noodls browser compatibility check

The security settings of your browser are blocking the execution of scripts.

To use noodls, javascript support must be enabled. Please change your browser's security settings to enable javascript.

If you have changed your browser's security settings, you can click here.

related announcements

Company News

Guidewire Software Inc.

SAISON Auto & Fire Insurance Introduces Guidewire to Modernize Claims[...]
Grove Collaborative Holdings Inc.

Statement of Changes in Beneficial Ownership - Form 4
Natural Grocers by Vitamin Cottage[...]

Product Recall: Nutraceutical L-Lysine

Economy, Business and Finance

Brown & Brown Inc.

07/22/2024 | Press release | Distributed by Public on 07/22/2024 15:32

Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-13619

BROWN & BROWN, INC.

(Exact name of Registrant as specified in its charter)


Florida		59-0864469
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
300 North Beach Street, Daytona Beach, FL	32114
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (386) 252-9601

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	BRO	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant's common stock, $0.10 par value, outstanding as of July 19, 2024 was 285,260,996.

BROWN & BROWN, INC.

INDEX





		PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023	6
	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	7
	Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2024 and 2023	8
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	9
	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
SIGNATURE	43

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 Quarterly Report on Form 10-Q 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, possibly 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 Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations":

•

The inability to hire, retain and develop qualified employees, as well as the loss of any of our executive officers or other key employees;

•

A cybersecurity attack or any other interruption in information technology and/or data security that may impact our operations or the operations of third parties that support us;

•

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, successfully integrate acquired businesses into our operations and expand into new markets;

•

Risks related to our international operations, which may result in additional risks or require more management time and expense than our domestic operations to achieve or maintain profitability;

•

The requirement for additional resources and time to adequately respond to dynamics resulting from rapid technological change;

•

The loss of or significant change to any of our insurance company relationships, which could result in loss of capacity to write business, additional expense, loss of market share or material decrease in our commissions;

•

The effect of natural disasters on our profit-sharing contingent commissions, insurer capacity or claims expenses within our capitalized captive insurance facilities;

•

Adverse economic conditions, political conditions, outbreaks of war, disasters, or regulatory changes in states or countries where we have a concentration of our business;

•

The inability to maintain our culture or a significant change in management, management philosophy or our business strategy;

•

Fluctuations in our commission revenue as a result of factors outside of our control;

•

The effects of sustained inflation or higher interest rates;

•

Claims expense resulting from the limited underwriting risk associated with our participation in capitalized captive insurance facilities;

•

Risks associated with our automobile and recreational vehicle dealer services ("F&I") businesses;

•

Changes in, or the termination of, certain programs administered by the U.S. federal government from which we derive revenues;

•

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 significant control certain shareholders have over the Company;

•

Changes in data privacy and protection laws and regulations or any failure to comply with such laws and regulations;

•

Improper disclosure of confidential information;

•

Our ability to comply with non-U.S. laws, regulations and policies;

•

The potential adverse effect of certain actual or potential claims, regulatory actions or proceedings on our businesses, results of operations, financial condition or liquidity;

•

Uncertainty in our business practices and compensation arrangements with insurance carriers 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;

•

Increasing scrutiny and changing laws and expectations from regulators, investors and customers with respect to our environmental, social and governance practices and disclosure;

•

A decrease in demand for liability insurance as a result of tort reform legislation;

•

Our failure to comply with any covenants contained in our debt agreements;

•

The possibility that covenants in our debt agreements could prevent us from engaging in certain potentially beneficial activities;

•

Changes in the U.S.-based credit markets that might adversely affect our business, results of operations and financial condition;

•

Changes in current U.S. or global economic conditions, including an extended slowdown in the markets in which we operate;

•

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;

•

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;

•

Intangible asset risk, including the possibility that our goodwill may become impaired in the future;

•

Future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses;

•

Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission ("SEC") filings; and

•

Other factors that the Company may not have currently identified or quantified.

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. All forward-looking statements made herein are made only as of the date of this filing, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware.

PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements (Unaudited)

BROWN & BROWN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


	Three months ended June 30,			Six months ended June 30,
(in millions, except per share data)	2024			2023			2024		2023
REVENUES
Commissions and fees	$	1,154			$	1,036		$	2,390		$	2,144
Investment income		22				10			40			17
Other income, net		2				1			5			2
Total revenues		1,178				1,047			2,435			2,163
EXPENSES
Employee compensation and benefits		585				530			1,216			1,101
Other operating expenses		173				162			334			322
Gain on disposal		(31	)			-			(29	)		(6	)
Amortization		44				41			86			83
Depreciation		11				10			21			20
Interest		49				48			97			95
Change in estimated acquisition earn-out payables		1				2			(2	)		-
Total expenses		832				793			1,723			1,615
Income before income taxes		346				254			712			548
Income taxes		87				64			159			122
Net income before non-controlling interests		259				190			553			426
Less: Net income attributable to non-controlling interests		2				-			3			-
Net income attributable to the Company	$	257			$	190		$	550		$	426
Net income per share:
Basic	$	0.90			$	0.67		$	1.93		$	1.50
Diluted	$	0.90			$	0.67		$	1.92		$	1.50

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three months ended June 30,		Six months ended June 30,
(in millions)	2024		2023			2024		2023
Net income attributable to the Company	$	257		$	190		$	550		$	426
Foreign currency translation gain/(loss)		4			51			(28	)		98
Comprehensive income attributable to the Company	$	261		$	241		$	522		$	524

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in millions, except per share data)	June 30, 2024			December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	1,107			$	700
Fiduciary cash		1,867				1,603
Short-term investments		9				11
Commission, fees and other receivables		930				790
Fiduciary receivables		1,275				1,125
Reinsurance recoverable		100				125
Prepaid reinsurance premiums		483				462
Other current assets		318				314
Total current assets		6,089				5,130
Fixed assets, net		290				270
Operating lease assets		192				199
Goodwill		7,431				7,341
Amortizable intangible assets, net		1,565				1,621
Investments		22				21
Other assets		355				301
Total assets	$	15,944			$	14,883
LIABILITIES AND EQUITY
Current Liabilities:
Fiduciary liabilities	$	3,142			$	2,727
Losses and loss adjustment reserve		108				131
Unearned premiums		603				462
Accounts payable		313				459
Accrued expenses and other liabilities		500				608
Current portion of long-term debt		725				569
Total current liabilities		5,391				4,956
Long-term debt less unamortized discount and debt issuance costs		3,391				3,227
Operating lease liabilities		180				179
Deferred income taxes, net		614				616
Other liabilities		331				326
Equity:
Common stock, par value $0.10per share; authorized 560shares; issued 305shares and outstanding 285shares at 2024, issued 304 shares and outstanding 285shares at 2023, respectively		30				30
Additional paid-in capital		1,027				1,027
Treasury stock, at cost 20shares at 2024 and 2023		(748	)			(748	)
Accumulated other comprehensive loss		(47	)			(19	)
Non-controlling interests		11				-
Retained earnings		5,764				5,289
Total equity		6,037				5,579
Total liabilities and equity	$	15,944			$	14,883

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATEDSTATEMENTS OF EQUITY

(UNAUDITED)


	Common Stock
(in millions, except per share data)	Shares Outstanding			Par Value			Additional Paid-In Capital			Treasury Stock	Accumulated Other Comprehensive Loss			Retained Earnings			Non-Controlling Interest		Total
Balance at December 31, 2023		285			$	30			$	1,027	$	(748	)		$	(19	)	$	5,289		$	-	$	5,579
Net income															293					293
Foreign currency translation												(32	)							(32	)
Shares issued - employee stock compensation plans:
Employee stock purchase plan								4												4
Stock incentive plans		1							25												25
Net non-controlling interest acquired (disposed)								1										9			10
Repurchase shares to fund tax withholdings for non-cash stock-based compensation		(1	)						(54	)											(54	)
Cash dividends paid ($0.1300per share)															(38	)				(38	)
Balance at March 31, 2024		285			$	30			$	1,003	$	(748	)		$	(51	)	$	5,544		$	9	$	5,787
Net income															257			2			259
Foreign currency translation												4								4
Shares issued - employee stock compensation plans:
Employee stock purchase plan								3												3
Stock incentive plans								20												20
Directors								1												1
Cash dividends paid ($0.1300per share)															(37	)				(37	)
Balance at June 30, 2024		285			$	30			$	1,027	$	(748	)		$	(47	)	$	5,764		$	11	$	6,037

Balance at December 31, 2022		283			$	30			$	920	$	(748	)		$	(148	)	$	4,553		$	-	$	4,607
Net income															236					236
Foreign currency translation												47								47
Shares issued - employee stock compensation plans:
Employee stock purchase plan								3												3
Stock incentive plans		1							21												21
Repurchase shares to fund tax withholdings for non-cash stock-based compensation								(36	)											(36	)
Cash dividends paid ($0.1150per share)															(33	)				(33	)
Balance at March 31, 2023		284			$	30			$	908	$	(748	)		$	(101	)	$	4,756		$	-	$	4,845
Net income															190					190
Foreign currency translation												51								51
Shares issued - employee stock compensation plans:
Employee stock purchase plan								2												2
Stock incentive plans								19												19
Directors								1												1
Repurchase shares to fund tax withholdings for non-cash stock-based compensation								(3	)											(3	)
Cash dividends paid ($0.1150per share)															(32	)				(32	)
Balance at June 30, 2023		284			$	30			$	927	$	(748	)		$	(50	)	$	4,914		$	-	$	5,073

See accompanying Notes to Condensed Consolidated Financial Statements.

BROWN & BROWN, INC.

CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six months ended June 30,
(in millions)	2024			2023
Cash flows from operating activities:
Net income before non-controlling interests	$	553			$	426
Adjustments to reconcile net income before non-controlling interests to net cash provided by operating activities:
Amortization		86				83
Depreciation		21				20
Non-cash stock-based compensation		52				45
Change in estimated acquisition earn-out payables		(2	)			-
Deferred income taxes		(3	)			2
Amortization of debt discount		2				2
Net gain on sales/disposals of investments, fixed assets and customer accounts		(29	)			(5	)
Payments on acquisition earn-outs in excess of original estimated payables		(31	)			(18	)
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Commissions, fees and other receivables (increase) decrease		(140	)			(103	)
Reinsurance recoverable (increase) decrease		26				644
Prepaid reinsurance premiums (increase) decrease		(21	)			(58	)
Other assets (increase) decrease		(80	)			(56	)
Losses and loss adjustment reserve increase (decrease)		(23	)			(642	)
Unearned premiums increase (decrease)		140				75
Accounts payable increase (decrease)		(54	)			101
Accrued expenses and other liabilities increase (decrease)		(109	)			(100	)
Other liabilities increase (decrease)		(15	)			(28	)
Net cash provided by operating activities		373				388
Cash flows from investing activities:
Additions to fixed assets		(39	)			(25	)
Payments for businesses acquired, net of cash acquired		(98	)			(115	)
Proceeds from sales of businesses, fixed assets and customer accounts		58				6
Purchases of investments		(2	)			(6	)
Proceeds from sales of investments		4				6
Net cash used in investing activities		(77	)			(134	)
Cash flows from financing activities:
Fiduciary receivables and liabilities, net		248				224
Payments on acquisition earn-outs		(65	)			(46	)
Proceeds from long-term debt		599				-
Payments on long-term debt		(175	)			(229	)
Borrowings on revolving credit facility		150				170
Payments on revolving credit facility		(250	)			(70	)
Repurchase shares to fund tax withholdings for non-cash stock-based compensation		(54	)			(39	)
Cash dividends paid		(75	)			(65	)
Other financing activities		(3	)			1
Net cash provided by/(used in) financing activities		375				(54	)
Effect of foreign exchange rate changes on cash and cash equivalents inclusive of fiduciary cash		-				30
Net increase in cash and cash equivalents inclusive of fiduciary cash		671				230
Cash and cash equivalents inclusive of fiduciary cash at beginning of period		2,303				2,033
Cash and cash equivalents inclusive of fiduciary cash at end of period	$	2,974			$	2,263

See accompanying Notes to Condensed Consolidated Financial Statements. Refer to Note 10 for the reconciliations of cash and cash equivalents inclusive of fiduciary cash.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 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 threereportable segments. The Retail segment provides a broad range of insurance products and services to commercial, public and quasi-public entities, professional and individual insured customers, and non-insurance risk-mitigating products through our automobile and recreational vehicle dealer services ("F&I") businesses. The Programs segment, which acts as a managing general underwriter ("MGU"), 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 Company primarily operates as an agent or broker not assuming underwriting risks. However, we operate a write-your-own flood insurance carrier, Wright National Flood Insurance Company ("WNFIC"). WNFIC's underwriting business consists of policies written pursuant to the National Flood Insurance Program ("NFIP"), the program administered by the Federal Emergency Management Agency ("FEMA") to which premiums and underwriting exposure are ceded, and excess flood policies which are fully reinsured in the private market. The Company also operates two capitalized captive insurance facilities (the "Captives") for the purpose of facilitating additional underwriting capacity, generating incremental revenues and participating in underwriting results.

