revenues Income before income taxes Net income Net income per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted Year Ended December 31, 2017 2016 $1,891,701 $1,784,776 $ 453,397 $ 429,490 $ 401,908 $ 261,133 $ $ 1.44 1.41 $ $ 0.93 0.92 272,580 272,278 277,586 275,608 As of December 31, 2019, the maximum future contingency payments related to all acquisitions totaled $328.7 million, all of which relates to acquisitions consummated subsequent to January 1, 2009. ASC 805 is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009, include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years. As of December 31, 2019, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820-Fair Value Measurement. The resulting additions, payments and net changes, as well as the interest expense accretion on the estimated acquisition earn- out payables, for the years ended December 31, 2019, 2018 and 2017 were as follows: (in thousands) Balance as of the beginning of the period Additions to estimated acquisition earn-out payables from new acquisitions Payments for estimated acquisition earn-out payables Subtotal Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables Interest expense accretion Net change in earnings from estimated acquisition earn-out payables Balance as of December 31, Year Ended December 31, 2019 2018 2017 $ 89,924 $ 36,175 $ 63,821 82,872 77,377 6,920 (9,917) (26,597) (43,766) 162,879 86,955 26,975 (7,298) 5,932 (1,366) 603 2,366 2,969 6,874 2,326 9,200 $161,513 $ 89,924 $ 36,175 Of the $161.5 million of estimated acquisition earn-out payables as of December 31, 2019, $17.9 million was recorded as accounts payable, and $143.6 million was recorded as another non-current liability. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items prior to the one-year anniversary date of the acquisition and may therefore differ from previously reported amounts. Of the $89.9 million of estimated acquisition earn-out payables as of December 31, 2018, $21.1 million was recorded as accounts payable, and $68.8 million was recorded as other non-current liabilities. Of the $36.2 million of estimated acquisition earn-out payables as of December 31, 2017, $25.1 million was recorded as accounts payable, and $11.1 million was recorded as other non-current liabilities. 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4. Goodwill The changes in the carrying value of goodwill by reportable segment for the years ended December 31, are as follows: (in thousands) Balance as of January 1, 2018 Goodwill of acquired businesses Retail National Programs Wholesale Brokerage Services Total $ 1,386,248 $ 908,472 $ 286,098 $ 135,261 $ 2,716,079 676,902 18,737 5,524 16,547 717,710 Goodwill disposed of relating to sales of businesses — (1,003) — — (1,003) Balance as of December 31, 2018 $ 2,063,150 $ 926,206 $ 291,622 $ 151,808 $ 3,432,786 Goodwill of acquired businesses Goodwill disposed of relating to sales of businesses 302,640 (14,499) 74 (739) 6,479 19,353 328,546 — — (15,238) Balance as of December 31, 2019 $2,351,291 $ 925,541 $298,101 $171,161 $3,746,094 NOTE 5. Amortizable Intangible Assets Amortizable intangible assets at December 31, 2019 and 2018 consisted of the following: December 31, 2019 December 31, 2018 Gross carrying value Accumulated amortization Net carrying value Weighted average life in years(1) Gross carrying value Accumulated amortization Net carrying value Weighted average life in years(1) (in thousands) Purchased customer accounts $ 1,925,326 $ (1,011,574) $ 913,752 15.0 $ 1,804,404 $ (909,415) $ 894,989 Non-compete agreements 33,881 (30,865) 3,016 4.6 33,469 (29,651) 3,818 Total $1,959,207 $(1,042,439) $916,768 $1,837,873 $(939,066) $898,807 (1) Weighted average life calculated as of the date of acquisition. 14.9 4.5 Amortization expense for amortizable intangible assets for the years ending December 31, 2020, 2021, 2022, 2023 and 2024 is estimated to be $101.2 million, $97.6 million, $93.1 million, $86.2 million and $82.3 million, respectively. NOTE 6. Investments At December 31, 2019, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Gross unrealized gains Gross unrealized losses Cost Fair value U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 26,487 $ 174 $ (39) $ 26,622 Corporate debt Total 5,324 68 (8) 5,384 $31,811 $242 $(47) $32,006 At December 31, 2019, the Company held $26.6 million in fixed income securities composed of U.S Treasury securities, securities issued by U.S. Government agencies and municipalities, and $5.4 million issued by corporations with investment-grade ratings. Of the total, $4.6 million is classified as short-term investments on the Consolidated Balance Sheets as maturities are less than one year in duration. Additionally, the Company holds $7.7 million in short-term investments, which are related to time deposits held with various financial institutions. T R O P E R L A U N N A 9 1 0 2 61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For securities in a loss position, the following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2019: (in thousands) U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities Corporate debt Total Less than 12 Months 12 Months or More Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses $ — — $ — $ — $ 7,053 $ (39) $ 7,053 — 998 (8) 998 $ — $8,051 $(47) $8,051 $ (39) (8) $(47) The unrealized losses from corporate issuers were caused by interest rate increases. At December 31, 2019, the Company had 10 securities in an unrealized loss position. The corporate securities are highly rated securities with no indicators of potential impairment. Based upon the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2019. At December 31, 2018, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Gross unrealized gains Gross unrealized losses Cost Fair value U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 21,729 Corporate debt Total 623 $22,352 $ 7 — $ 7 $ (222) $ 21,514 — 623 $(222) $22,137 The following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2018: (in thousands) U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities Corporate debt Total Less than 12 Months 12 Months or More Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses $ 5,866 $ (6) $ 12,634 $ (216) $ 18,500 $ (222) 457 — 100 — 557 — $6,323 $(6) $12,734 $(216) $19,057 $(222) The unrealized losses in the Company’s investments in U.S. Treasury Securities and obligations of U.S. Government Agencies and bonds from corporate issuers were caused by interest rate increases. At December 31, 2018, the Company had 20 securities in an unrealized loss position. The contractual cash flows of the U.S. Treasury Securities and obligations of the U.S. Government agencies investments are either guaranteed by the U.S. Government or an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. The corporate securities are highly rated securities with no indicators of potential impairment. Based upon the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2018. The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2019, by contractual maturity are set forth below: (in thousands) Years to maturity: Due in one year or less Due after one year through five years Due after five years through ten years Total 62 Amortized cost Fair value $ 4,616 $ 4,628 27,195 27,378 — — $31,811 $32,006 The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2018, by contractual maturity are set forth below: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) Years to maturity: Due in one year or less Due after one year through five years Due after five years through ten years Total Amortized cost Fair value $ 4,768 $ 4,743 17,584 17,394 — — $22,352 $22,137 The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalty. Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $5.8 million. This along with maturing time deposits yielded total cash proceeds from the sale of investments of $8.5 million in the period of January 1, 2019, to December 31, 2019. These proceeds, along with other sources of cash were used to purchase an additional $17.5 million of fixed maturity securities and to fund certain general corporate purposes. The gains and losses realized on those sales for the period from January 1, 2019, to December 31, 2019 were insignificant. Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $17.1 million for the year ended December 31, 2018. This along with maturing time deposits yielded total cash proceeds from the sale of investments of $17.9 million in the period of January 1, 2018, to December 31, 2018. These proceeds were used to purchase an additional $9.3 million of fixed maturity securities and to fund certain general corporate purposes. The gains and losses realized on those sales for the period from January 1, 2018, to December 31, 2018 were insignificant. Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis. At December 31, 2019, investments with a fair value of approximately $4.1 million were on deposit with state insurance departments to satisfy regulatory requirements. NOTE 7. Fixed Assets Fixed assets at December 31 consisted of the following: (in thousands) Furniture, fixtures and equipment Leasehold improvements Construction in progress Land, buildings and improvements Total cost Less accumulated depreciation and amortization Total 2019 2018 $ 231,005 $ 213,928 42,485 38,035 8,400 39,194 7,568 8,185 319,925 268,875 (171,298) (168,480) $148,627 $100,395 Depreciation and amortization expense for fixed assets amounted to $23.4 million in 2019, $22.8 million in 2018 and $22.7 million in 2017. Construction in progress reflects expenditures related to the construction of the new headquarters in Daytona Beach, Florida. T R O P E R L A U N N A 9 1 0 2 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other liabilities at December 31 consisted of the following: (in thousands) Accrued incentive compensation Accrued compensation and benefits Lease liability(1) Deferred revenue Reserve for policy cancellations Accrued interest Accrued rent and vendor expenses(1) Other Total 2019 2018 $ 144,475 $ 120,228 60,260 43,415 41,180 18,353 10,984 7,422 11,628 51,731 — 37,018 15,197 7,669 34,110 13,357 $337,717 $279,310 (1) The Lease liability is the current portion of the Operating lease liabilities as reflected in the Consolidated Balance Sheets as of December 31, 2019. The accrued rent previously deferred under Topic 840 was reclassified to Operating lease assets upon the adoption of Topic 842 as described in Note 1 “Summary of Significant Accounting Policies”. NOTE 9. Long-Term Debt Long-term debt at December 31, 2019 and 2018 consisted of the following: (in thousands) Current portion of long-term debt: December 31, 2019 December 31, 2018 Current portion of 5-year term loan facility expires 2022 $ 40,000 $ 35,000 Current portion of 5-year term loan credit agreement expires 2023 Total current portion of long-term debt Long-term debt: Note agreements: 4.200% Senior Notes, semi-annual interest payments, balloon due 2024 4.500% Senior Notes, semi-annual interest payments, balloon due 2029 Total notes Credit agreements: 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires June 28, 2022 5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires December 21, 2023 Total credit agreements Debt issuance costs (contra) Total long-term debt less unamortized discount and debt issuance costs Current portion of long-term debt Total debt 15,000 55,000 499,259 349,484 848,743 290,000 100,000 270,000 660,000 (8,400) 1,500,343 55,000 15,000 50,000 499,101 — 499,101 330,000 350,000 285,000 965,000 (7,111) 1,456,990 50,000 $1,555,343 $1,506,990 On June 28, 2017, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with the lenders named therein, JPMorgan Chase Bank, N.A. as administrative agent and certain other banks as co-syndication agents and co-documentation agents. The Amended and Restated Credit Agreement amended and restated the credit agreement dated April 17, 2014, among such parties (the “Original Credit Agreement”). The Amended and Restated Credit Agreement extends the applicable maturity date of the existing revolving credit facility (the “Revolving Credit Facility”) of $800.0 million to June 28, 2022, and re-evidences unsecured term loans at $400.0 million while also extending the applicable maturity date to June 28, 2022. The quarterly term loan principal amortization schedule was reset. At the time of the execution of the Amended and Restated Credit Agreement, $67.5 million of principal from the original unsecured 64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS term loans was repaid using operating cash balances, and the Company added an additional $2.8 million in debt issuance costs related to the Revolving Credit Facility to the Condensed Consolidated Balance Sheets. The Company also expensed to the Condensed Consolidated Statements of Income $0.2 million of debt issuance costs related to the Original Credit Agreement due to certain lenders exiting prior to execution of the Amended and Restated Credit Agreement. The Company also carried forward $1.6 million on the Condensed Consolidated Balance Sheets the remaining unamortized portion of the Original Credit Agreement debt issuance costs, which will be amortized over the term of the Amended and Restated Credit Agreement. On December 31, 2019, the Company made a scheduled principal payment of $10.0 million per the terms of the Amended and Restated Credit Agreement. As of December 31, 2019, there was an outstanding debt balance issued under the term loan of the Amended and Restated Credit Agreement of $330.0 million and $100.0 million borrowings outstanding against the Revolving Credit Facility. As of December 31, 2018, there was an outstanding debt balance issued under the term loan of the Amended and Restated Credit Agreement of $365.0 million with $350.0 million in borrowings outstanding against the Revolving Credit Facility. The Company had borrowed approximately $600.0 million under its Revolving Credit Facility on November 15, 2018 in connection with the closing of the acquisition of certain assets and assumption of certain liabilities of The Hays Group, Inc. and certain of its affiliates. Per the terms of the Amended and Restated Credit Agreement, a scheduled principal payment of $10.0 million is due March 31, 2020. On September 18, 2014, the Company issued $500.0 million of 4.200% unsecured Senior Notes due in 2024. The Senior Notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions and regulations which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay the outstanding balance of $475.0 million on the Revolving Credit Facility and for other general corporate purposes. As of December 31, 2019, and December 31, 2018, there was an outstanding debt balance of $500.0 million exclusive of the associated discount balance. On December 21, 2018, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with the lenders named therein, Wells Fargo Bank, National Association, as administrative agent, and certain other banks as co-syndication agents and as joint lead arrangers and joint bookrunners. The Term Loan Credit Agreement provides for an unsecured term loan in the initial amount of $300.0 million, which may, subject to lenders’ discretion, potentially be increased up to an aggregate amount of $450.0 million (the “Term Loan”). The Term Loan is repayable over the five-year term from the effective date of the Term Loan Credit Agreement, which was December 21, 2018. Based on the Company’s net debt leverage ratio or a non-credit enhanced senior unsecured long-term debt rating as determined by Moody’s Investor Service and Standard & Poor’s Rating Service, the rates of interest charged on the term loan are 1.000% to 1.750%, above the adjusted 1-Month LIBOR rate. On December 21, 2018, the Company borrowed $300.0 million under the Term Loan Credit Agreement and used $250.0 million of the proceeds to reduce indebtedness under the Revolving Credit Facility. As of December 31, 2019, there was an outstanding debt balance issued under the Term Loan of $285.0 million. As of December 31, 2018, there was an outstanding debt balance issued under the Term Loan of $300.0 million. Per the terms of the Term Loan Credit Agreement, a scheduled principal payment of $3.8 million is due March 31, 2020. On March 11, 2019, the Company completed the issuance of $350.0 million aggregate principal amount of the Company’s 4.500% Senior Notes due 2029. The Senior Notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions, which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount, which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay a portion of the outstanding balance of $350.0 million on the Revolving Credit Facility, utilized in connection with the financing related to our acquisition of Hays and for other general corporate purposes. As of December 31, 2019, there was an outstanding debt balance of $350.0 million exclusive of the associated discount balance. The Amended and Restated Credit Agreement and Term Loan Credit Agreement require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of December 31, 2019, and December 31, 2018. The 30-day Adjusted LIBOR Rate for the term loan and Revolving Credit Facility of the Amended and Restated Credit Agreement and Term Loan Credit Agreement as of December 31, 2019, was 1.813%, 1.750% and 1.813%, respectively. Interest paid in 2019, 2018 and 2017 was $58.3 million, $38.0 million, and $36.2 million, respectively. At December 31, 2019, maturities of long-term debt were $55.0 million in 2020, $70.0 million in 2021, $380.0 million in 2022, $210.0 million in 2023, $500.0 million in 2024 and $350.0 million in 2029. T R O P E R L A U N N A 9 1 0 2 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10. Income Taxes On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The Tax Reform Act makes changes to the U.S. tax code that affected our income tax rate in 2017. The Tax Reform Act reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and requires companies to pay a one-time transition tax on certain unrepatriated earnings from foreign subsidiaries. The Tax Reform Act also establishes new tax laws that became effective January 1, 2018. ASC 740 requires a company to record the effects of a tax law change in the period of enactment, however, shortly after the enactment of the Tax Reform Act, the SEC staff issued SAB 118, which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. For 2017, we made a reasonable estimate of the impact of the Tax Reform Act and recorded a one-time credit in our 2017 income tax expense of $120.9 million, which reflects an estimated reduction in our deferred income tax liabilities of $124.2 million as a result of the maximum federal rate decreasing to 21.0% from 35.0%, which was partially offset by an estimated increase in income tax payable in the amount of $3.3 million as a result of the transition tax on cash and cash equivalent balances related to untaxed accumulated earnings associated with our international operations. During 2018, we made a credit adjustment to the transition tax on untaxed international operations in the amount of $1.6 million. This adjustment was a reduction of income tax expense for 2018 as a result of updated calculations based on the Company’s tax filings for the 2017 year end. As of December 31, 2019, management does not expect any further changes to the amounts previously recorded and adjusted under SAB 118. Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) Current: Federal State Foreign Total current provision Deferred: Federal State Foreign Tax Reform Act deferred tax revaluation Total deferred provision Total tax provision 2019 2018 2017 $ 85,507 $ 77,694 $ 129,954 28,905 25,096 21,392 620 409 929 115,032 103,199 152,275 14,994 (2,587) (24) — 8,483 6,519 6 18,999 2,984 — — (124,166) 12,383 15,008 (102,183) $127,415 $118,207 $ 50,092 A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows: Federal statutory tax rate State income taxes, net of federal income tax benefit Non-deductible employee stock purchase plan expense Non-deductible meals and entertainment Non-deductible officers’ compensation Tax Reform Act deferred tax revaluation and transition tax impact Other, net Effective tax rate 66 2019 2018 2017 21.0% 21.0% 35.0% 3.8 0.3 0.3 0.2 — (1.4) 5.7 0.2 0.3 0.3 3.8 0.3 0.3 — (0.3) (1.6) (26.9) (1.4) 24.2% 25.6% 11.1% NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes. Significant components of the Company’s net deferred tax liabilities as of December 31 are as follows: (in thousands) Non-current deferred tax liabilities: Intangible assets Fixed assets ASC 842 lease liabilities Impact of adoption of ASC 606 revenue recognition Net unrealized holding (loss)/gain on available-for-sale securities Total non-current deferred tax liabilities Non-current deferred tax assets: Deferred compensation Accruals and reserves ASC 842 ROU asset Net operating loss carryforwards and 163( j) disallowed carryforwards Valuation allowance for deferred tax assets Total non-current deferred tax assets Net non-current deferred tax liability 2019 2018 $ 360,660 $ 334,200 10,325 46,188 24,687 4,929 — 29,729 36 (78) 441,896 368,780 52,566 7,743 52,185 2,377 (1,252) 41,293 10,455 — 2,196 (896) 113,619 53,048 $328,277 $315,732 On adoption of the new Lease Standard ASC 842, the Company has recorded the 2019 lease liabilities of $46.2 million and ROU assets total $52.2 million. In 2018, the accruals and reserves total of $10.5 million includes the net deferred tax assets associated with accrued leases of $3.9 million. Income taxes paid in 2019, 2018 and 2017 were $110.0 million, $110.6 million and $152.0 million, respectively. At December 31, 2019, the Company had net operating loss carryforwards of $0.1 million and $39.9 million for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2020 through indefinite. The federal carryforward is derived from insurance operations acquired by the Company in 2001. The state carryforward amount is derived from the operating results of certain subsidiaries and from the 2013 stock acquisition of Beecher Carlson Holdings, Inc. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) Unrecognized tax benefits balance at January 1 Gross increases for tax positions of prior years Gross decreases for tax positions of prior years Settlements Unrecognized tax benefits balance at December 31 2019 2018 2017 $ 1,639 $ 1,694 $ 750 778 (791) (499) 594 1,070 (5) — (644) (126) $1,127 $1,639 $1,694 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2019, 2018 and 2017 the Company had $217,635, $197,205 and $228,608 of accrued interest and penalties related to uncertain tax positions, respectively. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized was $1.1 million as of December 31, 2019, $1.6 million as of December 31, 2018 and $1.7 million as of December 31, 2017. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. As a result of a 2006 Internal Revenue Service (“IRS”) audit, the Company agreed to accrue at each December 31, for tax purposes only, a known amount of profit-sharing contingent commissions represented by the actual amount of profit- sharing contingent commissions received in the first quarter of the related year, with a true-up adjustment to the actual T R O P E R L A U N N A 9 1 0 2 67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS amount received by the end of the following March. Since this method for tax purposes differed from the method used for book purposes, it resulted in a current deferred tax asset as of December 31, 2017. As of January 1, 2018, pursuant to ASU 606, Revenue Recognition, the deferred tax asset was removed and was included in the Company’s overall beginning retained earnings adjustment per ASC 606. The Company will now follow book treatment for accrued profit-sharing contingent commissions. The Company is subject to taxation in the United States and various state jurisdictions. The Company is also subject to taxation in the United Kingdom and Canada. In the United States, federal returns for fiscal years 2016 through 2019 remain open and subject to examination by the IRS. The Company files and remits state income taxes in various states where the Company has determined it is required to file state income taxes. The Company’s filings with those states remain open for audit for the fiscal years 2015 through 2019. In the United Kingdom, the Company’s filings remain open for audit for the fiscal years 2018 and 2019. In Canada, the Company’s filings remain open for audit for the fiscal years 2016 through 2019. During 2017, the Company settled the previously disclosed IRS income tax audit of The Wright Insurance Group for the short period ended May 1, 2014. Pursuant to the agreement in which the Company acquired The Wright Insurance Group, the Company was fully indemnified for all audit-related assessments. During 2018, the Company settled the previously disclosed State of Massachusetts income tax audit for the fiscal year 2013 through 2014. During 2019, the Company settled the previously disclosed State of Colorado income tax audit for the fiscal years 2013-2016, the State of Kansas income tax audit for the fiscal years 2014-2016, and the State of New York income tax audit for the fiscal years 2015-2017. In addition, the Company is currently under audit in the states of California, Illinois, and Massachusetts for the fiscal years 2015 through 2017. In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. NOTE 11. Employee Savings Plan The Company has an Employee Savings Plan (401(k)) in which substantially all employees with more than 30 days of service are eligible to participate. Under this plan, the Company makes matching contributions of up to 4.0% of each participant’s annual compensation. Prior to 2014, the Company’s matching contribution was up to 2.5% of each participant’s annual compensation with an additional discretionary profit-sharing contribution each year, which equaled 1.5% of each eligible employee’s compensation. The Company’s contribution expense to the plan totaled $22.8 million in 2019, $22.8 million in 2018 and $19.6 million in 2017. NOTE 12. Stock-Based Compensation Performance Stock Plan In 1996, the Company adopted and the shareholders approved a performance stock plan, under which until the suspension of the plan in 2010, up to 28,800,000 Performance Stock Plan (“PSP”) shares could be granted to key employees contingent on the employees’ future years of service with the Company and other performance-based criteria established by the Compensation Committee of the Company’s Board of Directors. Before participants may take full title to Performance Stock, two vesting conditions must be met. Of the grants currently outstanding, specified portions satisfied the first condition for vesting based upon 20% incremental increases in the 20-trading-day average stock price of Brown & Brown’s common stock from the price on the business day prior to date of grant. Performance Stock that has satisfied the first vesting condition is considered “awarded shares.” Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted net income per share. Dividends are paid on awarded shares and participants may exercise voting privileges on such shares. Awarded shares satisfy the second condition for vesting on the earlier of a participant’s: (i) 15 years of continuous employment with Brown & Brown from the date shares are granted to the participants (or, in the case of the July 2009 grant to Powell Brown, 20 years), (ii) attainment of age 64 (on a prorated basis corresponding to the number of years since the date of grant), or (iii) death or disability. On April 28, 2010, the PSP was suspended and any remaining authorized, but unissued shares, as well as any shares forfeited in the future, will be reserved for issuance under the 2010 Stock Incentive Plan (the “2010 SIP”). At December 31, 2019, 10,239,624 shares had been granted, net of forfeitures, under the PSP. As of December 31, 2019, 1,051,292 shares had met the first condition of vesting and had been awarded, and 9,188,332 shares had satisfied both conditions of vesting and had been distributed to participants. Of the shares that have not vested as of December 31, 2019, the initial stock prices ranged from $8.30 to $12.84. 68 The Company uses a path-dependent lattice model to estimate the fair value of PSP grants on the grant date. A summary of PSP activity for the years ended December 31, 2019, 2018 and 2017 is as follows: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Outstanding at January 1, 2017 Granted Awarded Vested Forfeited Outstanding at December 31, 2017 Granted Awarded Vested Forfeited Outstanding at December 31, 2018 Granted Awarded Vested Forfeited Outstanding at December 31, 2019 Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded $ 5.11 2,006,550 2,006,550 $ — $ — — — — — $ 4.81 (277,602) (277,602) $ 5.24 (34,472) (34,472) $ 5.16 1,694,476 1,694,476 $ — $ — — — — — $ 5.53 (453,860) (453,860) $ 4.92 (44,524) (44,524) $ 5.03 1,196,092 1,196,092 $ — $ — — — — — $ 5.29 (115,040) (115,040) $ 4.74 (29,760) (29,760) $5.00 1,051,292 1,051,292 — — — — — — — — — — — — — — — — The total fair value of PSP grants that vested during each of the years ended December 31, 2019, 2018 and 2017 was $3.5 million, $11.9 million and $6.3 million, respectively. Stock Incentive Plans On April 28, 2010, the shareholders of the Company, Inc. approved the 2010 Stock Incentive Plan (“2010 SIP”), which was suspended on May 1, 2019. On May 1, 2019, the shareholders of the Company, Inc. approved the 2019 Stock Incentive Plan (“2019 SIP”) that provides for the granting of restricted stock, restricted stock units, stock options, stock appreciation rights, and other stock-based awards to employees and directors contingent on performance-based and/or time-based criteria established by the Compensation Committee of the Company’s Board of Directors. In addition, the 2019 SIP provides for a limited delegation of authority of the Company’s Chief Executive Officer to grant awards to individuals who are not subject to Section 16 of the Securities Exchange Act of 1934. The principal purpose of the 2019 SIP is to attract, incentivize and retain key employees by offering those persons an opportunity to acquire or increase a direct proprietary interest in the Company’s operations and future success. The number of shares of stock reserved for issuance under the 2019 SIP is 2,283,475 shares, plus any shares that are authorized for issuance under the 2010 SIP (described below), and not already subject to grants under the 2010 SIP, and that were outstanding as of May 1, 2019, the date of suspension of the 2010 SIP, together with PSP shares, 2010 SIP shares and 2019 SIP shares forfeited after that date. As of May 1, 2019, 6,957,897 shares were available for issuance under the 2010 SIP, which were then transferred to the 2019 SIP. The Company has granted stock to our employees in the form of Restricted Stock Awards and Performance Stock Awards under the 2010 SIP and 2019 SIP. To date, a substantial majority of stock grants to employees under these plans vest in five to ten years. The Performance Stock Awards are subject to the achievement of certain performance criteria by grantees, which may include growth in a defined book of business, Organic Revenue growth and operating profit growth of a profit center, Organic Revenue growth of the Company and consolidated diluted net income per share growth at certain levels of the Company. The performance measurement period ranges from three to five years. Beginning in 2016, certain Performance Stock Awards have a payout range between 0% to 200% depending on the achievement against the stated performance target. Prior to 2016, the majority of the grants had a binary performance measurement criteria that only allowed for 0% or 100% payout. Non-employee members of the Board of Directors received shares annually issued pursuant to the 2010 SIP as part of their annual compensation. A total of 22,700 shares were issued in January 2017, 26,620 shares were issued in January 2018 and 27,885 shares were issued in April 2019. T R O P E R L A U N N A 9 1 0 2 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company uses the closing stock price on the day prior to the grant date to determine the fair value of grants under the 2010 SIP and 2019 SIP and then applies an estimated forfeiture factor to estimate the annual expense. Additionally, the Company uses the path-dependent lattice model to estimate the fair value of grants with PSP-type vesting conditions as of the grant date. SIP shares that satisfied the first vesting condition for PSP-type grants or the established performance criteria are considered awarded shares. Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted net income per share. A summary of 2010 SIP and 2019 SIP activity for the years ended December 31, 2019, 2018 and 2017 is as follows: Outstanding at January 1, 2017 Granted Awarded Vested Forfeited Outstanding at December 31, 2017 Granted Awarded Vested Forfeited Outstanding at December 31, 2018 Granted Awarded Vested Forfeited Outstanding at December 31, 2019 Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded $ 14.98 12,256,112 4,802,588 7,453,524 $ 20.82 1,392,912 241,334 1,151,578(1) $ 15.72 — 326,808 (326,808) $ 12.61 (484,914) (484,914) — $ 14.89 (342,120) (76,212) (265,908) $ 15.58 12,821,990 4,809,604 8,012,386 $ 22.87 1,577,721 454,313 1,123,408(2) $ 15.89 — 2,489,905 (2,489,905) $ 14.09 (933,916) (933,916) — $ 16.37 (2,363,420) (224,587) (2,138,833) $ 16.69 11,102,375 6,595,319 4,507,056 $ 28.53 1,812,047 797,778 1,014,269(3) $ 17.26 299,339 1,954,983 (1,655,644) $ 14.29 (1,068,211) (1,068,211) — $ 19.09 (503,632) (209,293) (294,339) $18.10 11,641,918 8,070,576 3,571,342 (1) Of the 1,151,578 shares of performance-based restricted stock granted in 2017, the payout for 641,652 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. (2) Of the 1,123,408 shares of performance-based restricted stock granted in 2018, the payout for 576,886 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. (3) Of the 1,014,269 shares of performance-based restricted stock granted in 2019, the payout for 501,384 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. The following table sets forth information as of December 31, 2019, 2018 and 2017, with respect to the number of time-based restricted shares granted and awarded, the number of performance-based restricted shares granted, and the number of performance-based restricted shares awarded under our Performance Stock Plan and 2010 Stock Incentive Plan: Year 2019 2018 2017 Time-based restricted stock granted and awarded Performance- based restricted stock granted Performance- based restricted stock awarded 797,778 454,313 241,334 1,014,269(1) 1,123,408(2) 1,151,578(3) 1,954,983 2,489,905 326,808 (1) Of the 1,014,269 shares of performance-based restricted stock granted in 2019, the payout for 501,384 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. (2) Of the 1,123,408 shares of performance-based restricted stock granted in 2018, the payout for 576,886 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. (3) Of the 1,151,578 shares of performance-based restricted stock granted in 2017, the payout for 641,652 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. 