NOTE 2 Basis of Financial Reporting

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes thereto set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The preparation of these financial statements in conformity with 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 Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Business Realignment

In conjunction with the divestiture of certain businesses within the Company's former Services segment in the fourth quarter of 2023, the Company aligned its business from fourto threesegments beginning in fiscal year 2024. As a result of the segment reorganization, the Services segment was eliminated as a business segment. The Company now reports its financial results in the following three reportable segments: Retail, Programs and Wholesale Brokerage. The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements and these Notes reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. The results of the businesses sold in the fourth quarter of 2023 are presented within the Programs segment. There is no impact on our previously reported consolidated statements of income, balance sheets, statements of cash flows, statements of comprehensive income or statements of equity resulting from these changes. See Note 12 of these Notes to Condensed Consolidated Financial Statements for further information.

Pursuant to the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023, the Company is entitled to future consideration payments upon achievement of certain conditions in accordance with the terms of the sale agreement. During the second quarter of 2024, the conditions associated with one of the contingent payments were achieved which resulted in the Company recognizing a gain of $29million within the Programs segment.

Recently Issued Accounting Pronouncements

On November 27, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Improvements to Reportable Segment Disclosures." This ASU requires additional reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the ASU enhances interim disclosure requirements effectively making the current annual requirements a requirement for interim reporting. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.

On December 14, 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." This ASU improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements.

Recently Adopted Accounting Standards

None

NOTE 3 Revenues

The following tables present the revenues disaggregated by revenue source:


	Three months ended June 30, 2024
(in millions)	Retail		Programs			Wholesale Brokerage		Other (8)	Total
Base commissions (1)	$	449		$	243		$	129	$	-		$	821
Fees(2)		156			61			24		(1	)		240
Other supplemental commissions (3)		32			6			1		-			39
Profit-sharing contingent commissions (4)		7			25			4		-			36
Earned premium (5)		-			18			-		-			18
Investment income (6)		1			5			1		15			22
Other income, net (7)		1			1			-		-			2
Total revenues	$	646		$	359		$	159	$	14		$	1,178


	Three months ended June 30, 2023
(in millions)	Retail		Programs			Wholesale Brokerage		Other (8)	Total
Base commissions (1)	$	397		$	197		$	115	$	-		$	709
Fees (2)		151			82			20		(1	)		252
Other supplemental commissions (3)		27			2			1		-			30
Profit-sharing contingent commissions (4)		15			15			3		-			33
Earned premium (5)		-			12			-		-			12
Investment income (6)		-			2			-		8			10
Other income, net (7)		1			-			-		-			1
Total revenues	$	591		$	310		$	139	$	7		$	1,047


	Six months ended June 30, 2024
(in millions)	Retail		Programs			Wholesale Brokerage		Other (8)	Total
Base commissions (1)	$	996		$	449		$	242	$	-		$	1,687
Fees(2)		312			110			43		(2	)		463
Other supplemental commissions (3)		119			7			4		-			130
Profit-sharing contingent commissions (4)		21			51			10		-			82
Earned premium (5)		-			28			-		-			28
Investment income (6)		2			10			2		26			40
Other income, net (7)		2			2			-		1			5
Total revenues	$	1,452		$	657		$	301	$	25		$	2,435


	Six months ended June 30, 2023
(in millions)	Retail		Programs			Wholesale Brokerage		Other (8)	Total
Base commissions (1)	$	885		$	356		$	215	$	-		$	1,456
Fees (2)		296			157			38		(2	)		489
Other supplemental commissions (3)		111			4			2		-			117
Profit-sharing contingent commissions (4)		30			23			7		-			60
Earned premium (5)		-			22			-		-			22
Investment income (6)		-			3			-		14			17
Other income, net (7)		2			-			-		-			2
Total revenues	$	1,324		$	565		$	262	$	12		$	2,163

(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 F&I products and services.

(3)

Other supplemental commissions include additional commissions over base commissions received from insurance carriers based on predetermined growth or production measures. This includes incentive commissions and guaranteed supplemental commissions.

(4)

Profit-sharing contingent commissions are based primarily on underwriting results, but may also reflect considerations for volume, growth and/or retention.

(5)

Earned premium relates to the premiums earned in the Captives.

(6)

Investment income consists primarily of interest on cash and investments.

(7)

Other income consists primarily of other miscellaneous income.

(8)

Fees within Other reflect the elimination of intercompany revenues.

The following table presents the revenues disaggregated by geographic area where our services are being performed:


	Three months ended June 30,		Six months ended June 30,
(in millions)	2024		2023			2024		2023
U.S.	$	1,006		$	918		$	2,105	$	1,916
U.K.		144			105			275		203
Republic of Ireland		12			11			24		22
Canada		11			10			19		16
Other		5			3			12		6
Total revenues	$	1,178		$	1,047		$	2,435	$	2,163

Contract Assets and Liabilities

The balances of contract assets and contract liabilities arising from contracts with customers as of June 30, 2024 and December 31, 2023 were as follows:


(in millions)	June 30, 2024		December 31, 2023
Contract assets	$	538		$	473
Contract liabilities	$	109		$	113

Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in the Company's systems and are reflected in commissions, fees and other receivables in the Company's Condensed Consolidated Balance Sheets. The increase in contract assets over the balance as of December 31, 2023 is due to growth in the business, businesses acquired in the current year and normal seasonality.

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. Deferred revenue is reflected within accrued expenses and other liabilities for those to be recognized in less than 12 months and in other liabilities for those to be recognized more than 12 months from the date presented in the Company's Condensed Consolidated Balance Sheets.

As of June 30, 2024, deferred revenue consisted of $70millionas the current portion to be recognized within one year and $39millionin long-term to be recognized beyond one year. As of December 31, 2023, deferred revenue consisted of $78millionas the current portion to be recognized within one year and $35millionin long-term deferred revenue to be recognized beyond one year.

During the six months ended June 30, 2024 and 2023, the net amount of revenue recognized related to performance obligations satisfied in a previous period was $21millionand $22million, consisting of additional variable consideration received on our incentive and profit-sharing contingent commissions.

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-yearperiod. The cost to obtain balance within the other assets caption in the Company's Condensed Consolidated Balance Sheets was $108millionand $96millionas of June 30, 2024 and December 31, 2023, respectively. For the six months ended June 30, 2024, the Company deferred $16millionof incremental cost to obtain customer contracts. The Company recorded an expense of $4millionassociated with the incremental cost to obtain customer contracts for the six months ended June 30, 2024.

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 as of June 30, 2024 was $114million. The cost to fulfill balance as of December 31, 2023 was $123million. For the six months ended June 30, 2024, the Company had net expense of $10millionrelated 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.

NOTE 4 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 issuance of all potentially issuable common shares. The dilutive effect of potentially issuable common shares is computed by application of the treasury stock method. The following is a reconciliation between basic and diluted weighted average shares outstanding:


	Three months ended June 30,			Six months ended June 30,
(in millions, except per share data)	2024			2023			2024		2023
Net income attributable to the Company	$	257			$	190		$	550		$	426
Net income attributable to unvested awarded performance stock		(3	)			(3	)		(6	)		(7	)
Net income attributable to common shares	$	254			$	187		$	544		$	419
Weighted average number of common shares outstanding - basic		285				283			285			284
Less unvested awarded performance stock included in weighted average number of common shares outstanding - basic		(3	)			(4	)		(4	)		(5	)
Weighted average number of common shares outstanding for basic net income per common share		282				279			281			279
Dilutive effect of potentially issuable common shares		1				1			2			1
Weighted average number of shares outstanding - diluted		283				280			283			280
Net income per share:
Basic	$	0.90			$	0.67		$	1.93		$	1.50
Diluted	$	0.90			$	0.67		$	1.92		$	1.50

NOTE 5 Business Combinations

During the six months ended June 30, 2024, Brown & Brown acquired all of the stock of fiveinsurance intermediaries, purchased assets and assumed certain liabilities of eightinsurance intermediaries, and purchased fivebooks of business (customer accounts) for a total of 18acquisitions. Additionally, adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by Accounting Standards Codification Topic 805 - Business Combinations ("ASC 805").

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 are recorded in the Condensed Consolidated Statements of Income when incurred. The fair value of earn-out obligations is based on 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.

Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company's Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805 including balances related to the acquisition of Kentro Capital Limited as of October 1, 2023, the acquisition date, primarily for intangible assets, goodwill, customer contract related balances and tax related balances.

For the six months ended June 30, 2024, adjustments were made within the permitted measurement period that included an increase to fiduciary assets and fiduciary liabilities of $20million, a decrease to purchased customer accounts of $2million, an increase to non-controlling interest of $6million and an increase in estimated deferred consideration of $5million for a net increase in goodwill of $13million. These measurement period adjustments have been reflected as current period adjustments in the six months ended June 30, 2024 in accordance with the guidance in ASU 2015-16 "Business Combinations." The measurement period adjustments had no effect on earnings or cash in the current period.

Certain disclosures have not been presented as the effect of the acquisitions were not material to the Company's financial results.

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired through the six months ended June 30, 2024 as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.


(in millions)	Other (1)
Cash paid	$	121
Other payable		7
Recorded earn-out payable		19
Total consideration		147
Maximum potential earn-out payable		38
Allocation of purchase price:
Cash and equivalents		2
Fiduciary cash		21
Other current assets		7
Goodwill		108
Purchased customer accounts and other		37
Total assets acquired		175
Fiduciary liabilities		(21	)
Other current liabilities		(1	)
Total liabilities assumed		(22	)
Acquired non-controlling interest		(6	)
Net assets acquired	$	147

(1)

The other column represents a summarization of current year acquisitions with total consideration of less than $50millionper acquisition and adjustments from prior year acquisitions that were made within the permitted measurement period.

The weighted average useful life of purchased customer accounts is 15years.

Acquisition Earn-Out Payables

As of June 30, 2024 and 2023, 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 were as follows:


	Three months ended June 30,			Six months ended June 30,
(in millions)	2024			2023			2024		2023
Balance as of the beginning of the period	$	203			$	254		$	249		$	252
Additions to estimated acquisition earn-out payables		10				21			19			40
Payments for estimated acquisition earn-out payables		(45	)			(47	)		(96	)		(64	)
Subtotal		168				228			172			228
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(2	)			-			(7	)		(4	)
Interest expense accretion		3				2			5			4
Net change in earnings from estimated acquisition earn-out payables		1				2			(2	)		-
Foreign currency translation adjustments during the year		-				2			(1	)		4
Balance as of June 30,	$	169			$	232		$	169		$	232

Of the $169millionof estimated acquisition earn-out payables as of June 30, 2024, $93millionwas recorded as accounts payable and $76millionwas recorded as other non-current liabilities. As of June 30, 2024, the maximum future acquisition contingency payments was $485million. Six of the estimated acquisition earn-out payables assumed in connection with the acquisitions of GRP (Jersey) Holdco Limited and Kentro Capital Limited included provisions with no maximum potential earn-out amount. The amount recorded for these acquisitions as of June 30, 2024 is $4million. The Company deems a significant increase to this amount to be unlikely.

NOTE 6 Goodwill

The changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2024 are as follows:


(in millions)	Retail (2)			Programs			Wholesale Brokerage		Total
Balance as of December 31, 2023	$	4,870			$	1,853		$	618	$	7,341
Goodwill of acquired businesses		94				-			1		95
Goodwill adjustment during measurement period(1)		6				1			6		13
Foreign currency translation adjustments during the year		(15	)			(3	)		-		(18	)
Balance as of June 30, 2024	$	4,955			$	1,851		$	625	$	7,431

(1)

Provisional estimates of fair value of acquired assets and liabilities are established at the time of each acquisition and are subsequently reviewed and finalized within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments to goodwill.

(2)

The December 31, 2023 Retail balance includes $127million of goodwill reclassified from the former Services segment as a result of our segment realignment.

NOTE 7 Amortizable Intangible Assets

Amortizable intangible assets consisted of the following:


	June 30, 2024			December 31, 2023
(in millions)	Gross carrying value			Accumulated amortization			Net carrying value		Weighted average life (years) (1)		Gross carrying value		Accumulated amortization			Net carrying value			Weighted average life (years) (1)
Purchased customer accounts and other	$	3,207			$	(1,636	)	$	1,571			15		$	3,138			$	(1,549	)		$	1,589	15
Foreign currency translation adjustments during the year		(7	)			1			(6	)				34				(2	)			32
Total	$	3,200			$	(1,635	)	$	1,565				$	3,172			$	(1,551	)		$	1,621

(1)

Weighted average life calculated as of the date of acquisition.

Amortization expense for intangible assets for the years ending December 31, 2024, 2025, 2026, 2027 and 2028 is estimated to be $172million, $168million, $162million, $150million, and $143million, respectively.

NOTE 8 Long-Term Debt

Long-term debt consisted of the following:


(in millions)	June 30, 2024			December 31, 2023
Current portion of long-term debt:
Current portion of 5-yearterm loan facility expires 2026	$	25			$	25
Current portion of 3-yearterm loan facility expires 2025		150				-
Current portion of 5-yearterm loan facility expires 2027		50				44
Current portion of 4.200% senior notes, semi-annual interest payments, balloon due 2024		500				500
Total current portion of long-term debt		725				569
Long-term debt:
Note agreements:
4.500% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2029		350				350
2.375% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2031		700				700
4.200% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2032		598				598
5.650% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2034		599				-
4.950% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2052		592				592
Total notes		2,839				2,240
Credit agreements:
5-yearterm loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires October 27, 2026		181				194
5-yearrevolving loan facility, periodic interest payments, SOFR plus up to 1.525%, plus commitment fees up to 0.225%, expires October 27, 2026		-				100
3-yearterm loan facility, periodic interest payments, SOFR plus up to 1.625%, expires March 31, 2025		-				300
5-yearterm loan facility, periodic interest and principal payments, SOFR plus up to 1.750%, expires March 31, 2027		394				412
Total credit agreements		575				1,006
Debt issuance costs (contra)		(23	)			(19	)
Total long-term debt, less unamortized discount and debt issuance costs		3,391				3,227
Current portion of long-term debt		725				569
Total debt	$	4,116			$	3,796

Note agreements: On June 11, 2024, the Company completed the issuance of $600million aggregate principal amount of 5.650% Senior Notes due 2034 (the "2034 Senior Notes"). The net proceeds to the Company from the issuance of the 2034 Senior Notes, after deducting underwriting discounts and estimated offering expenses, were approximately $593million. The 2034 Senior Notes were given investment grade ratings of BBB- stable outlook and Baa3 positive outlook. The 2034 Senior Notes will mature in June 2034. Interest on the 2034 Senior Notes will be payable semi-annuallyin arrears. The 2034 Senior Notes are senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company's existing and future senior unsecured indebtedness. The Company may redeem the 2034 Senior Notes in whole or in part at any time and from time to time, at the "make whole" redemption prices specified in the prospectus supplement for the 2034 Senior Notes being redeemed, plus accrued and unpaid interest thereon. The Company intends to use the net proceeds from the offering of the 2034 Senior Notes to redeem its 4.200% senior notes due September 2024 and for general corporate purposes. As of June 30, 2024there was a total outstanding debt balance of $600million exclusive of the associated discount balance on the 2034 Senior Notes.

The Company also maintains notes from other issuances aggregating to a total outstanding debt balance of $2,750million exclusive of the associated discount balance as of June 30, 2024 and December 31, 2023.

Credit agreements:The Company has credit agreements that include term loans and a Revolving Credit Facility of $800million, all having similar terms and covenants. The outstanding balance on the term loans was $800million and $975million as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024, there was nooutstanding balance on the Revolving Credit Facility and as of December 31, 2023there was a $100million outstanding balance on the Revolving Credit Facility.

The credit agreements 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 June 30, 2024 and December 31, 2023.

The 1-month Term SOFR Rate for the 5-year term loan facility expiring October 27, 2026 is 5.445%, the 1-month Term SOFR Rate for the 3-year term loan facility expiring March 31, 2025 is 5.444%and the 1-month Term SOFR Rate for the 5-year term loan facility expiring March 31, 2027 is 5.444%as of June 30, 2024. These SOFR rates are inclusive of a 0.100% credit-spread adjustment per the terms of the relevant agreements.

Fair value information about financial instruments not measured at fair value

The following tables presents liabilities that are not measured at fair value on a recurring basis:


	June 30, 2024		December 31, 2023
(in millions)	Carrying Value		Fair Value			Carrying Value		Fair Value
Liabilities:
Current portion of long-term debt	$	500		$	498		$	500	$	495
Long-term debt	$	2,838		$	2,573		$	2,240	$	1,993

The carrying value of the Company's borrowings under various credit agreements approximates its fair value due to the variable interest rate based upon adjusted SOFR. The fair values above, which exclude accrued interest, are not necessarily indicative of the amounts that the Company would realize upon disposition, nor do they indicate the Company's intent or ability to dispose of the financial instruments. The fair values of our respective senior notes are considered Level 2 financial instruments as they are corroborated by observable market data.

NOTE 9 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 2041. 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, although not necessarily for the same amount of space.

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 millions)		June 30, 2024		December 31, 2023
Assets:
Operating lease right-of-use assets	Operating lease assets	$	192		$	199
Total assets			192			199
Liabilities:
Current operating lease liabilities	Accrued expenses and other liabilities		45			45
Non-current operating lease liabilities	Operating lease liabilities		180			179
Total liabilities		$	225		$	224

As of June 30, 2024, the Company has entered into future lease agreements expected to commence later in 2024 consisting of undiscounted lease liabilities of $1million.

The components of lease cost for operating leases were as follows:


	Three months ended June 30,		Six months ended June 30,
(in millions)	2024		2023			2024		2023
Operating leases:
Lease cost	$	14		$	14		$	28		$	29
Variable lease cost		1			1			2			2
Operating lease cost		15			15			30			31
Sublease income		-			-			(1	)		(1	)
Total lease cost net	$	15		$	15		$	29		$	30

The weighted average remaining lease term and the weighted average discount rate for operating leases as of June 30, 2024 were:


Weighted average remaining lease term in years	6.14
Weighted average discount rate	3.66	%

Maturities of the operating lease liabilities by fiscal year at June 30, 2024 for the Company's operating leases are as follows:


(in millions)	Operating leases
2024 (Remainder)	$	24
2025		53
2026		43
2027		35
2028		27
Thereafter		69
Total undiscounted lease payments		251
Less: imputed interest		26
Present value of lease payments	$	225

Supplemental cash flow information for operating leases is as follows:


	Three months ended June 30,		Six months ended June 30,
(in millions)	2024		2023			2024		2023
Cash paid for amounts included in measurement of liabilities
Operating cash flows from operating leases	$	15		$	15		$	30	$	30
Right-of-use assets obtained in exchange for new operating liabilities	$	13		$	6		$	25	$	10

NOTE 10 Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities

During the six months ended June 30, 2024, the Company had a minimal impact from foreign exchange rate changes on cash and cash equivalents inclusive of fiduciary cash reported on its Condensed Consolidated Statements of Cash Flows.

Pursuant to the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023, the Company is entitled to future consideration payments upon achievement of certain conditions in accordance with the terms of the sale agreement. During the second quarter of 2024, the Company received $57million from the settlement of two of the contingent payments.

During the second quarter, the Company completed the issuance of the 2034 Senior Notes. The net proceeds to the Company from the issuance of the 2034 Senior Notes, after deducting underwriting discounts and estimated offering expenses, were approximately $593million. A portion of those proceeds totaling $395million have been placed in short-term US Treasury Bills. These US Treasury Bills are presented as cash and cash equivalents on the Condensed Consolidated Balance Sheet as they will mature in less than 90 days from the date of the purchase. There was another $100million placed in money market funds also presented as cash and cash equivalents on the Condensed Consolidated Balance Sheet due to their liquidity profile. The Company intends to use the cash to redeem its 4.200% senior notes due September 2024 and for general corporate purposes.

During 2023, the Company accrued for and deferred $91million related to certain federal income tax payments. This deferral was allowed under Hurricane Idalia tax relief, which was announced by the Internal Revenue Service on August 30, 2023. These deferral of income tax payments were paid by the deadline of February 15, 2024. On March 15, 2023, the Company paid $31million of accrued federal income tax payments originally due in the fourth quarter of 2022, which was deferred under a similar tax deferral announced by the Internal Revenue Service associated with Hurricane Ian which was announced on September 29, 2022. During the first quarter of 2024, the Company also made tax payments of approximately $30million associated with the gain on disposal of certain third-party claims administration and adjusting services businesses sold in the fourth quarter of 2023.

Cash paid during the period for interest and income taxes are summarized as follows:


	Six months ended June 30,
(in millions)	2024		2023
Cash paid during the period for:
Interest	$	94		$	93
Income taxes, net of refunds	$	267		$	163

Significant non-cash investing and financing activities are summarized as follows:


	Six months ended June 30,
(in millions)	2024		2023
Other payables issued for agency acquisitions and purchased customer accounts	$	7		$	2
Estimated acquisition earn-out payables issued for agency acquisitions	$	19		$	40

The Company's restricted cash balance is composed of funds held in separate premium trust accounts as required by state law or, in some cases, by agreement with carrier partners. The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of June 30, 2024 and 2023.


(in millions)	June 30, 2024		December 31, 2023
Table to reconcile restricted and non-restricted fiduciary cash
Restricted fiduciary cash	$	1,587		$	1,412
Non-restricted fiduciary cash		280			191
Total restricted and non-restricted fiduciary cash at the end of the period	$	1,867		$	1,603

The Company's fiduciary cash increased as of June 30, 2024 compared to December 31, 2023 due to growth in the business, normal seasonality and acquisition activity during 2024.


	Balance as of June 30,
(in millions)	2024		2023
Table to reconcile cash and cash equivalents inclusive of fiduciary cash
Cash and cash equivalents	$	1,107		$	628
Fiduciary cash		1,867			1,635
Total cash and cash equivalents inclusive of restricted cash at the end of the period	$	2,974		$	2,263

NOTE 11 Legal and Regulatory Proceedings

The Company is involved in numerous pending or threatened proceedings by or against Brown & Brown, Inc. or one or more of its subsidiaries that arise in the ordinary course of business. The damages that may be claimed against the Company in these various proceedings are in some cases substantial, including in certain instances claims for punitive or extraordinary damages. Some of these claims and lawsuits have been resolved; others are in the process of being resolved and others are still in the investigation or discovery phase. The Company will continue to respond appropriately to these claims and lawsuits and to vigorously protect its interests.

The Company continues 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 and other factors, 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 12 Segment Information

Brown & Brown's business is divided into threereportable segments: (i) 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 F&I businesses; (ii) the Programs segment, which primarily act as MGUs, 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; and (iii) 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.

Brown & Brown conducts most of its operations within the United States of America. International operations include retail operations based in Bermuda, Canada, Cayman Islands, Republic of Ireland and the United Kingdom, managing general underwriter operations in Canada, France, Germany, Hong Kong, Italy, Malaysia, the Netherlands, United Arab Emirates and the United Kingdom and wholesale brokerage operations based in Belgium, Hong Kong, Italy and the United Kingdom. These operations earned $172millionand $129millionof total

revenues for the three months ended June 30, 2024 and 2023, respectively. These operations earned $330million and $247million of total revenues for the six months ended June 30, 2024 and 2023, respectively.

The accounting policies of the reportable segments are the same as those described in Note 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Intersegment revenues are eliminated.

Summarized financial information concerning the Company's reportable segments is shown in the following tables. The "Other" column includes any income and expenses not allocated to reportable segments, corporate-related items, including the intercompany interest expense charge to the reporting segment.

In the fourth quarter of 2023, the Company sold certain third-party claims administration and adjusting services businesses representing approximately 50% of the total revenues of the Services segment. As a result, beginning in fiscal year 2024, the Company operates threesegments: Retail, Programs (formerly National Programs) and Wholesale Brokerage. Balances presented for the three and six months ended June 30, 2023 have been recast to align with the three-segment structure.