70 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2019, 9,515,603 shares were available for future grants under the 2019 SIP. This amount is calculated assuming the maximum payout for all restricted stock grants. Employee Stock Purchase Plan The Company has a shareholder-approved Employee Stock Purchase Plan (“ESPP”) with a total of 34,000,000 authorized shares of which 6,340,598 were available for future subscriptions as of December 31, 2019. Employees of the Company who regularly work 20 hours or more per week are eligible to participate in the ESPP. Participants, through payroll deductions, may allot up to 10% of their compensation towards the purchase of a maximum of $25,000 worth of Company stock between August 1st of each year and the following July 31st (the “Subscription Period”) at a cost of 85% of the lower of the stock price as of the beginning or end of the Subscription Period. The Company estimates the fair value of an ESPP share option as of the beginning of the Subscription Period as the sum of: (1) 15% of the quoted market price of the Company’s stock on the day prior to the beginning of the Subscription Period, and (2) 85% of the value of a one-year stock option on the Company stock using the Black-Scholes option-pricing model. The estimated fair value of an ESPP share option as of the Subscription Period beginning in August 2019 was $7.46. The fair values of an ESPP share option as of the Subscription Periods beginning in August 2018 and 2017, were $5.88 and $4.32, respectively. For the ESPP plan years ended July 31, 2019, 2018 and 2017, the Company issued 976,303, 985,601 and 1,058,024 shares of common stock, respectively. These shares were issued at an aggregate purchase price of $24.0 million, or $24.63 per share, in 2019, $18.7 million, or $18.96 per share, in 2018, and $16.4 million, or $15.52 per share, in 2017. For the five months ended December 31, 2019, 2018 and 2017 (portions of the 2019-2020, 2018-2019 and 2017-2018 plan years), 419,446, 402,349 and 435,027 shares of common stock (from authorized but unissued shares), respectively, were subscribed to by ESPP participants for proceeds of approximately $12.8 million, $9.9 million and $8.2 million, respectively. Summary of Non-Cash Stock-Based Compensation Expense The non-cash stock-based compensation expense for the years ended December 31 is as follows: (in thousands) Stock incentive plans Employee stock purchase plan Performance stock plan Total 2019 2018 2017 $ 39,626 $ 28,027 $ 24,899 6,504 4,744 864 748 4,025 1,707 $46,994 $33,519 $30,631 Summary of Unamortized Compensation Expense As of December 31, 2019, the Company estimates there to be $109.7 million of unamortized compensation expense related to all non-vested stock-based compensation arrangements granted under the Company’s stock-based compensation plans, based upon current projections of grant measurement against performance criteria. That expense is expected to be recognized over a weighted average period of 3.27 years. NOTE 13. Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities The Company’s cash paid during the period for interest and income taxes are summarized as follows: (in thousands) Cash paid during the period for: Interest Income taxes Year Ended December 31, 2019 2018 2017 $ 58,290 $ 38,032 $ 36,172 $ 110,046 $ 110,557 $ 152,024 T R O P E R L A U N N A 9 1 0 2 71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s significant non-cash investing and financing activities are summarized as follows: (in thousands) Other payables issued for purchased customer accounts Estimated acquisition earn-out payables and related charges Notes received on the sale of fixed assets and customer accounts Year Ended December 31, 2019 2018 2017 $ 12,135 $ 5,462 $ 11,708 $ 82,872 $ 77,378 $ 6,921 $ 9,903 $ 52 $ — Our Restricted Cash balance is composed of funds held in separate premium trust accounts as required by state law or, in some cases, per agreement with our carrier partners. The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of December 31, 2019, 2018 and 2017. (in thousands) Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents Restricted cash Balance as of December 31, 2019 2018 2017 $ 542,174 $ 438,961 $ 573,383 420,801 338,635 250,705 Total cash and cash equivalents inclusive of restricted cash at the end of the period $962,975 $777,596 $824,088 NOTE 14. Commitments and Contingencies Legal Proceedings The Company records losses for claims in excess of the limits of, or outside the coverage of, applicable insurance at the time and to the extent they are probable and estimable. In accordance with ASC Topic 450-Contingencies, the Company accrues anticipated costs of settlement, damages, losses for liability claims and, under certain conditions, costs of defense, based upon historical experience or to the extent specific losses are probable and estimable. Otherwise, the Company expenses these costs as incurred. If the best estimate of a probable loss is a range rather than a specific amount, the Company accrues the amount at the lower end of the range. The Company’s accruals for legal matters that were probable and estimable were not material at December 31, 2019 and 2018. We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based upon the AM Best Company ratings of these third-party insurers, management does not believe there is a substantial risk of an insurer’s material non-performance related to any current insured claims. On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows. NOTE 15. Leases Substantially all of the Company’s operating lease right-of-use assets and operating lease liabilities represent real estate leases for office space used to conduct the Company’s business that expire on various dates through 2043. Leases generally contain renewal options and escalation clauses based upon increases in the lessors’ operating expenses and other charges. The Company anticipates that most of these leases will be renewed or replaced upon expiration. 72 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company assess at inception of a contract if it contains a lease. This assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. Variable lease cost is lease payments that are based on an index or similar rate. They are initially measured using the index or rate in effect at lease commencement and are based on the minimum payments stated in the lease. Additional payments based on the change in an index or rate, or payments based on a change in the Company’s portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. The right-of-use asset is initially measured at cost, which is primarily composed of the initial lease liability, plus any initial direct costs incurred, less any lease incentives received. The lease liability is initially measured at the present value of the minimum lease payments through the term of the lease. Minimum lease payments are discounted to present value using the incremental borrowing rate at the lease commencement date, which approximates the rate of interest the Company expects to be paid on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms and economic conditions. The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheets is as follows: (in thousands) Balance Sheet Assets: Operating lease right-of-use assets Total assets Liabilities: Current operating lease liabilities Non-current operating lease liabilities Total liabilities December 31, 2019 184,288 $184,288 43,415 167,855 $211,270 Operating lease assets Accrued expenses and other liabilities Operating lease liabilities As of December 31, 2019, the Company has entered into future lease agreements expected to commence in 2020 and 2021 consisting of undiscounted lease liabilities of $5.1 million and $0.6 million, respectively. The components of lease cost for operating leases for the 12 months ended December 31, 2019 were: (in thousands) Operating leases: Lease cost Variable lease cost Short term lease cost Operating lease cost Sublease income Total lease cost net Twelve Months Ended December 31, 2019 $49,872 3,819 267 $53,958 (1,386) $52,572 The weighted average remaining lease term and the weighted average discount rate for operating leases as of December 31, 2019 were: Weighted-average remaining lease term Weighted-average discount rate 6.00 3.70 T R O P E R L A U N N A 9 1 0 2 73 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Maturities of the operating lease liabilities by fiscal year at December 31, 2019, for the Company’s operating leases are as follows: (in thousands) 2020 2021 2022 2023 2024 Thereafter Total undiscounted lease payments Less: Imputed interest Total minimum future lease payments Operating Leases $ 48,884 45,547 38,056 31,625 24,469 51,571 240,152 28,882 $211,270 At December 31, 2018, the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows: (in thousands) 2019 2020 2021 2022 2023 Thereafter Total minimum future lease payments Supplemental cash flow information for operating leases: (in thousands) Cash paid for amounts included in measurement of liabilities Operating cash flows from operating leases Right-of-use assets obtained in exchange for new operating liabilities December 31, 2018 $ 48,292 43,517 34,836 27,035 19,981 36,349 $210,010 Twelve months ended December 31, 2019 $51,894 $46,730 74 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16. Quarterly Operating Results (Unaudited) Quarterly operating results for 2019 and 2018 were as follows: (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2019 Total revenues Total expenses Income before income taxes Net income Net income per share: Basic Diluted 2018 Total revenues Total expenses Income before income taxes Net income Net income per share: Basic Diluted $619,280 $575,219 $618,683 $578,989 $470,760 $451,697 $466,845 $476,940 $148,520 $123,522 $151,838 $102,049 $113,896 $ 92,593 $115,506 $ 76,519 $ $ 0.41 $ 0.33 $ 0.41 $ 0.40 $ 0.33 $ 0.41 $ 0.27 0.27 $501,461 $473,187 $530,850 $508,748 $383,020 $372,277 $388,350 $408,137 $118,441 $100,910 $142,500 $100,611 $ 90,828 $ 73,922 $106,053 $ 73,452 $ $ 0.33 $ 0.27 $ 0.38 $ 0.32 $ 0.26 $ 0.38 $ 0.26 0.26 Quarterly financial results are affected by seasonal variations. The timing of the insurance policy renewals sold by the Company and acquisitions may cause revenues, expenses and net income to vary significantly between quarters. NOTE 17. Segment Information Brown & Brown’s business is divided into four reportable segments: (1) the Retail Segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses, (2) the National Programs Segment, which acts as an MGA, provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through nationwide networks of independent agents, and Brown & Brown retail agents, (3) the Wholesale Brokerage Segment, which markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents, and (4) the Services Segment, which provides insurance-related services, including third- party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-Aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services. Brown & Brown conducts all of its operations within the United States of America, except for a wholesale brokerage operation based in London, England, retail operations in Bermuda and the Cayman Islands, and a national programs operation in Canada. These operations earned $17.7 million, $15.2 million and $15.9 million of total revenues for the years ended December 31, 2019, 2018 and 2017, respectively. Long-lived assets held outside of the United States during each of these three years were not material. T R O P E R L A U N N A 9 1 0 2 75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its segments based upon revenues and income before income taxes. Inter-segment revenues are eliminated. Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes any income and expenses not allocated to reportable segments and corporate-related items, including the intercompany interest expense charge to the reporting segment. (in thousands) Total revenues Investment income Amortization Depreciation Interest expense Year Ended December 31, 2019 Retail National Programs Wholesale Brokerage Services Other Total $1,367,261 $ 518,384 $ 310,087 $193,781 $ 2,658 $2,392,171 $ $ $ $ 149 $ 1,397 $ 178 $ 139 $ 3,917 $ 5,780 63,146 $ 25,482 $ 11,191 $ 5,479 $ — $ 105,298 7,390 $ 6,791 $ 1,674 $ 1,229 $ 6,333 $ 23,417 87,295 $ 16,690 $ 4,756 $ 4,404 $ (49,485) $ 63,660 Income before income taxes $ 222,875 $ 143,737 $ 82,739 $ 40,337 $ 36,241 $ 525,929 Total assets Capital expenditures $6,413,459 $3,110,368 $1,390,250 $481,336 $(3,772,592) $7,622,821 $ 12,497 $ 10,365 $ 6,171 $ 804 $ 43,271 $ 73,108 (in thousands) Total revenues Investment income Amortization Depreciation Interest expense Year Ended December 31, 2018 Retail National Programs Wholesale Brokerage Services Other Total $1,042,763 $ 494,463 $ 287,014 $189,246 $ 760 $2,014,246 $ $ $ $ 2 $ 506 $ 165 $ 205 $ 1,868 $ 2,746 44,386 $ 25,954 $ 11,391 $ 4,813 $ — $ 86,544 5,289 $ 5,486 $ 1,628 $ 1,558 $ 8,873 $ 22,834 35,969 $ 26,181 $ 5,254 $ 2,869 $ (29,693) $ 40,580 Income before income taxes $ 217,845 $ 117,375 $ 70,171 $ 34,508 $ 22,563 $ 462,462 Total assets Capital expenditures $5,850,045 $2,940,097 $1,283,877 $471,572 $(3,856,923) $6,688,668 $ 6,858 $ 12,391 $ 2,518 $ 1,525 $ 18,228 $ 41,520 (in thousands) Total revenues Investment income Amortization Depreciation Interest expense Year Ended December 31, 2017 Retail National Programs Wholesale Brokerage Services Other Total $ 943,460 $ 479,813 $ 271,737 $165,372 $ 20,965 $1,881,347 $ $ $ $ 8 $ 384 $ — $ 299 $ 42,164 $ 27,277 $ 11,456 $ 4,548 $ 935 1 5,210 $ 6,325 $ 1,885 $ 1,600 $ 7,678 $ $ $ 1,626 85,446 22,698 31,133 $ 35,561 $ 6,263 $ 3,522 $ (38,163) $ 38,316 Income before income taxes $ 196,616 $ 109,961 $ 68,844 $ 30,498 $ 43,803 $ 449,722 Total assets Capital expenditures $4,255,515 $3,267,486 $1,260,239 $399,240 $(3,434,930) $5,747,550 $ 4,494 $ 5,936 $ 1,836 $ 1,033 $ 10,893 $ 24,192 76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 18. Insurance Company WNFIC Although the reinsurers are liable to the Company for amounts reinsured, our subsidiary, WNFIC remains primarily liable to its policyholders for the full amount of the policies written whether or not the reinsurers meet their obligations to the Company when they become due. The effects of reinsurance on premiums written and earned at December 31 are as follows: (in thousands) Direct premiums Assumed premiums Ceded premiums Net premiums 2019 2018 Written Earned Written Earned $697,072 $668,971 $619,223 $602,320 — — — — 697,059 668,958 619,206 602,303 $ 13 $ 13 $ 17 $ 17 All premiums written by WNFIC under the National Flood Insurance Program are 100.0% ceded to FEMA, for which WNFIC received a 30.0% expense allowance from January 1, 2019, through September 30, 2019, and a 30.1% expense allowance from October 1, 201,9 through December 31, 2019. As of December 31, 2019 and 2018, the Company ceded $694.9 million and $617.2 million of written premiums, respectively. As of December 31, 2019, the Consolidated Balance Sheets contained Reinsurance recoverable of $58.5 million and Prepaid reinsurance premiums of $366.0 million. As of December 31, 2018, the Consolidated Balance Sheets contained reinsurance recoverable of $65.4 million and prepaid reinsurance premiums of $337.9 million. There was no net activity in the reserve for losses and loss adjustment expense for the year ended December 31, 2019, and $0.2 million net activity in the reserve for losses and loss adjustment expense for the year ended December 31, 2018, as WNFIC’s direct premiums written were 100.0% ceded to two reinsurers. The balance of the reserve for losses and loss adjustment expense, excluding related reinsurance recoverables was $58.5 million as of December 31, 2019, and $65.4 million as of December 31, 2018. WNFIC maintains capital in excess of minimum statutory amount of $7.5 million as required by regulatory authorities. The statutory capital and surplus of WNFIC was $29.6 million as of December 31, 2019, and $19.4 million as of December 31, 2018. As of December 31, 2019 and 2018, WNFIC generated statutory net income of $8.1 million and $4.5 million, respectively. The maximum amount of ordinary dividends that WNFIC can pay to shareholders in a rolling 12 month period is limited to the greater of 10.0% of statutory adjusted capital and surplus of 100.0% of adjusted net income. There was no dividend payout in 2018 and 2019 and the maximum dividend payout that may be made in 2020 without prior approval is $8.1 million. NOTE 19. Shareholders’ Equity Under the authorization from the Company’s Board of Directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $100.0 million each (unless otherwise approved by the Board of Directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. On May 1, 2019, the Company’s Board of Directors authorized the purchasing of up to an additional $372.5 million of the Company’s outstanding common stock. During 2017, the Company repurchased 2,883,349 shares at an average price of $48.51 for a total cost of $139.9 million under the current share repurchase authorization. During 2018, the Company entered into accelerated share repurchase agreement (“ASR”) with an investment bank to purchase an aggregate $100.0 million of the Company’s common stock. As part of the ASR, the company received an initial share delivery of 2,910,150 shares of the Company’s common stock with a fair market value of approximately $80.0 million in 2018. On May 17, 2019, this agreement was completed with the delivery of 566,599 shares of the Company’s common stock. In addition to the settlement of the ASR, during 2019, the Company made share repurchases in the open market of 1,087,914 shares at a total cost of $38.7 million, at an average price of $35.55 per share. At December 31, 2019, the remaining amount authorized by our Board of Directors for share repurchases was approximately $461.3 million. Under the authorized repurchase programs, the Company has repurchased a total of approximately 15.5 million shares for an aggregate cost of approximately $536.2 million between 2014 and 2019. The aforementioned share amounts have not been adjusted for the March 28, 2018, 2-for-1 stock split, as treasury shares did not participate in this stock split transaction. T R O P E R L A U N N A 9 1 0 2 77 GAAP RECONCILIATION INCOME BEFORE INCOME TAXES TO EBITDAC(1) AND INCOME BEFORE INCOME TAXES MARGIN(2) TO EBITDAC MARGIN(3) Total Total revenues 2019 2018 2017 2016 2015 2,392,171 2,014,246 1,881,347 1,766,629 1,660,509 Income before income taxes 525,929 462,462 449,722 423,499 402,559 Income before income taxes margin 22.0% 23.0% 23.9% 24.0% 24.2% Amortization Depreciation Interest Change in estimated acquisition earn-out payables EBITDAC EBITDAC margin 105,298 23,417 63,660 (1,366) 86,544 22,834 40,580 2,969 85,446 22,698 38,316 9,200 86,663 21,003 39,481 9,185 87,421 20,890 39,248 3,003 716,938 615,389 605,382 579,831 553,121 30.0% 30.6% 32.2% 32.8% 33.3% (1) (2) (3) “EBITDAC,” a non-GAAP measure, is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables. “Income before income taxes margin” is defined as income before income taxes divided by total revenues. “EBITDAC margin,” a non-GAAP measure, is defined as EBITDAC divided by total revenues. 78 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Brown & Brown, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brown & Brown, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2020, expressed an unqualified opinion on the Company’s internal control over financial reporting. Adoption of New Accounting Standards As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases on January 1, 2019, on a modified retrospective basis due to the adoption of Financial Accounting Standards Board Accounting Standards Codification 842, Leases, and related amendments. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. T R O P E R L A U N N A 9 1 0 2 79 Earn-out obligation — Refer to Notes 1 (Goodwill and Amortizable Intangible Assets) and 3 (Business Combinations) to the financial statements Critical Audit Matter Description The Company’s acquisition purchase price for business combinations is typically based upon a multiple of average annual operating profit and/or revenue earned over a one to three-year period within a minimum and maximum price range. The recorded purchase prices for most acquisitions include an estimation of the fair value of liabilities associated with potential earn-out provisions, when an earn-out obligation is part of the negotiated transaction. The fair value of the earn- out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions contained in the respective purchase agreements. Subsequent changes in the fair value of the earn-out obligations are recorded in the consolidated statement of income when incurred. In determining fair value of the earn-out obligation, the acquired business’s future performance is estimated using financial projections of future earnings developed by management that are discounted to a present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out obligation will be paid. The earn-out obligation balance was $161.5 million as of December 31, 2019, and the potential maximum earn-out obligation was $328.7 million. Of the total earn-out obligation balance, $17.9 million is recorded as accounts payable and $143.6 million is recorded as other non- current liability. We identified the earn-out obligation as a critical audit matter because of the increased auditor judgment and extent of effort required to evaluate whether an adjustment is required for the earn-out obligation in periods after the acquisition. Specifically, there was a high degree of auditor judgment and an increased extent of effort to audit the reasonableness of management’s assumptions related to projections of future earnings of the acquired businesses. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasted future earnings assumptions used in determining the fair value of the earn-out obligation included the following, among others: • We tested the effectiveness of controls over management’s earn-out obligation calculation, including those controls over management’s determination of future earnings. • We read the asset/stock purchase agreements and associated addenda and agreed the provisions of the contracts to the earn-out obligation models. • We read any post acquisition asset/stock purchase agreements and associated addenda modifications for any additional terms to evaluate the completeness and reasonableness of the models utilized to calculate the earn-out obligation. • We evaluated the reasonableness of projections of future earnings for the earn-out obligation models by comparing the projections to historical results and assessing management’s key assumptions. • We evaluated management’s ability to accurately forecast future earnings by comparing actual results to management’s historical forecast and forecasted growth rates to that of the overall industry and comparable companies. Certified Public Accountants Tampa, Florida February 24, 2020 We have served as the Company’s auditor since 2002. 80 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the board of directors of Brown & Brown, Inc. Opinion on Internal Control over Financial Reporting We have audited the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control— Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 24, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Financial Accounting Standards Board Accounting Standards Codification 842, Leases, and related amendments. As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at CKP Insurance, LLC, Poole Professional Ltd. Insurance Agents and Brokers et al, Innovative Risk Solutions, Inc., Medval, LLC, Twinbrook Insurance Brokerage, Inc., VerHagen Glendenning & Walker LLP, United Development Systems, Inc., AGA Enterprises, LLC d/b/a Cossio Insurance Agency, West Ridge Insurance Agency, Inc. d/b/a Yozell Associates, and Izzo Insurance Services, Inc. which were acquired in 2019 and whose financial statements constitute approximately (0.26) and 5.20 percent of net and total assets, respectively, 1.13 percent of revenues, and (1.39) percent of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2019. Accordingly, our audit did not include the internal control over financial reporting of these acquired entities. Basis for Opinion The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. T R O P E R L A U N N A 9 1 0 2 81 Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Certified Public Accountants Tampa, Florida February 24, 2020 82 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Brown & Brown, Inc. and its subsidiaries (“Brown & Brown”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including Brown & Brown’s principal executive officer and principal financial officer, Brown & Brown conducted an evaluation of the effectiveness of internal control over financial reporting based upon the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In conducting Brown & Brown’s evaluation of the effectiveness of its internal control over financial reporting, Brown & Brown has excluded the following acquisitions completed by Brown & Brown during 2019: CKP Insurance, LLC, Poole Professional Ltd. Insurance Agents and Brokers et al, Innovative Risk Solutions, Inc., Medval, LLC, Twinbrook Insurance Brokerage, Inc., VerHagen Glendenning & Walker LLP, United Development Systems, Inc., AGA Enterprises, LLC d/b/a Cossio Insurance Agency, West Ridge Insurance Agency, Inc. d/b/a Yozell Associates, and Izzo Insurance Services, Inc. (collectively the “2019 Excluded Acquisitions”), which were acquired during 2019 and whose financial statements constitute approximately (0.26%) and 5.20% of net and total assets, respectively, 1.13% of revenues, and (1.39%) of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2019. Refer to Note 3 to the Consolidated Financial Statements for further discussion of these acquisitions and their impact on Brown & Brown’s Consolidated Financial Statements. Based upon Brown & Brown’s evaluation under the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, management concluded that internal control over financial reporting was effective as of December 31, 2019. Management’s internal control over financial reporting as of December 31, 2019, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein. Brown & Brown, Inc. Daytona Beach, Florida February 24, 2020 J. Powell Brown Chief Executive Officer R. Andrew Watts Executive Vice President, Chief Financial Officer and Treasurer T R O P E R L A U N N A 9 1 0 2 83 PERFORMANCE GRAPH The following graph is a comparison of five-year cumulative total shareholder returns for our common stock as compared with the cumulative total shareholder return for the NYSE Composite Index, and a group of peer insurance broker and agency companies (Aon plc, Arthur J. Gallagher & Co, Marsh & McLennan Companies, and Willis Towers Watson Public Limited Company). The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, 2014, for the purposes of arriving at a peer group average. The total return calculations are based upon an assumed $100 investment on December 31, 2014, with all dividends reinvested. Brown & Brown, Inc. NYSE Composite Peer Group 12/14 12/15 12/16 12/17 12/18 12/19 100.00 117.76 162.40 175.68 206.91 285.13 100.00 96.03 107.62 127.96 116.72 146.76 100.00 104.96 121.53 147.49 162.17 221.50 Comparison of 5-Year Cumulative Total Return* Among Brown & Brown, Inc., the NYSE Composite Index, and Peer Group $300.00 $250.00 $200.00 $150.00 $100.00 $50.00 $0.00 12/14 12/15 12/16 12/17 12/18 12/19 Brown & Brown, Inc. NYSE Composite Peer Group * 100 invested on 12/31/14 in stock or index, including reinvestment of dividends. Fiscal year ending December 31 84 SHAREHOLDER INFORMATION Corporate Offices 220 South Ridgewood Avenue Daytona Beach, Florida 32114 (386) 252-9601 Outside Counsel Holland & Knight LLP 200 South Orange Avenue Suite 2600 Orlando, Florida 32801 Corporate Information and Shareholder Services The Company has included, as Exhibits 31.1 and 31.2, and 32.1 and 32.2 to its Annual Report on Form 10-K for fiscal year 2019, filed with the Securities and Exchange Commission, certificates of the Chief Executive Officer and the Chief Financial Officer of the Company certifying the Company’s public disclosure is accurate and complete and that they have established and maintained adequate internal controls. The Company has also submitted to the New York Stock Exchange a certificate from its Chief Executive Officer certifying that he is not aware of any violation by the Company of New York Stock Exchange corporate governance listing standards. A copy of the Company’s 2019 Annual Report on Form 10-K will be furnished without charge to any shareholder who directs a request in writing to: Corporate Secretary Brown & Brown, Inc. 220 South Ridgewood Avenue Daytona Beach, Florida 32114 A reasonable charge will be made for copies of the exhibits to the Form 10-K. Annual Meeting The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually. Please register at http://www.viewproxy.com/bbinsurance/2020. Transfer Agent and Registrar American Stock Transfer & Trust Company, LLC 6201 15th Ave. Brooklyn, New York 11219 (800) 937-5449 email: info@amstock.com www.amstock.com Independent Registered Public Accounting Firm Deloitte & Touche LLP 201 North Franklin Street Suite 3600 Tampa, FL 33602 Stock Listing The New York Stock Exchange Symbol: BRO On March 17, 2020, there were 283,526,476 shares of our common stock outstanding, held by approximately 1,577 shareholders of record. Market Price of Common Stock 2019 Stock Price Range High Low Cash Dividends per Common Share First Quarter 29.96 26.23 Second Quarter 33.52 29.56 Third Quarter 37.20 33.51 Fourth Quarter 40.40 34.98 2018 First Quarter 26.91 24.71 Second Quarter 28.64 24.34 Third Quarter 31.55 27.53 Fourth Quarter 29.83 25.72 0.08 0.08 0.08 0.09 0.08 0.08 0.08 0.08 Additional Information Information concerning the services of Brown & Brown, Inc., as well as access to current financial releases, is available on Brown & Brown’s website at www.bbinsurance.com. TEN-YEAR STATISTICAL SUMMARY The following includes selected Consolidated Financial Data for each of the five fiscal years in the period ended December 31 that have been derived from our Consolidated Financial Statements. Such data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report and with our Consolidated Financial Statements and related Notes thereto in Item 8 of Part II of this Annual Report. (in thousands, except per share data, percentages and Other Information) Revenues Commissions & fees Investment income Other income, net Total revenues Expenses Compensation and benefits Other operating expenses (Gain) Loss on discontinued operations Amortization expense Depreciation expense Interest expense Change in estimated earn-out payables Total expenses Income before income taxes Income taxes Net income Compensation and benefits as % of total revenue Operating expenses as % of total revenue Earnings per Share Information Net income per share - diluted Weighted average number of shares outstanding - diluted Dividends paid per share Year-End Financial Position Total assets 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 $ 2,384,737 $ 2,009,857 $ 1,857,270 $ 1,762,787 $ 1,656,951 $ 1,567,460 $ 1,355,503 $ 1,189,081 $ 1,005,962 $ 966,917 5,780 1,654 2,746 1,643 1,626 22,451 1,456 2,386 1,004 2,554 747 7,589 638 7,138 797 10,154 1,267 6,313 1,326 5,249 2,392,171 2,014,246 1,881,347 1,766,629 1,660,509 1,575,796 1,363,279 1,200,032 1,013,542 973,492 Year ended December 31, 925,217 262,872 (1,291) 86,663 21,003 39,481 9,185 423,499 166,008 856,952 251,055 (619) 87,421 20,890 39,248 3,003 402,559 159,241 811,112 235,328 47,425 82,941 20,895 28,408 9,938 339,749 132,853 705,603 195,677 — 67,932 17,485 16,440 2,533 357,609 140,497 624,371 174,389 — 63,573 15,373 16,097 1,418 895,221 304,811 120,766 519,869 144,079 — 54,755 12,392 14,132 (2,206) 743,021 270,521 106,526 494,665 135,851 — 51,442 12,639 14,471 (1,674) 707,394 266,098 104,346 1,308,165 1,068,914 377,089 (10,021) 105,298 23,417 63,660 (1,366) 332,118 (2,175) 86,544 22,834 40,580 2,969 994,652 283,470 (2,157) 85,446 22,698 38,316 9,200 1,866,242 1,551,784 1,431,625 1,343,130 1,257,950 1,236,047 1,005,670 525,929 127,415 462,462 118,207 449,722 50,092 $ 398,514 $ 344,255 $ 399,630 $ 257,491 $ 243,318 $ 206,896 $ 217,112 $ 184,045 $ 163,995 $ 161,752 54.7% 15.8% 53.1% 16.5% 52.9% 15.1% 52.4% 14.9% 51.6% 15.1% 51.5% 14.9% 51.8% 14.4% 52.0% 14.5% 51.3% 14.2% 50.8% 14.0% $ $ 1.40 274,616 0.3250 $ $ 1.22 275,521 0.3050 $ $ 1.40 277,586 0.2775 $ $ 0.91 275,608 0.2513 $ $ 0.85 280,224 0.2250 $ $ 0.71 285,782 0.2050 $ $ 0.74 285,248 0.1850 $ $ 0.63 284,020 0.1725 $ $ 0.57 280,528 0.1625 $ $ 0.56 278,636 0.1563 $ 7,622,821 $ 6,688,668 $ 5,747,550 $ 5,262,734 $ 4,979,844 $ 4,931,027 $ 3,620,232 $ 3,103,650 $ 2,587,148 $ 2,380,738 Long-term debt less unamortized discount and debt issuance costs $ 1,500,343 $ 1,456,990 $ 856,141 $ 1,018,372 $ 1,071,618 $ 1,142,948 $ 379,171 $ 449,136 $ 250,033 $ 250,067 Total shareholders’ equity Total shares outstanding Other Information $ 3,350,279 $ 3,000,568 $ 2,582,699 $ 2,360,211 $ 2,149,776 $ 2,113,745 $ 2,007,141 $ 1,807,333 $ 1,643,963 $ 1,506,344 281,655 279,583 276,210 280,208 277,970 286,972 290,838 287,756 286,704 285,590 Number of full-time equivalent employees at year end 10,083 9,590 8,491 8,297 7,807 7,591 6,992 6,438 5,557 5,286 Total revenues per average number of employees $ 243,193 $ 222,809 $ 224,130 $ 219,403 $ 215,679 $ 216,114 $ 203,020 $ 191,729 $ 186,949 $ 185,568 Book value per share Stock price at year end Stock price earnings multiple at year-end Return on beginning shareholders’ equity $ $ 11.89 39.48 28.2 $ $ 10.73 27.56 22.6 $ $ 9.35 25.73 18.3 $ $ 8.42 22.43 24.6 $ $ 7.73 16.05 18.9 $ $ 7.37 16.45 23.3 $ $ 6.90 15.70 21.1 $ $ 6.28 12.73 20.2 $ $ 5.73 11.32 20.0 $ $ 5.27 11.97 21.4 13% 13% 17% 12% 12% 10% 12% 11% 11% 12% (in thousands, except per share data, percentages and Other Information) Revenues Commissions & fees Investment income Other income, net Total revenues Expenses Compensation and benefits Other operating expenses (Gain) Loss on discontinued operations Amortization expense Depreciation expense Interest expense Change in estimated earn-out payables Total expenses Income before income taxes Income taxes Net income Compensation and benefits as % of total revenue Operating expenses as % of total revenue Earnings per Share Information Net income per share - diluted Weighted average number of shares outstanding - diluted Dividends paid per share Year-End Financial Position Total assets Total shareholders’ equity Total shares outstanding Other Information 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 $ 2,384,737 $ 2,009,857 $ 1,857,270 $ 1,762,787 $ 1,656,951 $ 1,567,460 $ 1,355,503 $ 1,189,081 $ 1,005,962 $ 966,917 5,780 1,654 2,746 1,643 1,626 22,451 1,456 2,386 1,004 2,554 747 7,589 638 7,138 797 10,154 1,267 6,313 1,326 5,249 2,392,171 2,014,246 1,881,347 1,766,629 1,660,509 1,575,796 1,363,279 1,200,032 1,013,542 973,492 Year ended December 31, 1,308,165 1,068,914 377,089 (10,021) 105,298 23,417 63,660 (1,366) 525,929 127,415 332,118 (2,175) 86,544 22,834 40,580 2,969 462,462 118,207 994,652 283,470 (2,157) 85,446 22,698 38,316 9,200 449,722 50,092 925,217 262,872 (1,291) 86,663 21,003 39,481 9,185 856,952 251,055 (619) 87,421 20,890 39,248 3,003 811,112 235,328 47,425 82,941 20,895 28,408 9,938 705,603 195,677 — 67,932 17,485 16,440 2,533 1,866,242 1,551,784 1,431,625 1,343,130 1,257,950 1,236,047 1,005,670 423,499 166,008 402,559 159,241 339,749 132,853 357,609 140,497 624,371 174,389 — 63,573 15,373 16,097 1,418 895,221 304,811 120,766 519,869 144,079 — 54,755 12,392 14,132 (2,206) 743,021 270,521 106,526 494,665 135,851 — 51,442 12,639 14,471 (1,674) 707,394 266,098 104,346 $ 398,514 $ 344,255 $ 399,630 $ 257,491 $ 243,318 $ 206,896 $ 217,112 $ 184,045 $ 163,995 $ 161,752 54.7% 15.8% 53.1% 16.5% 52.9% 15.1% 52.4% 14.9% 51.6% 15.1% 51.5% 14.9% 51.8% 14.4% 52.0% 14.5% 51.3% 14.2% 50.8% 14.0% $ $ 1.40 274,616 0.3250 $ $ 1.22 275,521 0.3050 $ $ 1.40 277,586 0.2775 $ $ 0.91 275,608 0.2513 $ $ 0.85 280,224 0.2250 $ $ 0.71 285,782 0.2050 $ $ 0.74 285,248 0.1850 $ $ 0.63 284,020 0.1725 $ $ 0.57 280,528 0.1625 $ $ 0.56 278,636 0.1563 Long-term debt less unamortized discount and debt issuance costs $ 1,500,343 $ 1,456,990 $ 856,141 $ 1,018,372 $ 1,071,618 $ 1,142,948 $ 379,171 $ 449,136 $ 250,033 $ 250,067 $ 7,622,821 $ 6,688,668 $ 5,747,550 $ 5,262,734 $ 4,979,844 $ 4,931,027 $ 3,620,232 $ 3,103,650 $ 2,587,148 $ 2,380,738 $ 3,350,279 $ 3,000,568 $ 2,582,699 $ 2,360,211 $ 2,149,776 $ 2,113,745 $ 2,007,141 $ 1,807,333 $ 1,643,963 $ 1,506,344 281,655 279,583 276,210 280,208 277,970 286,972 290,838 287,756 286,704 285,590 Number of full-time equivalent employees at year end 10,083 9,590 8,491 8,297 7,807 7,591 6,992 6,438 5,557 5,286 Total revenues per average number of employees $ 243,193 $ 222,809 $ 224,130 $ 219,403 $ 215,679 $ 216,114 $ 203,020 $ 191,729 $ 186,949 $ 185,568 Book value per share Stock price at year end Stock price earnings multiple at year-end Return on beginning shareholders’ equity $ $ 11.89 39.48 28.2 $ $ 10.73 27.56 22.6 $ $ 9.35 25.73 18.3 $ $ 8.42 22.43 24.6 $ $ 7.73 16.05 18.9 $ $ 7.37 16.45 23.3 $ $ 6.90 15.70 21.1 $ $ 6.28 12.73 20.2 $ $ 5.73 11.32 20.0 $ $ 5.27 11.97 21.4 13% 13% 17% 12% 12% 10% 12% 11% 11% 12% . l m o c m a e t e y g r a w w w y b . d e r a p e r P F O C U S E D O N F O R E V E R B r o w n & B r o w n , I n c . 2 0 1 9 A n n u a l R e p o r t | 220 South Ridgewood Avenue Daytona Beach, FL 32114 (386) 252-9601 bbinsurance.com t o $ 4 b i l l i o n a n d b e y o n d 

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