	Three months ended June 30, 2024
(in millions)	Retail		Programs			Wholesale Brokerage		Other	Total
Total revenues	$	646		$	359		$	159	$	14		$	1,178
Investment income		1			5			1		15			22
Amortization		29			12			3		-			44
Depreciation		5			4			1		1			11
Interest expense		19			7			3		20			49
Income before income taxes		129			183			47		(13	)		346
Total assets		8,676			4,723			1,659		886			15,944
Capital expenditures		20			6			1		-			27


	Three months ended June 30, 2023
(in millions)	Retail		Programs			Wholesale Brokerage		Other	Total
Total revenues	$	591		$	310		$	139	$	7		$	1,047
Investment income		-			2			-		8			10
Amortization		28			11			3		(1	)		41
Depreciation		5			3			1		1			10
Interest expense		22			9			3		14			48
Income before income taxes		106			124			38		(14	)		254
Total assets		8,192			3,997			1,423		460			14,072
Capital expenditures		9			3			1		-			13


	Six months ended June 30, 2024
(in millions)	Retail		Programs			Wholesale Brokerage		Other	Total
Total revenues	$	1,452		$	657		$	301	$	25		$	2,435
Investment income		2			10			2		26			40
Amortization		58			23			6		(1	)		86
Depreciation		10			8			2		1			21
Interest expense		38			16			6		37			97
Income before income taxes		367			285			88		(28	)		712
Total assets		8,676			4,723			1,659		886			15,944
Capital expenditures		27			10			1		1			39


	Six months ended June 30, 2023
(in millions)	Retail		Programs			Wholesale Brokerage		Other	Total
Total revenues	$	1,324		$	565		$	262	$	12		$	2,163
Investment income		-			3			-		14			17
Amortization		56			22			6		(1	)		83
Depreciation		10			6			2		2			20
Interest expense		44			19			6		26			95
Income before income taxes		320			199			69		(40	)		548
Total assets		8,192			3,997			1,423		460			14,072
Capital expenditures		15			8			1		1			25

NOTE 13 Insurance Company Subsidiary Operations

The National Flood Insurance Program is a program administered by the Federal Emergency Management Agency ("FEMA") whereby the Company sells and services NFIP flood insurance policies on behalf of FEMA and receives fees for its services. Congressional authorization for the NFIP is periodically evaluated and may be subject to potential government shutdowns. The Company sells excess flood policies which are 100% ceded to a highly rated reinsurance carrier. The Company also operates two Captives for the purpose of facilitating additional underwriting capacity and to participate in a portion of the underwriting results. One Captive participates on a quota share basis for policies placed by certain of our MGU businesses that are currently focused on property insurance for earthquake and wind exposed properties with a portion of premiums ceded to reinsurance companies, limiting, but not fully eliminating the Company's exposure to underwriting losses. The other Captive participates through excess of loss reinsurance layers associated with one of our MGU businesses focused on placements of personal property, excluding flood, primarily in the southeastern United States with one layer of per risk excess reinsurance and three layers of catastrophe ("CAT") per occurrence reinsurance. All four layers have limited reinstatements and therefore have capped, maximum aggregate limits. The effects of reinsurance on premiums written and earned are as follows:


	Six months ended June 30, 2024
(in millions)	Written			Earned
Direct premiums - WNFIC	$	475			$	453
Ceded premiums - WNFIC		(475	)			(453	)
Net premiums - WNFIC		-				-
Assumed premiums - Quota share captive and excess of loss layer captive		128				67
Ceded premiums - Quota share captive		(22	)			(39	)
Net premiums - Quota share captive and excess of loss layer captive		106				28
Net premiums - Total	$	106			$	28

All premiums written by the Company under NFIP are 100%ceded to FEMA, for which WNFIC received a 29.5%gross expense allowance from January 1, 2024 through June 30, 2024. For the same period, the Company ceded $473millionof written premiums to FEMA for NFIP policies and $2millionto highly rated carriers for excess flood policies.

As of June 30, 2024 the Condensed Consolidated Balance Sheets contained reinsurance recoverable of $98million and prepaid reinsurance premiums of $483 million, which are related to the WNFIC business. For flood policies, there was nochange in the balance in the reserve for losses and loss adjustment expense net of reinsurance recoverable during the period January 1, 2024 through June 30, 2024, as the Company's direct premiums written were 100%ceded to tworeinsurers. The balance of the reserve for losses and loss adjustment expense for the WNFIC, excluding related reinsurance recoverable, as of June 30, 2024 was $98million.

WNFIC maintains capital in excess of the minimum statutory amount of $8millionas required by regulatory authorities. The statutory capital and surplus of WNFIC was $42millionat June 30, 2024 and $39millionas of December 31, 2023. For the period from January 1, 2024 through June 30, 2024, WNFIC generated statutory net income of $9million. For the period from January 1, 2023 through December 31, 2023, WNFIC generated statutory net income of $7million. The maximum amount of ordinary dividends that WNFIC can pay in a rolling 12-month period is limited to the greater of 10%of statutory adjusted capital and surplus or 100%of adjusted net income. On June 10, 2024, WNFIC paid an ordinary dividend of $7million. The dividend was declared and approved by the WNFIC Board of Directors on May 28, 2024. On April 28, 2023, WNFIC paid an ordinary dividend of $3million. The dividend was declared and approved by the WNFIC Board of Directors by consent on March 17, 2023. The maximum dividend payout that may be made in 2024 and without prior approval is $7million.

In December 2021, the initial funding to capitalize the quota share Captive was $6million. This capital in addition to earnings of $4million through June 30, 2024 is considered at risk for loss. Assumed net written and net earned premiums for the quota share Captive for the three months ended June 30, 2024, were $106million and $27million, respectively. For six months ended June 30, 2024 and 2023, the ultimate loss expense inclusive of incurred but not reported ("IBNR") claims was $11million, of which $3million is related to the estimated insured losses with Hurricane Ian. As of June 30, 2024, reported insured losses associated with Hurricane Ian were $2million. As of June 30, 2024, the Condensed Consolidated Balance Sheet contained deferred acquisitions costs of $63million, reinsurance payable of $6million and the reserve for losses and loss adjustment expense, excluding related reinsurance recoverable, was $7million. The first collateral release was received in March 2024 and is based on an IBNR factor times earned premium compared to the current collateral balance.

The excess of loss layer Captive was renewed in June 2024 with underlying reinsurance treaties effective from June 1, 2024 through May 31, 2025. This Captive's maximum aggregate annual underwriting exposure is $2million.

NOTE 14 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 $100million 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.

The Company has outstanding approval to purchase up to approximately $249million, in the aggregate, of the Company's outstanding common stock.

During the first quarter, the Company paid a dividend of $0.1300per share, which was approved by the Board of Directors on January 17, 2024and paid on February 14, 2024for a total of $38million. During the second quarter, the Company paid a dividend of $0.1300per share, which was approved by the Board of Directors on April 22, 2024and paid on May 15, 2024for a total of $37million.

On July 17, 2024the Board of Directors approved a dividend of $0.1300per share payable on August 14, 2024to shareholders of record on August 7, 2024.

During the first quarter of 2024 the Company received $5million in exchange for a 49% interest in our quota-share captive.

In the first quarter of 2024, the Company paid $2million to buy additional interest in an entity in which it was already the majority owner.

The Company also has approximately $6million of minority interest arising from consolidated acquisitions where the Company acquired a controlling majority ownership position with a residual noncontrolling ownership position held by unaffiliated entities.

ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion updates the Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and the two discussions should be read together.

GENERAL

Company Overview - Second Quarter of 2024

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related Notes to those Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, please see "Information Regarding Non-GAAP Financial Measures" below concerning important information on non-GAAP financial measures contained in our discussion and analysis.

We are a diversified insurance agency, wholesale brokerage and insurance programs 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, sales or 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 also operate capitalized captive insurance facilities (the "Captives") for the purpose of having additional capacity to place coverage, drive additional revenues and to participate in underwriting results. The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain of our MGUs and limit the Company's exposure to claims expenses through reinsurance or by only participating in certain tranches of the underwriting.

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, a reduction of purchased limits, or the occurrence of catastrophic weather events all affect our revenues. For example, higher levels of inflation, an increase the value of insurable exposure units or a general decline in economic activity, could decrease the value or amount of insurable exposure units. Conversely, increasing costs of litigation settlements and/or awards could cause some customers to seek higher levels of insurance coverage. Historically, we have grown our revenues as a result of our focus on new business, customer retention and acquisitions. We foster a strong, decentralized sales and service culture, which enables responsiveness to changing business conditions and drives accountability for results.

The term "core commissions and fees" excludes profit-sharing contingent commissions, and therefore represents the revenues earned directly from specific insurance policies sold, and specific fee-based services rendered. The net change in core commissions and fees reflects the aggregate changes attributable to: (i) net new and lost accounts; (ii) net changes in our customers' exposure units, deductibles or insured limits; (iii) net changes in insurance premium rates or the commission rate paid to us by our carrier partners; (iv) the net change in fees paid to us by our customers and (v) any businesses acquired or disposed of.

We also earn profit-sharing contingent commissions, which are commissions based primarily on underwriting results, but in select situations may reflect additional considerations for volume, growth and/or retention. These commissions, which are included in our commissions and fees in the Consolidated Statements of Income, are estimated and accrued throughout the year based on actual premiums written and knowledge, to the extent it is available, of losses incurred. Payments are primarily received in the first and second quarters of each subsequent year, based upon the aforementioned considerations for the prior year(s), but may differ from the amount estimated and accrued due to the lack of complete visibility regarding loss information until they are received. Over the last three years, profit-sharing contingent commissions have averaged approximately 3.3% of commissions and fees revenue.

Fee revenues primarily relate to services other than securing coverage for our customers, and for fees negotiated in lieu of commissions. Fee revenues are generated by: (i) our Programs and Wholesale Brokerage segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance carriers and (ii) our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, in our automobile dealer services ("F&I") businesses where we earn fees for assisting our customers with creating and selling warranty and service risk management programs and fees for Medicare Set-aside services, Social Security disability services and Medicare benefits advocacy services. Fee revenues as a percentage of our total commissions and fees, were 23.9% in 2023 and 25.8% in 2022.

For the three months ended June 30, 2024, our total commissions and fees growth rate was 11.4%, and our consolidated Organic Revenue growth rate was 10.0%.

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 as it relates to the Company's capital is to invest available funds in high-quality, short-term money-market funds and fixed income investment securities. Investment income also includes gains and losses realized from the sale of investments. Other income primarily reflects other miscellaneous revenues.

Income before income taxes for the three months ended June 30, 2024 increased from the second quarter of 2023 by $92 million or 36.2%, driven by net new business, increased investment income and profit-sharing contingent commissions, acquisitions completed in the past twelve months and the gain on disposal of certain businesses.

Effective for fiscal year 2024, in conjunction with the divestiture of certain businesses within our Services segment in the fourth quarter of 2023, we aligned our business from four to three segments, and we now report our financial results in the following three reportable segments: Retail, Programs (formerly National Programs) and Wholesale Brokerage. See Note 12 of the Notes to Condensed Consolidated Financial Statements for further information.

Information Regarding Non-GAAP Financial 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 the SEC rules: Organic Revenue, EBITDAC, EBITDAC Margin, EBITDAC - Adjusted and EBITDAC Margin - Adjusted. We present these measures because we believe such information is of interest to the investment community and because we believe it provides additional meaningful methods to evaluate the Company's operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability, that we believe are not indicative of ongoing performance and that are not easily comparable from period to period. This non-GAAP financial information should be considered in addition to, not in lieu of, the Company's consolidated income statements and balance sheets as of the relevant date. Consistent with Regulation G, a description of such information is provided below and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Quarterly Report on Form 10-Q under "Results of Operations - Segment Information."

We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our three segments, because they allow us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future. We also view EBITDAC, EBITDAC - Adjusted, EBITDAC Margin and EBITDAC Margin - Adjusted as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner. As disclosed in our most recent proxy statement, we use Organic Revenue growth, and EBITDAC Margin - Adjusted as key performance metrics for our short-term and long-term incentive compensation plans for executive officers and other key employees.

Beginning January 1, 2024, we no longer exclude Foreign Currency Translation from the calculation of EBITDAC - Adjusted and EBITDAC Margin - Adjusted. Prior periods are presented accordingly on the same basis so that the calculations of EBITDAC - Adjusted and EBITDAC Margin - Adjusted are comparable for both periods. We no longer exclude Foreign Currency Translation from the calculation of these earnings measures because fluctuations in Foreign Currency Translation affect both our revenues and expenses, largely offsetting each other. Therefore, excluding Foreign Currency Translation from these earnings measures provides no meaningful incremental value in evaluating our financial performance.

Non-GAAP Revenue Measures

•

Organic Revenueis our core commissions and fees less: (i) the core commissions and fees earned for the first twelve months by newly acquired operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period) and (iii) Foreign Currency Translation (as defined below). The term "core commissions and fees" excludes profit-sharing contingent commissions and therefore represents the revenues earned directly from specific insurance policies sold and specific fee-based services rendered. Organic Revenue can be expressed as a dollar amount or a percentage rate when describing Organic Revenue growth.

Non-GAAP Earnings Measures

•

EBITDACis defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables.

•

EBITDAC Marginis defined as EBITDAC divided by total revenues.

•

EBITDAC - Adjustedis defined as EBITDAC, excluding (i) (gain)/loss on disposal, (ii) for 2022 and 2023, Acquisition/Integration Costs (as defined below) and (iii) for 2023, the 1Q23 Nonrecurring Cost (as defined below).

•

EBITDAC Margin - Adjustedis defined as EBITDAC - Adjusted divided by total revenues.

Definitions Related to Certain Components of Non-GAAP Measures

•

"Acquisition/Integration Costs"means the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our

acquisitions of GRP (Jersey) Holdco Limited and its business ("GRP"), Orchid Underwriters Agency and CrossCover Insurance Services, and BdB Limited companies, which are not considered to be normal, recurring or part of the ongoing operations.

•

"Foreign Currency Translation" means the period-over period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of U.S. dollars for the same period in the prior year.

•

"1Q23 Nonrecurring Cost" means approximately $11.0 million expensed and substantially paid in the first quarter of 2023 to resolve a business matter, which is not considered to be normal, recurring or part of the ongoing operations.

•

"(Gain)/loss on disposal"a caption on our consolidated statements of income which reflects net proceeds received as compared to net book value related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.

Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments and, therefore comparability may be limited. This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company's Condensed Consolidated Financial Statements.

Acquisitions

Part of our business strategy is to attract high-quality insurance intermediaries and service organizations to join our operations. From 1993 through the second quarter of 2024, we acquired 660 insurance intermediary operations.

Critical Accounting Policies

We have had no changes to our Critical Accounting Policies as described in our most recent Form 10-K for the year ended December 31, 2023. 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 is subject to uncertainty because it 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 in the "Notes to Consolidated Financial Statements" in our Annual Report on Form 10-K for the year ended December 31, 2023 for details regarding our critical and significant accounting policies.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

The following discussion and analysis regarding results of operations and liquidity and capital resources should be considered in conjunction with the accompanying Condensed Consolidated Financial Statements and related Notes.

Financial information relating to our condensed consolidated financial results is as follows:


	Three months ended June 30,			Six months ended June 30,
(in millions, except percentages)	2024			2023			% Change		2024		2023			% Change
REVENUES
Core commissions and fees	$	1,118			$	1,003			11.5	%	$	2,308			$	2,084				10.7	%
Profit-sharing contingent commissions		36				33			9.1	%		82				60				36.7	%
Investment income		22				10			120.0	%		40				17				135.3	%
Other income, net		2				1			100.0	%		5				2				150.0	%
Total revenues		1,178				1,047			12.5	%		2,435				2,163				12.6	%
EXPENSES
Employee compensation and benefits		585				530			10.4	%		1,216				1,101				10.4	%
Other operating expenses		173				162			6.8	%		334				322				3.7	%
Gain on disposal		(31	)			-		NMF			(29	)			(6	)		NMF
Amortization		44				41			7.3	%		86				83				3.6	%
Depreciation		11				10			10.0	%		21				20				5.0	%
Interest		49				48			2.1	%		97				95				2.1	%
Change in estimated acquisition earn-out payables		1				2			(50.0	)%		(2	)			-			NMF
Total expenses		832				793			4.9	%		1,723				1,615				6.7	%
Income before income taxes		346				254			36.2	%		712				548				29.9	%
Income taxes		87				64			35.9	%		159				122				30.3	%
Net income before non-controlling interests		259				190			36.3	%		553				426
Less: Net income attributable to non-controlling interests		2				-					3				-
Net income attributable to the Company	$	257			$	190			35.3	%	$	550			$	426				29.1	%
Income Before Income Taxes Margin (1)		29.4	%			24.3	%				29.2	%			25.3	%
EBITDAC - Adjusted (2)	$	420			$	358			17.3	%	$	885			$	757				16.9	%
EBITDAC Margin - Adjusted (2)		35.7	%			34.2	%				36.3	%			35.0	%
Organic Revenue growth rate (2)		10.0	%			11.2	%				9.3	%			11.9	%
Employee compensation and benefits relative to total revenues		49.7	%			50.6	%				49.9	%			50.9	%
Other operating expenses relative to total revenues		14.7	%			15.5	%				13.7	%			14.9	%
Capital expenditures	$	27			$	13			107.7	%	$	39			$	25				56.0	%
Total assets at June 30,									$	15,944		$	14,072				13.3	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure

Commissions and Fees

Commissions and fees, including profit-sharing contingent commissions and earned premiums, for the three months ended June 30, 2024 increased $118 million to $1,154 million, or 11.4%, over the same period in 2023. Core commissions and fees revenue for the second quarter of 2024 increased $115 million or 11.5%, composed of: (i) approximately $98 million of net new and renewal business, which reflects an Organic Revenue growth rate of 10.0%; (ii) $44 million from acquisitions that had no comparable revenues in the same period of 2023; (iii) an increase from the impact of Foreign Currency Translation of $1 million and (iv) an offsetting decrease of $28 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months. Profit-sharing contingent commissions for the second quarter of 2024 increased by $3 million, compared to the same period in 2023.

Commissions and fees, including profit-sharing contingent commissions and earned premiums, for the six months ended June 30, 2024, increased $246 million to $2,390 million, or 11.5%, over the same period in 2023. Core commissions and fees revenue for the six months ended June 30, 2024 increased $224 million or 10.7%, composed of: (i) approximately $189 million of net new and renewal business, which reflects an Organic Revenue growth rate of 9.3%; (ii) $85 million from acquisitions that had no comparable revenues in the same period of 2023; (iii) an increase from the impact of Foreign Currency Translation of $5 million and (iv) an offsetting decrease of $55 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months. Profit-sharing contingent commissions for the six months ended June 30, 2024 increased by $22 million, or 36.7%, compared to the same period in 2023. This increase was driven primarily by (i) improved underwriting results and qualifying for certain prior year profit-sharing contingent commissions in excess of estimates that we did not qualify for in the prior year and (ii) recent acquisitions.

Investment Income

Investment income for the three months ended June 30, 2024 increased $12 million, from the same period in 2023. Investment income for the six months ended June 30, 2024 increased $23 million, from the same period in 2023. The increases were primarily driven by higher average interest rates compared to the prior year.

Other Income

Other income for the three months ended June 30, 2024 increased $1 million to $2 million as compared to the same period in 2023 and other income for the six months ended June 30, 2024 increased by $3 million, or 150.0%, as compared to the same period in 2023. Other income consists primarily of miscellaneous income and therefore can fluctuate between comparable periods.

Employee Compensation and Benefits

Employee compensation and benefits expense as a percentage of total revenues was 49.7% for the three months ended June 30, 2024 as compared to 50.6% for the three months ended June 30, 2023, and increased 10.4%, or $55 million. This increase included $20 million of compensation costs related to stand-alone acquisitions that had no comparable costs in the same period of 2023. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2024 and 2023 increased by $35 million, or 6.7%. This underlying employee compensation and benefits expense increase was primarily related to: (i) an increase in staff salaries and bonuses attributable to new hires; (ii) an increase in producer compensation associated with revenue growth and (iii) an increase in non-cash stock-based compensation driven by the strong financial performance of the Company, partially offset by (iv) employee compensation and benefits associated with businesses divested in the fourth quarter of 2023.

Employee compensation and benefits expense as a percentage of total revenues was 49.9% for the six months ended June 30, 2024 as compared to 50.9% for the six months ended June 30, 2023, and increased 10.4%, or $115 million. This increase included $41 million of compensation costs related to stand-alone acquisitions that had no comparable costs in the same period of 2023. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2024 and 2023 increased by $74 million, or 6.7%. This underlying employee compensation and benefits expense increase was primarily related to: (i) an increase in staff salaries and bonuses attributable to new hires; (ii) an increase in producer compensation associated with revenue growth and (iii) an increase in non-cash stock-based compensation driven by the strong financial performance of the Company, partially offset by (iv) employee compensation and benefits associated with businesses divested in the fourth quarter of 2023.

Other Operating Expenses

Other operating expenses represented 14.7% of total revenues for the second quarter of 2024, as compared to 15.5% for the second quarter of 2023. Other operating expenses for the second quarter of 2024 increased $11 million, or 6.8%, from the same period of 2023. This increase includes: (i) $8 million of other operating expenses related to stand-alone acquisitions that had no comparable costs in the same period of 2023; (ii) increased information technology related costs; (iii) and to a lesser extent, increased variable costs associated with revenue growth, offset by (iv) other operating expenses associated with businesses divested in the fourth quarter of 2023.

Other operating expenses represented 13.7% of total revenues for the six months ended June 30, 2024, as compared to 14.9% for the six months ended June 30, 2023. Other operating expenses for the first six months of 2024 increased $12 million, or 3.7%, from the same period of 2023. This increase includes: (i) $17 million of other operating expenses related to stand-alone acquisitions that had no comparable costs in the same period of 2023; (ii) increased information technology related costs; (iii) and to a lesser extent, increased variable costs associated with revenue growth, offset by (iv) the 1Q23 Nonrecurring Cost and (v) other operating expenses associated with businesses divested in the fourth quarter of 2023.

(Gain)/Loss on Disposal

Gain on disposal for the second quarter of 2024 increased $31 million from the second quarter of 2023. Gain on disposal for the six months ended June 30, 2024 increased $23 million from the six months ended June 30, 2023. Activity for (Gain)/Loss on disposal for the three and six months ended June 30, 2024 was primarily attributable to finalization of the gain associated with selling certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023. Although we do not routinely sell businesses or 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 adequate growth, or because doing so is in the Company's best interest.

Amortization

Amortization expense for the second quarter of 2024 increased $3 million, or 7.3%, compared to the second quarter of 2023. Amortization expense for the six months ended June 30, 2024 increased $3 million, or 3.6%, compared to the six months ended June 30, 2023. This change reflects the amortization of new intangibles from businesses acquired within the past twelve months, net of certain intangible assets becoming fully amortized or written off in the (Gain)/Loss on disposal.

Depreciation

Depreciation expense for the second quarter of 2024 increased $1 million, or 10.0%, compared to the second quarter of 2023. Depreciation expense for the six months ended June 30, 2024 increased $1 million, or 5.0%, compared to the six months ended June 30, 2023. Changes in depreciation expense reflect net additions of fixed assets resulting from businesses acquired in the past twelve months and the addition of fixed assets resulting from business initiatives, net of the impact of fixed assets that became fully depreciated or written off in the gain or loss on disposal.

Interest Expense

Interest expense for the second quarter of 2024 increased $1 million, or 2.1%, compared to the second quarter of 2023. Interest expense for the six months ended June 30, 2024 increased $2 million, or 2.1%, compared to the first six months of 2023.

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. The recorded purchase price for acquisitions includes 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 Condensed Consolidated Statements 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 Statements of Income for the period is the combination of the net change in the estimated acquisition earn-out payables liability, and the accretion of the present value discount on those liabilities.

As of June 30, 2024 and 2023, the fair values of the estimated acquisition earn-out payables were re-evaluated based upon projected operating results 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 were as follows:


	Three months ended June 30,			Six months ended June 30,
(in millions)	2024			2023			2024		2023
Change in fair value of estimated acquisition earn-out payables	$	(2	)		$	-		$	(7	)	$	(4	)
Interest expense accretion		3				2			5			4
Net change in earnings from estimated acquisition earn-out payables	$	1			$	2		$	(2	)	$	-

For the three months and six months ended June 30, 2024, the fair value of estimated earn-out payables was re-evaluated and resulted in decreases of $2 million and $7 million, respectively, which resulted in credits to the Condensed Consolidated Statements of Income.

As of June 30, 2024, estimated acquisition earn-out payables totaled $169 million, of which $93 million was recorded as accounts payable and $76 million was recorded as other non-current liabilities.

Income Taxes

The effective tax rate on income from operations for the three months ended June 30, 2024 and 2023 was 25.1% and 25.2%, respectively. The effective tax rate on income from operations for the six months ended June 30, 2024 and 2023 was 22.3% and 22.4%, respectively.

RESULTS OF OPERATIONS - SEGMENT INFORMATION

As discussed in Note 12 to the Condensed Consolidated Financial Statements, we operate three reportable segments: Retail, Programs and Wholesale Brokerage. On a segmented basis, changes in amortization, depreciation and interest expenses generally result from activity associated with acquisitions. Likewise, other income consists primarily of miscellaneous income and therefore can fluctuate between comparable periods. As such, in evaluating the operational efficiency of a segment, management primarily focuses on the Organic Revenue growth rate and EBITDAC Margin.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the three months ended June 30, 2024 and 2023, and the growth rates for Organic Revenue for the three months ended June 30, 2024, including by segment, are as follows:


2024	Retail (1)			Programs			Wholesale Brokerage			Total
(in millions, except percentages)	2024			2023			2024			2023			2024			2023			2024		2023
Commissions and fees	$	643			$	589			$	353			$	308			$	158		$	139			$	1,154		$	1,036
Total change	$	54						$	45						$	19					$	118
Total growth %		9.2	%						14.6	%						13.7	%					11.4	%
Profit-sharing contingent commissions		(7	)			(15	)			(25	)			(15	)			(4	)		(3	)			(36	)		(33	)
Core commissions and fees	$	636			$	574			$	328			$	293			$	154		$	136			$	1,118		$	1,003
Acquisitions		(21	)			-				(20	)			-				(3	)		-				(44	)		-
Dispositions		-				(2	)			-				(26	)			-			-				-			(28	)
Foreign Currency Translation					1							-							-						1
Organic Revenue (2)	$	615			$	573			$	308			$	267			$	151		$	136			$	1,074		$	976
Organic Revenue growth (2)	$	42						$	41						$	15					$	98
Organic Revenue growth rate (2)		7.3	%						15.4	%						11.0	%					10.0	%

(1) The Retail segment includes commissions and fees reported in the "Other" column of the Segment Information in Note 12 of this 10-Q of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.

(2) A non-GAAP financial measure.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the three months ended June 30, 2023 and 2022, including by segment, and the growth rates for Organic Revenue for the three months ended June 30, 2023, including by segment, are as follows:


2023	Retail (1)			Programs			Wholesale Brokerage			Total
(in millions, except percentages)	2023			2022			2023			2022			2023			2022			2023		2022
Commissions and fees	$	589			$	476			$	308			$	251			$	139		$	112			$	1,036		$	839
Total change	$	113						$	57						$	27					$	197
Total growth %		23.7	%						22.7	%						24.1	%					23.5	%
Profit-sharing contingent commissions		(15	)			(10	)			(15	)			(10	)			(3	)		(2	)			(33	)		(22	)
Core commissions and fees	$	574			$	466			$	293			$	241			$	136		$	110			$	1,003		$	817
Acquisition revenues		(87	)			-				(8	)			-				(13	)		-				(108	)		-
Dispositions					(5	)			-				(5	)			-			(2	)			-			(12	)
Foreign Currency Translation					-							-							-						-
Organic Revenue (2)	$	487			$	461			$	285			$	236			$	123		$	108			$	895		$	805
Organic Revenue growth (2)	$	26						$	49						$	15					$	90
Organic Revenue growth rate (2)		5.6	%						20.8	%						13.9	%					11.2	%

(1) The Retail segment includes commissions and fees reported in the "Other" column of the Segment Information in Note 12 of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.

(2) A non-GAAP financial measure.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the six months ended June 30, 2024 and 2023, including by segment, and the growth rates for Organic Revenue for the six months ended June 30, 2024, including by segment, are as follows:


2024	Retail (1)			Programs			Wholesale Brokerage			Total
(in millions, except percentages)	2024			2023			2024			2023		2024			2023			2024		2023
Commissions and fees	$	1,446			$	1,320			$	645		$	562			$	299		$	262			$	2,390		$	2,144
Total change	$	126						$	83					$	37					$	246
Total growth %		9.5	%						14.8	%					14.1	%					11.5	%
Profit-sharing contingent commissions		(21	)			(30	)			(51	)		(23	)			(10	)		(7	)			(82	)		(60	)
Core commissions and fees	$	1,425			$	1,290			$	594		$	539			$	289		$	255			$	2,308		$	2,084
Acquisitions		(39	)			-				(40	)		-				(6	)		-				(85	)		-
Dispositions		-				(3	)			-			(51	)			-			(1	)			-			(55	)
Foreign Currency Translation		-				4				-			-				-			1				-			5
Organic Revenue (2)	$	1,386			$	1,291			$	554		$	488			$	283		$	255			$	2,223		$	2,034
Organic Revenue growth (2)	$	95						$	66					$	28					$	189
Organic Revenue growth % (2)		7.4	%						13.5	%					11.0	%					9.3	%

(2) A non-GAAP financial measure.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the six months ended June 30, 2023 and 2022, including by segment, and the growth rates for Organic Revenue for the six months ended June 30, 2023, including by segment, are as follows:


2023	Retail (1)			Programs			Wholesale Brokerage			Total
(in millions, except percentages)	2023			2022			2023			2022		2023			2022			2023		2022
Commissions and fees	$	1,320			$	1,091			$	562		$	438			$	262		$	215			$	2,144		$	1,744
Total change	$	229						$	124					$	47					$	400
Total growth %		21.0	%						28.3	%					21.9	%					22.9	%
Profit-sharing contingent commissions		(30	)			(27	)			(23	)		(18	)			(7	)		(6	)			(60	)		(51	)
Core commissions and fees	$	1,290			$	1,064			$	539		$	420			$	255		$	209			$	2,084		$	1,693
Acquisition revenues		(166	)			-				(28	)		-				(28	)		-				(222	)		-
Dispositions		-				(14	)			-			(10	)			-			(4	)			-			(28	)
Foreign Currency Translation		-				-				-			(1	)			-			-				-			(1	)
Organic Revenue (2)	$	1,124			$	1,050			$	511		$	409			$	227		$	205			$	1,862		$	1,664
Organic Revenue growth (2)	$	74						$	102					$	22					$	198
Organic Revenue growth % (2)		7.0	%						24.9	%					10.7	%					11.9	%

(2) A non-GAAP financial measure.

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the three months ended June 30, 2024, including by segment, is as follows:


(in millions)	Retail			Programs			Wholesale Brokerage		Other		Total
Total Revenues	$	646			$	359		$	159		$	14		$	1,178
Income before income taxes		129				183			47			(13	)		346
Income Before Income Taxes Margin(1)		20.0	%			51.0	%		29.6	%	NMF			29.4	%
Amortization		29				12			3			-			44
Depreciation		5				4			1			1			11
Interest		19				7			3			20			49
Change in estimated acquisition earn-out payables		1				1			(1	)		-			1
EBITDAC(2)		183				207			53			8			451
EBITDAC Margin(2)		28.3	%			57.7	%		33.3	%	NMF			38.3	%
(Gain)/loss on disposal		(2	)			(29	)		-			-			(31	)
EBITDAC - Adjusted(2)	$	181			$	178		$	53		$	8		$	420
EBITDAC Margin - Adjusted(2)		28.0	%			49.6	%		33.3	%	NMF			35.7	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure


(in millions)	Retail			Programs			Wholesale Brokerage		Other		Total
Total Revenues	$	591			$	310		$	139		$	7		$	1,047
Income before income taxes		106				124			38			(14	)		254
Income Before Income Taxes Margin(1)		17.9	%			40.0	%		27.3	%	NMF			24.3	%
Amortization		28				11			3			(1	)		41
Depreciation		5				3			1			1			10
Interest		22				9			3			14			48
Change in estimated acquisition earn-out payables		2				-			(2	)		2			2
EBITDAC(2)		163				147			43			2			355
EBITDAC Margin(2)		27.6	%			47.4	%		30.9	%	NMF			33.9	%
(Gain)/loss on disposal		-				-			-			-			-
Acquisition/Integration Costs		3				-			-			-			3
1Q23 Nonrecurring Cost		-				-			-			-			-
EBITDAC - Adjusted(2)	$	166			$	147		$	43		$	2		$	358
EBITDAC Margin - Adjusted(2)		28.1	%			47.4	%		30.9	%	NMF			34.2	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the six months ended June 30, 2024, including by segment, is as follows:


(in millions)	Retail			Programs			Wholesale Brokerage		Other		Total
Total Revenues	$	1,452			$	657		$	301		$	25		$	2,435
Income before income taxes		367				285			88			(28	)		712
Income Before Income Taxes Margin(1)		25.3	%			43.4	%		29.2	%	NMF			29.2	%
Amortization		58				23			6			(1	)		86
Depreciation		10				8			2			1			21
Interest		38				16			6			37			97
Change in estimated acquisition earn-out payables		-				1			(3	)		-			(2	)
EBITDAC(2)		473				333			99			9			914
EBITDAC Margin(2)		32.6	%			50.7	%		32.9	%	NMF			37.5	%
(Gain)/loss on disposal		(1	)			(28	)		-			-			(29	)
EBITDAC - Adjusted(2)	$	472			$	305		$	99		$	9		$	885
EBITDAC Margin - Adjusted(2)		32.5	%			46.4	%		32.9	%	NMF			36.3	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the six months ended June 30, 2023, including by segment, is as follows:


(in millions)	Retail			Programs			Wholesale Brokerage		Other		Total
Total Revenues	$	1,324			$	565		$	262		$	12		$	2,163
Income before income taxes		320				199			69			(40	)		548
Income Before Income Taxes Margin(1)		24.2	%			35.2	%		26.3	%	NMF			25.3	%
Amortization		56				22			6			(1	)		83
Depreciation		10				6			2			2			20
Interest		44				19			6			26			95
Change in estimated acquisition earn-out payables		(1	)			-			(2	)		3			-
EBITDAC(2)		429				246			81			(10	)		746
EBITDAC Margin(2)		32.4	%			43.5	%		30.9	%	NMF			34.5	%
(Gain)/loss on disposal		-				(6	)		-			-			(6	)
Acquisition/Integration Costs		6				-			-			-			6
1Q23 Nonrecurring Cost		-				-			-			11.0			11.0
EBITDAC - Adjusted(2)	$	435			$	240		$	81		$	1		$	757
EBITDAC Margin - Adjusted(2)		32.9	%			42.5	%		30.9	%	NMF			35.0	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure

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 F&I businesses. Approximately 78% of the Retail segment's commissions and fees revenue is commission based.

Financial information relating to our Retail segment is as follows:


	Three months ended June 30,			Six months ended June 30,
(in millions, except percentages)	2024			2023			% Change		2024		2023			% Change
REVENUES
Core commissions and fees	$	637			$	575			10.8	%	$	1,427			$	1,292			10.4	%
Profit-sharing contingent commissions		7				15			(53.3	%)		21				30			(30.0	%)
Investment income		1				-		NMF			2				-			NMF
Other income, net		1				1			-	%		2				2			-	%
Total revenues		646				591			9.3	%		1,452				1,324			9.7	%
EXPENSES
Employee compensation and benefits		355				323			9.9	%		755				686			10.1	%
Other operating expenses		110				105			4.8	%		225				209			7.7	%
(Gain)/loss on disposal		(2	)			-		NMF			(1	)			-			NMF
Amortization		29				28			3.6	%		58				56			3.6	%
Depreciation		5				5			-	%		10				10			-	%
Interest		19				22			(13.6	%)		38				44			(13.6	%)
Change in estimated acquisition earn-out payables		1				2			(50.0	%)		-				(1	)		(100.0	%)
Total expenses		517				485			6.6	%		1,085				1,004			8.1	%
Income before income taxes	$	129			$	106			21.7	%	$	367			$	320			14.7	%
Income Before Income Taxes Margin (1)		20.0	%			17.9	%				25.3	%			24.2	%
EBITDAC - Adjusted (2)	$	181			$	166			9.0	%	$	472			$	435			8.5	%
EBITDAC Margin - Adjusted (2)		28.0	%			28.1	%				32.5	%			32.9	%
Organic Revenue growth rate (2)		7.3	%			5.6	%				7.4	%			7.0	%
Employee compensation and benefits relative to total revenues		55.0	%			54.7	%				52.0	%			51.8	%
Other operating expenses relative to total revenues		17.0	%			17.8	%				15.5	%			15.8	%
Capital expenditures	$	20			$	9			122.2	%	$	27			$	15			80.0	%
Total assets at June 30,									$	8,676		$	8,192				5.9	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure

The Retail segment's total revenues for the three months ended June 30, 2024 increased 9.3%, or $55 million, as compared to the same period in 2023, to $646 million. The $62 million increase in core commissions and fees revenue was driven by: (i) approximately $21 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2023; (ii) an increase of $42 million related to net new and renewal business; (iii) an increase from the impact of Foreign Currency Translation of $1 million and (iv) a decrease of $2 million related to commissions and fees recorded in 2023 from businesses since divested. Profit-sharing contingent commissions for the second quarter of 2024 decreased 53.3%, or $8 million, as compared to the same period in 2023, to $7 million. This decrease was primarily the result of not qualifying for certain profit-sharing contingent commissions in 2024, due to higher loss ratios experienced by our insurance carrier partners, that we qualified for in the prior year. The Retail segment's total commissions and fees increased by 10.8%, and the Organic Revenue growth rate was 7.3% for the second quarter of 2024. The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth on renewals of existing customers. Renewal business was impacted by increases in exposure units, as well as continued rate increases for property and casualty, employee benefits and auto.

Income before income taxes for the three months ended June 30, 2024 increased 21.7%, or $23 million, as compared to the same period in 2023, to $129 million. The primary factors driving this increase were: (i) a decrease in intercompany interest expense and (ii) the profit associated with the net increase in revenue as described above.

EBITDAC - Adjusted for the three months ended June 30, 2024 increased 9.0%, or $15 million, as compared to the same period in 2023, to $181 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2024 decreased to 28.0% from 28.1% in the same period in 2023. The decrease in EBITDAC Margin - Adjusted was primarily driven by: (i) a decrease in profit-sharing contingent commissions and, to a lesser extent, (ii) higher non-cash stock-based compensation and (iii) higher performance-based compensation associated with the increased level of Organic Revenue growth which was partially offset by (iv) the net increase in revenue as described above and (v) leveraging our expense base.

The Retail segment's total revenues for the six months ended June 30, 2024 increased 9.7%, or $128 million, as compared to the same period in 2023, to $1,452 million. The $135 million increase in core commissions and fees revenue was driven by: (i) approximately $39 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2023; (ii) an increase of $95 million related to net new and renewal business; (iii) an increase from the impact of Foreign Currency Translation of $4 million and (iv) an offsetting decrease of $3 million related to commissions and fees recorded in 2023 from businesses since divested. Profit-sharing contingent commissions for the six months of 2024 decreased 30.0%, or $9 million, as compared to the same period in 2023, to $21 million. This decrease was primarily the result of not qualifying for certain profit-sharing contingent commissions in 2024, due to higher loss ratios experienced by our insurance carrier partners, that we qualified for in the prior year. The Retail segment's total commissions and fees increased by 10.4%, and the Organic Revenue growth rate was 7.4% for the first six months of 2024. The Organic Revenue growth rate was driven by net new business written during the preceding 12 months and growth on renewals of existing customers. Renewal business was impacted by rate increases with continued increases in property and casualty, employee benefits and auto.

Income before income taxes for the six months ended June 30, 2024 increased 14.7%, or $47 million, as compared to the same period in 2023, to $367 million. The primary factors driving this increase were: (i) a decrease in intercompany interest expense and (ii) the profit associated with the net increase in revenue as described above.

EBITDAC - Adjusted for the six months ended June 30, 2024 increased 8.5%, or $37 million, as compared to the same period in 2023, to $472 million. EBITDAC Margin - Adjusted for the six months ended June 30, 2024 decreased to 32.5% from 32.9% in the same period in 2023. The decrease in EBITDAC Margin - Adjusted was primarily driven by: (i) a decrease in profit-sharing contingent commissions and, to a lesser extent, (ii) higher non-cash stock-based compensation and (iii) higher performance-based compensation associated with increased level of Organic Revenue growth, which was partially offset by, (iv) the net increase in revenue as described above and (v) leveraging our expense base.

Programs Segment

The Programs segment manages over 60 programs supported by over 100 well-capitalized carrier partners. In most cases, the insurance carriers that support these programs have delegated underwriting and, in many instances, claims-handling authority to our programs operations. These programs are generally distributed through a nationwide network of independent agents and Brown & Brown retail agents, and offer targeted products and services designed for specific industries, trade groups, professions, public entities and market niches. This segment also operates our write-your-own flood insurance carrier, WNFIC and operates two Captives. WNFIC's underwriting business consists of policies written on behalf of and fully ceded to the NFIP, as well as excess flood policies, which are fully reinsured in the private market. The Captives provide additional underwriting capacity that enable growth in core commissions and fees, and allow us to participate in underwriting results with limited exposure to claims expenses. The Company has traditionally participated in underwriting profits through profit-sharing contingent commissions. These Captives give us another way to continue to participate in underwriting results while limiting exposure to claims expenses. The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain of our MGUs. The Captives limit the Company's exposure to claims expenses either through reinsurance or by participating in limited tranches of the underwriting risk.

The Programs segment operations can be grouped into five broad categories: Professional Programs, Personal Lines Programs, Commercial Programs, Public Entity-Related Programs and Specialty Programs. Approximately 76% of the Programs segment's commissions and fees revenue is commission based.

Financial information relating to our Programs segment is as follows:


	Three months ended June 30,			Six months ended June 30,
(in millions, except percentages)	2024			2023			% Change		2024		2023			% Change
REVENUES
Core commissions and fees	$	328			$	293			11.9	%	$	594			$	539				10.2	%
Profit-sharing contingent commissions		25				15			66.7	%		51				23				121.7	%
Investment income		5				2			150.0	%		10				3			NMF
Other income, net		1				-		NMF			2				-			NMF
Total revenues		359				310			15.8	%		657				565				16.3	%
EXPENSES
Employee compensation and benefits		111				101			9.9	%		219				204				7.4	%
Other operating expenses		70				62			12.9	%		133				121				9.9	%
(Gain)/loss on disposal		(29	)			-		NMF			(28	)			(6	)		NMF
Amortization		12				11			9.1	%		23				22				4.5	%
Depreciation		4				3			33.3	%		8				6				33.3	%
Interest		7				9			(22.2	)%		16				19				(15.8	)%
Change in estimated acquisition earn-out payables		1				-		NMF			1				-			NMF
Total expenses		176				186			(5.4	)%		372				366				1.6	%
Income before income taxes	$	183			$	124			47.6	%	$	285			$	199				43.2	%
Income Before Income Taxes Margin (1)		51.0	%			40.0	%				43.4	%			35.2	%
EBITDAC - Adjusted (2)	$	178			$	147			21.1	%	$	305			$	240				27.1	%
EBITDAC Margin - Adjusted (2)		49.6	%			47.4	%				46.4	%			42.5	%
Organic Revenue growth rate (2)		15.4	%			20.8	%				13.5	%			24.9	%
Employee compensation and benefits relative to total revenues		30.9	%			32.6	%				33.3	%			36.1	%
Other operating expenses relative to total revenues		19.5	%			20.0	%				20.2	%			21.4	%
Capital expenditures	$	6			$	3			100.0	%	$	10			$	8				25.0	%
Total assets at June 30,									$	4,723		$	3,997				18.2	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure

The Programs segment's total revenues for the three months ended June 30, 2024 increased 15.8%, or $49 million, as compared to the same period in 2023, to $359 million. The $35 million increase in core commissions and fees revenue was driven by: (i) approximately $20 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2023; (ii) approximately $41 million of net new business, renewal business, and fee revenues and (iii) an offsetting decrease of $26 million related to commissions and fees revenue from businesses divested in the preceding twelve months. Profit-sharing contingent commissions for the second quarter of 2024 increased approximately $10 million as compared to the second quarter of 2023. This increase was driven by improved underwriting results, qualifying for certain contingent commissions that we did not qualify for in the prior year, increased written premium and acquisitions completed in the past twelve months.

The Programs segment's total commissions and fees increased by 11.9%, and the Organic Revenue growth rate was 15.4% for the three months ended June 30, 2024. The Organic Revenue growth was driven by strong new business, good retention and a growth incentive received for one of our programs.

Income before income taxes for the three months ended June 30, 2024 increased 47.6%, or $59 million, as compared to the same period in 2023, to $183 million. Income before income taxes increased due to the drivers of EBITDAC - Adjusted described below along with the gain on disposal of certain businesses.

EBITDAC - Adjusted for the three months ended June 30, 2024 increased 21.1%, or $31 million, from the same period in 2023, to $178 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2024 increased to 49.6% from 47.4% in the same period in 2023. EBITDAC - Adjusted grew due to the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023, higher profit-sharing contingent commissions, and leveraging our expense base.

The Programs segment's total revenues for the six months ended June 30, 2024 increased 16.3%, or $92 million, as compared to the same period in 2023, to $657 million. The $55 million increase in core commissions and fees revenue was driven by: (i) approximately $66 million of net new renewal business and fee revenues; (ii) an offsetting decrease of $51 million related to commissions and fees revenue from business divested in the preceding 12 months and (iii) $40 million from acquisitions that had no comparable revenues in the same period of 2023. Profit-sharing contingent commissions for the six months ended June 30, 2023 increased approximately $28 million, or by 121.7%, as compared to the same period in 2023. This increase was driven by qualifying for certain contingent commissions that we did not qualify for in the prior year from greater written premium, favorable loss ratios, prior year adjustments and acquisitions.

The Programs segment's total commissions and fees increased by 10.2%, and the Organic Revenue growth rate was 13.5%, for the six months ended June 30, 2024. The Organic Revenue growth was driven primarily by strong net new business across most of our Programs and good retention, a growth incentive received for one of our programs and offset by nonrecurring claims revenue in the prior year.

Income before income taxes for the six months ended June 30, 2024 increased 43.2%, or $86 million, from the same period in 2023, to $285 million. Income before income taxes increased due to the drivers of EBITDAC - Adjusted described below along with the gain on disposal of certain businesses.

EBITDAC - Adjusted for the six months ended June 30, 2024 increased 27.1%, or $65 million, as compared to the same period in 2023, to $305 million. EBITDAC Margin - Adjusted for the six months ended June 30, 2024 increased to 46.4% from 42.5% in the same period in 2023. EBITDAC - Adjusted increased due the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023, higher profit-sharing contingent commissions, and leveraging our expense base.

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. Approximately 86% of the Wholesale Brokerage segment's commissions and fees revenue is commission based.

Financial information relating to our Wholesale Brokerage segment is as follows:


	Three months ended June 30,			Six months ended June 30,
(in millions, except percentages)	2024			2023			% Change		2024			2023			% Change

REVENUES
Core commissions and fees	$	154			$	136			13.2	%		$	289			$	255				13.3	%
Profit-sharing contingent commissions		4				3			33.3	%			10				7				42.9	%
Investment income		1				-		NMF				2				-			NMF
Other income, net		-				-			-	%			-				-				-	%
Total revenues		159				139			14.4	%			301				262				14.9	%
EXPENSES
Employee compensation and benefits		82				72			13.9	%			158				139				13.7	%
Other operating expenses		24				24			-	%			44				42				4.8	%
(Gain)/loss on disposal		-				-			-	%			-				-				-	%
Amortization		3				3			-	%			6				6				-	%
Depreciation		1				1			-	%			2				2				-	%
Interest		3				3			-	%			6				6				-	%
Change in estimated acquisition earn-out payables		(1	)			(2	)		(50.0	%)			(3	)			(2	)			50.0	%
Total expenses		112				101			10.9	%			213				193				10.4	%
Income before income taxes	$	47			$	38			23.7	%		$	88			$	69				27.5	%
Income Before Income Taxes Margin (1)		29.6	%			27.3	%					29.2	%			26.3	%
EBITDAC - Adjusted (2)	$	53			$	43			23.3	%		$	99			$	81				22.2	%
EBITDAC Margin - Adjusted (2)		33.3	%			30.9	%					32.9	%			30.9	%
Organic Revenue growth rate (2)		11.0	%			13.9	%					11.0	%			10.7	%
Employee compensation and benefits relative to total revenues		51.6	%			51.8	%					52.5	%			53.1	%
Other operating expenses relative to total revenues		15.1	%			17.3	%					14.6	%			16.0	%
Capital expenditures	$	1			$	1		NMF			$	1			$	1				-	%
Total assets at June 30,									$	1,659			$	1,423				16.6	%

(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

NMF = Not a meaningful figure

The Wholesale Brokerage segment's total revenues for the three months ended June 30, 2024 increased 14.4%, or $20 million, as compared to the same period in 2023, to $159 million. The $18 million net increase in core commissions and fees revenue was driven primarily by: (i) $15 million related to net new and renewal business and (ii) $3 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2023. Profit-sharing contingent commissions for the second quarter of 2024 increased $1 million compared to the second quarter of 2023, driven by acquired businesses in the last year. The Wholesale Brokerage segment's growth rate for total commissions and fees was 13.2%, and the Organic Revenue growth rate was 11.0% for the second quarter of 2024. The Organic Revenue growth rate was driven by strong new business and good retention, as well as a combination of rate and exposure unit increases.

Income before income taxes for the three months ended June 30, 2024 increased 23.7%, or $9 million, as compared to the same period in 2023, to $47 million due to: (i) the growth of EBITDAC - Adjusted described below and (ii) a decrease in the change in estimated acquisition earn-out payables.

EBITDAC - Adjusted for the three months ended June 30, 2024 increased 23.3%, or $10 million, as compared to the same period in 2023, to $53 million. EBITDAC Margin - Adjusted for the three months ended June 30, 2024 increased to 33.3% from 30.9%, as compared to the same period in 2023. EBITDAC Margin - Adjusted increased due to: (i) certain nonrecurring operating expenses in the prior year; (ii) total revenues growth and (iii) leveraging our expense base.

The Wholesale Brokerage segment's total revenues for the six months ended June 30, 2024 increased 14.9%, or $39 million, as compared to the same period in 2023, to $301 million. The $34 million net increase in core commissions and fees revenue was driven primarily by: (i) $28 million related to net new and renewal business and (ii) $6 million related to core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2023. Profit-sharing contingent commissions for the first six months of 2024 increased approximately $3 million compared to the same period of 2023. The Wholesale Brokerage segment's growth rate for total commissions and fees was 13.3%, and the Organic Revenue growth rate was 11.0% for the first six months of 2024. The Organic Revenue growth rate was driven by strong new business and good retention, as well as a combination of rate and exposure unit increases.

Income before income taxes for the six months ended June 30, 2024 increased 27.5%, or $19 million, as compared to the same period in 2023, to $88 million due to: (i) the growth of EBITDAC - Adjusted described below and (ii) a decrease in the change in estimated acquisition earn-out payables.

EBITDAC - Adjusted for the six months ended June 30, 2024 increased 22.2%, or $18 million, as compared to the same period in 2023, to $99 million. EBITDAC Margin - Adjusted for the six months ended June 30, 2024 increased to 32.9% from 30.9% in the same period in 2023 due to: (i) certain nonrecurring operating expenses in the prior year; (ii) total revenues growth and (iii) leveraging our expense base.

Other

As discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, the "Other" column in the Segment Information table includes any revenue 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 strong 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 through a combination of cash that has been generated from operations, the disciplined use of debt and the issuance of equity as part of the purchase price consideration to acquire certain businesses. We have the ability to utilize our Revolving Credit Facility, which as of June 30, 2024 provided up to $800 million in available cash.

The Revolving Credit Facility contains an expansion option for up to an additional $500 million of borrowing capacity, subject to the approval of participating lenders. On March 31, 2022, the Company entered into a Loan Agreement (the "Loan Agreement") which provided term loan capacity of $800 million. Additionally, the Company may, subject to satisfaction of certain conditions, including receipt of additional term loan commitments by new or existing lenders, increase either Term Loan Commitment under the existing Loan Agreement or the term loans issued thereunder or issue new tranches of term loans in an aggregate additional amount of up to $400 million. Including the expansion options under all existing credit agreements, the Company has access to up to $1,700 million of incremental borrowing capacity as of June 30, 2024.

We believe that we have access to additional funds, if needed, through the capital markets or private placements 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 its normal liquidity needs, including principal payments on our long-term debt, for at least the next twelve months and in the long term.

Contractual Cash Obligations

As of June 30, 2024, our contractual cash obligations were as follows:


	Payments Due by Period
(in millions)	Total		Less than 1 year			1-3 years		4-5 years	After 5 years
Long-term debt	$	4,150		$	725		$	575	$	350	$	2,500
Other liabilities		230			14			24		19		173
Operating leases (1)		251			50			87		55		59
Interest obligations		1,658			178			303		238		939
Maximum future acquisition contingent payments (2)		485			212			203		65		5
Total contractual cash obligations (3)	$	6,774		$	1,179		$	1,192	$	727	$	3,676

(1)

Includes $1.0 million of future lease commitments expected to commence later in 2024.

(2)

Includes $169 million of current and non-current estimated acquisition earn-out payables. Earn-out payables for acquisitions not denominated in U.S. dollars are measured at the current foreign exchange rate. Six of the estimated acquisition earn-out payables assumed in connection with the acquisitions of GRP (Jersey) Holdco Limited and Kentro Capital Limited included provisions with no maximum potential earn-out amount. The amount recorded for these acquisitions as of June 30, 2024 is $4 million. The Company deems a significant increase to this amount to be unlikely.

(3)

Does not include approximately $37 million of current liability for a dividend of $0.1300 per share approved by the Board of Directors on July 17, 2024.

Debt

Total debt at June 30, 2024 was $4,116 million net of unamortized discount and debt issuance costs, which was an increase of $320 million compared to December 31, 2023. The increase includes: the issuance of $600 million senior notes and the amortization of discounted debt related to our various unsecured senior notes, and debt issuance cost amortization of $2 million; offset by the repayment of $275 million in floating rate debt balances and the addition of deferred financing costs and discount on debt of $7 million.

During the six months ended June 30, 2024, the Company repaid $13 million of principal related to the Second Amended and Restated Credit Agreement term loan through the quarterly scheduled principal payments. The Second Amended and Restated Credit Agreement term loan had an outstanding balance of $206 million as of June 30, 2024. The Company's next scheduled principal payment is due September 30, 2024 and is equal to $6 million.

During the six months ended June 30, 2024, the Company repaid $13 million of principal related to the Term Loans issued under the Term A-2 Loan Commitment ("Term A-2 Loans") through quarterly scheduled principal payments. The Term A-2 Loans had an outstanding balance of $444 million as of June 30, 2024. The Company's next scheduled principal payment is due September 30, 2024 and is equal to $13 million.

On February 13, 2024, the Company drew down on the Revolving Credit Facility $150 million, and the proceeds were used for general corporate purposes. During the six months ended June 30, 2024, the Company repaid $250 million of the outstanding balance on the Revolving Credit Facility. The Revolving Credit Facility had no outstanding balance as of June 30, 2024.

On June 11, 2024, the Company completed the issuance of $600 million aggregate principal amount of 5.650% senior notes due 2034 (the "2034 Senior Notes"). The net proceeds to the Company from the issuance of the 2034 Senior Notes, after deducting underwriting discounts and estimated offering expenses, were approximately $593 million. The 2034 Senior Notes were given investment grade ratings of BBB- stable outlook and Baa3 positive outlook. The 2034 Senior Notes will mature in June 2034. Interest on the 2034 Senior Notes will be payable semi-annually in arrears. The 2034 Senior Notes are senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company's existing and future senior unsecured indebtedness. The Company may redeem the 2034 Senior Notes in whole or in part at any time and from time to time, at the "make whole" redemption prices specified in the prospectus supplement for the 2034 Senior Notes being redeemed, plus accrued and unpaid interest thereon. The Company intends to use the net proceeds from the offering of the 2034 Senior Notes to redeem its 4.200% senior notes due September 2024, and for general corporate purposes. As of June 30, 2024 there was a total outstanding debt balance of $600 million exclusive of the associated discount balance on the 2034 Senior Notes.

During the six months ended June 30, 2024, the Company repaid $150 million of principal related to the Term Loans issued under the Term A-1 Loan Commitment ("Term A-1 Loans"). The Term A-1 Loans had an outstanding balance of $150 million as of June 30, 2024.

ITEM 3. 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-term duration fixed income funds. These investments are subject to interest rate risk. The fair value of our invested assets at June 30, 2024 and December 31, 2023 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 June 30, 2024, we had $800 million outstanding under the Second Amended and Restated Credit Agreement and the Loan Agreement tied to the Secured Overnight Financing Rate ("SOFR"). These agreements bear interest on a floating basis and are 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 Condensed Consolidated Financial Statements.

The majority of our international operations do not have material transactions in currencies other than their functional currency which would expose the Company to transactional currency rate risk. We are subject to translational exchange rate risk having businesses operating outside of the U.S. in the following functional currencies, British pounds, Canadian dollar, and euros. Based upon our foreign currency rate exposure as of June 30, 2024, an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Condensed Consolidated Financial Statements.

ITEM 4. Controlsand Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation (the "Evaluation") required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 and 15d-15 under the Exchange Act ("Disclosure Controls") as of June 30, 2024. Based upon the Evaluation, our CEO and CFO concluded that the design and operation of our Disclosure Controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Controls

There has not been any change in our internal control over financial reporting identified in connection with the Evaluation that occurred during the quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Control Over Financial Reporting

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

Exhibits 31.1 and 31.2 are the Certifications of the CEO and the CFO, respectively. The Certifications are supplied in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the "Section 302 Certifications"). This Item 4 of Part I of this Quarterly Report on Form 10-Q contains the information concerning the evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PARTII

ITEM 1. LegalProceedings

In Item 3 of Part I of the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2023, certain information concerning litigation claims arising in the ordinary course of business was disclosed. Such information was current as of the date of filing. During the Company's fiscal quarter ended June 30, 2024, no new legal proceedings, or material developments with respect to existing legal proceedings, occurred which require disclosure in this Quarterly Report on Form 10-Q.

ITEM 1A. Risk Factors

There were no material changes in the risk factors previously disclosed in Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about our repurchase of shares of our common stock during the three months ended June 30, 2024:


	Total number of shares purchased (1)		Average price paid per share			Total number of shares purchased as part of publicly announced plans or programs	Maximum value of shares that may yet be purchased under the plans or programs (2)(3)
April 1, 2024 to April 30, 2024		2,189		$	81.50		-	$	249
May 1, 2024 to May 31, 2024		206			83.50		-		249
June 1, 2024 to June 30, 2024		-			-		-		249
Total		2,395		$	81.67		-	$	249

(1)

All shares reported in this column are attributable to shares withheld for taxes in connection with vesting of restricted shares awarded under our 2010 Stock Incentive Plan and 2019 Stock Incentive Plan.

(2)

On July 18, 2014, the Board of Directors authorized the repurchase of up to $200.0 million of the Company's shares of common stock, and on July 20, 2015, the Board of Directors authorized the repurchase of an additional $400.0 million of the Company's shares of common stock. On May 1, 2019, the Board of Directors approved an additional repurchase authorization amount of $372.5 million to bring the total available share repurchase authorization to approximately $500.0 million. After completing these open market repurchases, the Company's outstanding Board approved share repurchase authorization is approximately $249.5 million. Between January 1, 2014 and June 30, 2024, the Company repurchased a total of approximately 20 million shares for an aggregate cost of approximately $748 million.

(3)

Dollar values stated in millions.

ITEM 5. Other Information

During the second quarter of 2024, none of the Company's officers or directors adoptedor terminatedany "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

ITEM 6. Exhibits

The following exhibits are filed as a part of this Report:


1.1		Underwriting Agreement, dated as of June 4, 2024 among Brown & Brown, Inc. and BofA Securities, Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC and Truist Securities, Inc., as representatives of the several underwriters named therein. (incorporated by reference to Exhibit 1.1 to Form 8-K filed on June 4, 2024).

3.1		Amended and Restated Articles of Incorporation of the Company (adopted January 18, 2023) (incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 19, 2023).

3.2		Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on January 19, 2023).

4.1		Fifth Supplemental Indenture, dated as of June 11, 2024, between Brown & Brown, Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association).

4.2		Form of Brown & Brown, Inc.'s 5.650% Notes due 2034 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on June 11, 2024).

31.1		Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.

31.2		Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.

32.1		Section 1350 Certification by the Chief Executive Officer of the Registrant.

32.2		Section 1350 Certification by the Chief Financial Officer of the Registrant.

101		The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in inline XBRL, include: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) the Notes to the Condensed Consolidated Financial Statements.

104		Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BROWN & BROWN, INC.

		/s/ R. Andrew Watts
Date: July 22, 2024		R. Andrew Watts
		Executive Vice President, Chief Financial Officer and Treasurer
		(duly authorized officer, principal financial officer and principal accounting officer)

Sharing and Personal Tools

Please select the service you want to use: