2023 Brown & Brown, Inc. Annual Report

Brown & Brown is distinguished by:

In the wilds of Africa, catching a glimpse of the King Cheetah in its natural habitat is rare, with only six known sightings in the past century. Like the elusive King Cheetah, Brown & Brown, Inc. is the unexpected find within the ever-changing insurance landscape –truly a rare breed.

• A unique culture built on Meritocracy and putting the needs of teammates and customers first

• A highly diversified revenue base, extensive experience and broad distribution network

• Industry-leading revenue growth, operating margins and cash conversion metrics

• Insider ownership of more than 20%

• Inclusion in the S&P 500 Dividend Aristocrat Index—30 consecutive years of increased dividends

Something rare is scarce, an exception. We are on a mission to be the leading global provider of insurance solutions, fueled by unwavering confidence and gritty determination.

We are a proud supporter of cheetah conservation. McLaren, the King Cheetah featured on the cover of this year's report, is a resident of the Ann van Dyk Cheetah Centre - De Wildt, South Africa. Photo by Nicole Wilson.

COMMITTED TO RESULTS

1939

84 Years of Proven Success

500

60%

16K+ of U.S. Teammates are Shareholders

With a unique company culture built on honesty, integrity, superior capabilities and grit, we value teamwork and share a competitive edge. When recruiting for our team, we seek people with diverse backgrounds and experiences who are motivated, disciplined and committed to leveraging The Power of WE. We are a Meritocracy, meaning we reward and elevate teammates based on merit, hard work and personal achievements. We are steadfast in our dedication to our teammates, customers, carrier partners, communities and shareholders—always.

People First

Prioritizing our teammates, their mental health and wellbeing, continued personal development and education, and long-term growth opportunities.

Community Service

Dedicated teams passionate about giving back to the communities in which they live and work.

Diversity, Inclusion & Belonging

Powered by diversity of talent, thought, character, work ethic and experience, resulting in better outcomes and meaningful contributions from our teammates.

Ownership Mindset

Providing opportunities for teammates to have ownership in our company, creating personal wealth and a shared mission to succeed.

Decentralized Sales & Service Model

Local teams empowered to make decisions that best support their customers and communities, with the backing of a global solutions provider.

Financial Performance

Consistent, industry-leading financial metrics and corresponding performance.

Strategic Growth

Expanding our global footprint through the strategic acquisitions of businesses that fit culturally, bring new or enhanced capabilities, and make sense financially.

Global Locations

Talented Teammates

A MESSAGE FROM OUR CEO

2023 was another historic year for Brown & Brown Insurance.

We grew our business significantly and profitably while also expanding our capabilities. We exceeded our intermediate annual revenue goal of $4 billion, doubling in the last five years.

Our business grew 10.2% organically(1) in 2023, with total revenue growth of 19.1%, and we expanded our industryleading adjusted EBITDAC margin(1) by 120 basis points to 33.9%. We delivered nearly $1.5 billion in adjusted EBITDAC,(1) and our cash flow from operations was over $1 billion, up from over $881 million the prior year. In 2023, 33 new firms joined our team via acquisition, and we thoughtfully expanded our international footprint. We also elevated numerous teammates to new leadership positions and brought others in to grow our talented teams. These accomplishments were only possible through a fierce commitment to our culture—with teammates and customers at the center of everything we do. In addition, our deep carrier relationships enabled us to deliver creative and innovative solutions for our customers.

We had another good year on the acquisition front, acquiring approximately $162 million of annual revenues—approximately $300 million of acquired annual revenue over the last two years. As we have done multiple times after completing a larger, financed acquisition, we continued to pay down debt. We are committed to a balanced capital allocation strategy, whereby we leverage the capital we generate each year, plus any money we borrow for acquisitions, and then actively pay down our floating-rate debt. This approach, combined with our industry-leading cash flow conversion, allows us significant flexibility to invest in our business and helps to deliver incremental shareholder value. By maintaining a conservative balance sheet, we are well positioned to invest in organizations that fit culturally and make sense financially.

We also increased our dividends for the 30th consecutive year. Our goal is to deploy our capital in a disciplined manner in any market cycle and drive shareholder value.

We are a team driven by a growth mindset—that starts with Organic Revenue growth. In 2023, three of our segments, which represent 95%+ of our business, outperformed our initial Organic Revenue growth expectations for the year, with Retail delivering 7.9%,(1) National Programs growing 17.2%(1) and Wholesale Brokerage expanding 12.2%.(1)

At the end of 2023, we sold several of our Services segment businesses, representing approximately $100 million of annual revenue and roughly 600 teammates— many of whom I know personally. This was not a decision we took lightly. The acquiring firm is focused on investing and growing its claims services businesses, and we are confident that this strategic transaction will enhance both of our organizations. We used the proceeds from the sale to repay debt and are transitioning the remaining businesses from our Services segment into our Retail segment.

On the technology front, we continued to make good progress regarding our investments in operating platforms, data and analytics, and innovation while maintaining a strong cybersecurity posture. Our use of data and analytics enhanced our customer experiences and empowered our teammates with improved capabilities during the year. We are on a technology journey and believe we are making the proper investments to drive innovation and maintain our competitive advantages.

We were very successful in our efforts to attract new teammates and retain and develop our current team in 2023. As we have stated for many years, we are in the

30

Consecutive Years of Increased Dividends

10.2% Organic Revenue(1) Growth

people recruiting and enhancing business, and our unique, people-first culture helps Brown & Brown attract diverse talent seeking a fast-paced, high-performance environment. We further expanded the capabilities of BBU, our internal learning and development platform, by launching new leadership development opportunities for teammates at all stages of their careers. Our five highly functioning Teammate Resource Groups (TRGs) continue to be empowered to support teammate communities within the organization. Additionally, feedback provided directly by our teammates about their workplace experience led to Brown & Brown being Great Place To Work Certified™ for the fifth consecutive year, demonstrating our commitment to fostering a culture of

$8,480

In 2023

Our results over time are a product of the trust we earn from our customers and the trust we continuously work to foster among our teammates.”

– Powell Brown

$100 In 1993

Source: FactSet

$100 invested in Brown & Brown stock in 1993 when we began our journey as a public company would be worth $8,480 as of December 31, 2023.

inclusivity and belonging. We continued prioritizing the health and well-being of our teammates, specifically championing the importance of brain health (our term for mental health), and significantly expanded our teammate work-life services program. Through a new partnership, we were able to provide robust support for our teammates and their family members.

As part of our efforts to raise money and awareness for brain health, Barrett and I safely completed the Haute Route Alps in August 2023, widely considered the highest and toughest amateur cycling race in the world. It was a tough, amazing experience—seven hot days in the French Alps. We rode our bikes over 450 miles, climbing more than 60,000 vertical feet and raised over $4 million for brain health. The Shifting Gears on Brain Health foundation is taking applications for funding from nonprofits that focus on mental health research, education and

prevention, and treatment in the United States, Ireland and the United Kingdom. Funds are anticipated to be distributed by the end of 2024.

We seek to deliver long-term value for our shareholders, and with more than 20% of our stock owned by teammates, we have significant alignment among stakeholders (teammates, customers, carrier partners and shareholders). In 2023, this alignment enabled us to deliver total shareholder returns of 26%.(2) This shared success results from many long days and short nights, where the Brown & Brown team delivered for our customers. Our results over time are a product of the trust we earn from our customers and the trust we continuously work to foster among our teammates. Through The Power Of WE, the team achieved our intermediate annual revenue goal of $4 billion. We have set our next annual goal of $8 billion in revenue. We look forward to the journey.

Thank you for your continued support and investment in our deeply committed, competitive team.

Cheers,

J. Powell Brown President & Chief Executive Officer

OUR PERFORMANCE

(1) Organic Revenue, EBITDAC – Adjusted and EBITDAC Margin – Adjusted are non-GAAP financial measures and are referenced to provide additional meaningful methods of evaluating our operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. For other information concerning Organic Revenue, EBITDAC – Adjusted and EBITDAC Margin – Adjusted and reconciliations to the most closely comparable GAAP measures, refer to pages 19–20, 26–28 and 37–38 of this Annual Report. (2) Cash flow for the years 2020 and 2021 have been restated under the fiduciary model. Legacy method for calculating cash flow is used for 2019.

Uses of Capital

We strategically invest capital to optimize returns and minimize debt. Our capital management strategy is rooted in the philosophy of investing to deliver shareholder value, while maintaining a conservative debt leverage ratio. As a result, we remain prepared to strategically deploy capital for teammate development, expand our capabilities, acquire firms and return capital to shareholders while maintaining a conservative debt profile.

Acquisitions

Brown & Brown has a clearly defined growth strategy that has successfully helped us enhance and diversify our business, capabilities and team to create long-term value for our shareholders. We maintain a disciplined focus on making acquisitions that fit culturally and make sense financially. As A Forever Company, we are always actively looking for like-minded companies to join our winning team.

• Amicus Solutions Holdings Ltd

• Automotive Business Solutions

• Berkeley Insurance Group

• BPW Insurance Services Ltd

• Brownlee Agency, Inc.

•

•

•

•

•

•

RETAIL

Delivered Organic Revenue(1) growth of 7.9% and EBITDAC Margin – Adjusted(1) of 30.6%

TEAMMATES 9,705

OPERATIONS IN the United States, Bermuda, Canada, Cayman Islands, Ireland & the United Kingdom

NATIONAL PROGRAMS

Delivered Organic Revenue(1) growth of 17.2% and EBITDAC Margin – Adjusted(1) of 45.3%

TEAMMATES 3,743

OPERATIONS IN the United States, Canada, France, Germany, Hong Kong, Italy, Malaysia, the Netherlands, the United Arab Emirates & the United Kingdom

WHOLESALE

SERVICES

J. Powell Brown, CPCU

President & Chief Executive Officer

TENURE 28 YEARS

K. Gray Nester II

Executive Vice President & Chief Information Officer

TENURE 4 YEARS

R. Andrew Watts

Executive Vice President, Chief Financial Officer & Treasurer

TENURE 9 YEARS

J. Scott Penny, CIC

Executive Vice President & Chief Acquisitions Officer

TENURE 34 YEARS

Steve M. Boyd

Executive Vice President & President Wholesale Brokerage Segment

TENURE 28 YEARS*

Julie L. Turpin

Executive Vice President & Chief People Officer

TENURE 11 YEARS

P. Barrett Brown

Executive Vice President & President Retail Segment

TENURE 20 YEARS

Chris L. Walker

Executive Vice President & President National Programs Segment

TENURE 20 YEARS*

Senior Leadership Team

Anurag Batta

Senior Vice President Wholesale Brokerage Segment

Mike Bruce

Senior Vice President Retail Segment

Kathy H. Colangelo, CIC, ASLI

Senior Vice President Wholesale Brokerage Segment

John M. Esposito, CIC

Senior Vice President Retail Segment

Joseph S. Failla

Senior Vice President Wholesale Brokerage Segment

James C. Hays

Vice Chairman

Michael L. Keeby

Senior Vice President Retail Segment

Richard A. Knudson, CIC

Senior Vice President Retail Segment

Tom Kussurelis, AAI, CPCU, CLU

Senior Vice President National Programs Segment

C. Robert Mathis, IV

Senior Vice President & Chief Legal Officer

Donald M. McGowan, Jr.

Senior Vice President Retail Segment

Pattysue Rauh, CPA, CIC

Senior Vice President & Chief Audit Officer

Mary G. Raveling, CPCU

Senior Vice President Retail Segment

Paul F. Rogers

Senior Vice President Retail Segment

H. Vaughn Stoll

Senior Vice President & Director of Acquisitions

Board of Directors

J. Hyatt Brown, CPCU, CLU Chairman, Brown & Brown, Inc.

Hugh M. Brown* Founder and Former President & Chief Executive Officer, BAMSI, Inc.

James C. Hays Vice Chairman, Brown & Brown, Inc.

Paul J. Krump Former Vice Chairman, Global Underwriting & Claims, Chubb Limited

H. Palmer Proctor, Jr.** Chief Executive Officer/Director, Ameris Bancorp & Chief Executive Officer, Ameris Bank

J. Powell Brown, CPCU President & Chief Executive Officer, Brown & Brown, Inc.

Theodore J. Hoepner Former Vice Chairman, SunTrust Bank Holding Company

Timothy R. M. Main Head of Investment Banking EMEA, Barclays Plc

Wendell S. Reilly Managing Partner, Grapevine Partners, LLC

* Mr. Hugh Brown is a director emeritus of the Company.

** Lead Independent Director

Lawrence L. Gellerstedt III Former Chairman of the Board & CEO, Cousins Properties Incorporated

James S. Hunt Former Executive Vice President & Chief Financial Officer, Walt Disney Parks & Resorts Worldwide

Bronislaw E. Masojada Former Chief Executive Officer, Hiscox Group

Toni Jennings Chairman, Jack Jennings & Sons; Former Lieutenant Governor, State of Florida

Jaymin B. Patel Executive Chairman, Perennial Climate Inc.

Kathleen A. Savio Former Chief Transformation Officer, Zurich Insurance Group

Chilton D. Varner, Esq. Senior Counsel, King & Spalding LLP

FOCUSED ON FOREVER

Brown & Brown is A Forever Company, and we are passionate about positively impacting the well-being of our society. We are focused on the success of our teammates, customers, carrier partners and communities—now and in the future.

Teammate Recruitment, Education & Development

Our ability to continue serving our customers and communities depends on effectively recruiting and developing the most qualified teammates with diverse backgrounds, knowledge and experiences. We believe in supporting and encouraging continued education for our teammates, helping to ensure that our Company remains at the forefront of developing trends in an ever-changing industry. We are committed to investing in our teammates’ education and development by:

• Providing opportunities for involvement in our Diversity, Inclusion & Belonging initiatives.

• Helping expand teammate networks through our Peer Partnership Program

• Offering benefits through our Education Assistance Program.

• Hosting Small Bites video sessions focusing on a wide range of business and personal interest topics.

• Offering on-demand courses within our learning and development platform, BBU.

CULTURE OF CARING

Since our beginning, we have believed that a commitment to giving back positively impacts our teammates, helps enrich our communities and builds a better organization.

BROWN & BROWN DISASTER RELIEF FOUNDATION

In 2023, the foundation provided financial support to 23 beneficiaries, including Brown & Brown teammates.

Diversity, Inclusion & Belonging

Over the last few years, we have made significant investments to build a strong foundation for our Diversity, Inclusion & Belonging initiatives. These include company-wide leadership training, multi-faceted teammate engagement and a range of talent-related initiatives—all designed to bring our motto, The Power to Be Yourself, to life.

Teammate Total Well-Being

At Brown & Brown, our priority has always been our teammates’ total well-being, including their physical, emotional, social and financial health and wellness. We believe that happy, healthy teammates provide better support to their families, customers and communities, which results in the shared success of our teams and our Company.

PEOPLE & HUMAN CAPITAL MANAGEMENT

People, performance, service and innovation are the cornerstones of our organization’s guiding principles. We believe the knowledge and experience our teammates possess allows us to remain successful as a company.

SOLICITING FEEDBACK

92% of our teammates say Brown & Brown, Inc. is a Great Place to Work®.

ENVIRONMENT

We are committed to sustainability, minimizing our waste footprint and helping improve our environment. We continuously search for new and innovative ways to support our teammates, help our customers, serve our communities and contribute to the world around us.

HEALTH & SAFETY

The Company had zero work-related fatalities and 27 injuries or occupational diseases.*

International Working Group

As we continue to expand our global presence, we recognize the importance of aligning our environmental, social and governance (ESG) efforts globally. As a result, we established an International Working Group in 2023, which includes 12 leaders from our international offices. The working group provides valuable input into our ESG initiatives, and ensures a local focus, which enhances sustainability efforts and ensures effective implementation around the world.

DATA SECURITY

We are committed to continuously investing in technology security initiatives, information technology policies and resources, and aligning with our regulatory environment by delivering regular teammate training to help mitigate the risk of improper access to private information.

TRAINING & DEVELOPMENT

Our teammates completed 122K+ hours of training through BBU, our learning and development platform.

* As determined based on the number of claims made under our workers’ compensation policy for our U.S.-based offices, excluding claims that were closed and for which no payment was made.

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 forwardlooking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this Annual Report and the reports, statements, information and announcements incorporated by reference into this report are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forwardlooking 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 “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, 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.

Management’sDiscussion andAnalysisof

FinancialCondition andResults of Operations

General CompanyOverview

Thefollowing discussion should be read in conjunction with ourConsolidated FinancialStatementsand therelated Notes to thoseFinancial Statementsincludedelsewhere in this Annual Report,which arepreparedinaccordancewithaccounting principles generally accepted in theUnitedStatesofAmerica ("GAAP").Inaddition,see “Information RegardingNon-GAAP FinancialMeasures” belowregardingimportant informationonnon-GAAPfinancialmeasures contained in ourdiscussion andanalysis.

We area diversifiedinsurance agency, wholesalebrokerage,insurance programs andservicesorganizationheadquartered in DaytonaBeach,Florida.Asaninsurance intermediary, ourprincipal sourcesofrevenue arecommissions paid by insurancecompaniesand, to alesserextent, fees paid directly by customers. Commission revenuesgenerally represent a percentage of thepremium paid by an insuredand areaffectedbyfluctuationsinbothpremium rate levels chargedby insurancecompaniesand theinsureds’underlying “insurableexposureunits,” whichare units that insurancecompanies usetomeasureorexpress insuranceexposed to risk (suchaspropertyvalues, salesorpayroll levels)todetermine what premiumtochargethe insured. Insurancecompanies establishthese premiumrates based upon many factors, including lossexperience, risk profileand reinsurancerates paid by such insurancecompanies,noneofwhich we control. We also participate in capitalized captive insurancefacilities(the"Captives") forthe purposeofhavingadditional capacity to place coverage,drive additional revenues and to participateinunderwritingresults.The Captives focusonpropertyinsurancefor earthquake and wind exposedpropertiesunderwrittenbycertain of ourMGUsand limit theCompany's exposure to claims expenses throughreinsurance or by only participatingincertain tranchesofthe underwriting.

We have increasedrevenues everyyearfrom1993to2023, with theexception of 2009,whenour revenues declined 1.0% Ourrevenues grew from $95.6millionin1993to$4.3billionin2023, reflecting acompoundannualgrowthrateof13.5%.In thesame30-year period,weincreasednet income from $8.1 millionto$870.5millionin2023, a16.9% compound annual growth rate.

Thevolumeofbusinessfromnew andexistingcustomers,fluctuationsininsurableexposureunits,changes in premiumrate levels,changes in generaleconomicand competitiveconditions, areductionofpurchased limits or theoccurrenceof catastrophic weathereventsall affect ourrevenues. Forexample,higherlevelsofinflation,anincreasethe valueof insurableexposureunits,ora generaldecline in economic activity,could increaseordecreasethe valueofinsurable exposure units.Conversely, increasing costsoflitigationsettlementsand awards couldcause some customerstoseek higher levels of insurancecoverage.Historically, we have grownour revenues as aresultofour focusonnet newbusiness and acquisitions.Wefostera strong,decentralized salesand serviceculture,which enables responsivenesstochanging business conditionsand drives accountabilityfor results.

Theterm“core commissionsand fees”excludes profit-sharing contingent commissions, andtherefore representsthe revenues earned directly from specific insurancepoliciessold, andspecificfee-based services rendered.The net changein core commissions and fees reflects theaggregate changes attributableto: (i)net newand lost accounts;(ii)net changes in ourcustomers’exposureunits,deductiblesorinsured limits;(iii) net changes in insurancepremium ratesorthe commission rate paid to us by ourcarrier partners;(iv)the netchangeinfeespaidtousbyour customers; and(v) any businesses acquired or disposed of.

We also earn profit-sharing contingent commissions, whichare commissionsbased primarilyonunderwritingresults,but in select situations mayreflect additional considerations forvolume, growth and/or retention. Thesecommissions, whichare included in ourcommissions and fees in theConsolidated Statements of Income,are estimatedand accrued throughout the year basedonactualpremiumswritten and knowledge, to theextentitisavailable, of losses incurred. Paymentsare primarilyreceivedinthe firstand second quarters of each subsequent year,based upon theaforementioned considerations forthe prioryear(s), but maydifferfromthe amount estimatedand accrued due to thelackofcompletelossinformation until paid.Overthe last three years, profit-sharing contingent commissionshaveaveragedapproximately 3.3% of commissionsand fees revenue

Feerevenues primarily relate to services otherthansecuringcoveragefor ourcustomers,and forfees negotiatedinlieuof commissions. Feerevenues are generatedby: (i)our Services segment, whichisprimarily afee-based businessthat provides insurance-relatedservices, including third-partyclaimsadministrationand comprehensivemedical utilization management services in both theworkers’compensationand all-lines liability arenas,aswellasMedicare Set-aside services,SocialSecurity disability and Medicare benefits advocacyservices, andclaimsadjusting services;(ii) ourNational Programs and Wholesale Brokeragesegments, whichearnfees primarilyfor theissuanceofinsurance policies on behalfof insurancecompanies; and (iii) ourRetailsegment in ourlarge-account customer base, whereweprimarily earnfees for securing insurancefor ourcustomers,and in ourautomobiledealer services (“F&I”)businesseswhere we earn fees for assistingour customerswithcreatingand sellingwarrantyand serviceriskmanagement programs.Fee revenues as a

percentage of ourtotal commissionsand fees,represented 23.9%in2023and 25.8%in2022.

Forthe year ended December 31,2023, ourcommissions andfees growth rate was17.9% andour consolidated Organic Revenue growth rate was10.2%

Historically,investmentincomehas consistedprimarily of interest earningsonoperating cash andwhere permitted, on premiums andadvance premiums collectedand held in afiduciary capacity before being remitted to insurancecompanies

Ourpolicyasitrelates to theCompany’s capitalistoinvestavailable funds in high-quality, short-term money-market funds and fixedincomeinvestment securities.Investment income also includes gainsand losses realized from thesaleof investments. Otherincomeprimarily reflects othermiscellaneous revenues.

Income beforeincometaxes forthe year ended December 31,2023increased by $270.0 million, or 30.8%over2022, driven by net newbusiness, growth from existing customers, acquisitions we completedinthe last 12 months andan increaseinthe (gain)/lossondisposalprimarily associated with thedivestitureofcertain businesseswithinthe Services segment during thefourthquarterof2023, whichwerepartially offset by incrementaloperating costs, increased amortization expenseasa result of acquisitions,along with higher interest expenseassociatedwithanincreaseinthe referencerateassociatedwiththe portion of ourdebtthatcarries afloatingrate, andanincreaseinthe change in estimatedacquisition earn-out payables

InformationRegarding Non-GAAP FinancialMeasures

In thediscussionand analysis of ourresultsofoperations, in addition to reportingfinancial resultsinaccordancewith generallyaccepted accountingprinciples(“GAAP”), we providereferences to thefollowing non-GAAP financial measures as defined in Regulation Gofthe SECrules:Total Revenues- Adjusted, OrganicRevenue,EBITDAC,EBITDAC Margin, EBITDAC- Adjusted andEBITDAC Margin -Adjusted. We presentthese measures becausewebelieve such informationis of interest to theinvestmentcommunity and becausewebelieve it provides additional meaningful methodstoevaluatethe Company’s operatingperformance from period to period on abasis that maynot be otherwiseapparentona GAAP basis duetothe impact of certainitems that have ahighdegreeofvariability, that we believeare notindicative of ongoing performanceand that arenot easily comparablefromperiodtoperiod. This non-GAAP financialinformation should be considered in addition to,not in lieu of,the Company’s consolidated income statements andbalance sheetsasofthe relevant date. Consistent with Regulation G, adescription of such informationisprovided belowand tabular reconciliations of this supplemental non-GAAP financial informationtoour most comparableGAAPinformation arecontained in this Annual Report under “Results of Operations- Segment Information.

We view OrganicRevenueand OrganicRevenue growth as important indicators when assessingand evaluatingour performanceona consolidatedbasis and foreachofour four segments,becausetheyallowustodetermine acomparable, butnon-GAAP, measurementofrevenuegrowththatisassociatedwiththe revenuesources that were apartofour businessinboththe current and prioryearand that areexpectedtocontinue in thefuture. We also view TotalRevenuesAdjusted,EBITDAC,EBITDAC -Adjusted, EBITDACMarginand EBITDACMargin- Adjusted as important indicators when assessingand evaluatingour performance,astheypresent more comparablemeasurementsofour operatingmargins in a meaningful and consistent manner.Asdisclosed in ourmostrecentproxy statement, we useOrganic Revenue growth,and EBITDACMargin- Adjusted as keyperformance metricsfor ourshort-termand long-termincentive compensationplans for executiveofficersand otherkey employees.

Non-GAAP RevenueMeasures

Total Revenues- Adjusted is ourtotal revenues,excluding ForeignCurrencyTranslation (asdefined below). OrganicRevenue is ourcorecommissions and fees less: (i)the core commissions andfeesearnedfor thefirst 12 months by newlyacquiredoperations; (ii) divested business(core commissionsand fees generated from offices, booksofbusinessor niches sold or terminated during thecomparableperiod);and (iii)Foreign Currency Translation(as definedbelow). Theterm “corecommissions andfees”excludes profit-sharing contingent commissionsand thereforerepresentsthe revenues earned directly from specific insurancepoliciessoldand specific fee-based services rendered. OrganicRevenuecan be expressed as adollaramountora percentageratewhendescribingOrganic Revenue growth.

Non-GAAP Earnings Measures

• EBITDAC is definedasincomebeforeinterest, income taxes, depreciation,amortizationand thechangeinestimated acquisitionearn-outpayables.

• EBITDACMargin is defined as EBITDACdivided by totalrevenues.

• EBITDAC- Adjusted is definedasEBITDAC,excluding (i)(gain)/loss on disposal,(ii)Acquisition/Integration Costs(as defined below),(iii) for2023, the1Q23NonrecurringCost(as defined below)and (iv) ForeignCurrencyTranslation (asdefined below).

• EBITDACMargin- Adjusted is definedasEBITDAC -Adjusteddivided by TotalRevenues- Adjusted.

DefinitionsRelatedtoCertain

Components of Non-GAAP Measures

• “Acquisition/Integration Costs” means theacquisition and integrationcosts (e.g., costsassociatedwithregulatory filings,legal/accountingservices, duediligence and thecosts of integratingour informationtechnologysystems) arisingout of ouracquisitionsofGRP (Jersey) Holdco Limitedand itsbusiness("GRP"),OrchidUnderwriters Agency andCrossCoverInsurance Services ("Orchid"),and BdBLimited companies ("BdB"), whichare notconsidered to be normal,recurring or part of theongoing operations.

• “ForeignCurrencyTranslation” meansthe period-over-period impact of foreigncurrencytranslation,which is calculatedbyapplyingcurrent-yearforeign exchangerates to thevarious functional currencies in ourbusinessto ourreporting currency of U.S. dollarsfor thesameperiodinthe prioryear.

• “1Q23 Nonrecurring Cost” means approximately$11.0 millionexpensedand substantiallypaidinthe firstquarter of 2023 to resolvea businessmatter, whichisnot considered to be normal,recurring or part of theongoing operations. Ourindustry peersmay providesimilar supplementalnon-GAAPinformation with respecttoone or more of these measures,althoughtheymay notuse thesameorcomparableterminology and maynot make identicaladjustmentsand, therefore,comparabilitymay be limited. This supplemental non-GAAP financialinformation should be considered in addition to,and notinlieuof, theCompany's Consolidated FinancialStatements.

Acquisitions

Partofour businessstrategy is to attract high-qualityinsurance intermediariesand serviceorganizations to join our operations.From1993through thefourthquarterof2023, we acquired 644insurance intermediaryoperations.

Critical Accounting Policies

OurConsolidated FinancialStatementsare prepared in accordancewithGAAP. Thepreparation of thesefinancial statements requires us to make estimatesand judgmentsthataffectthe reported amountsofassets, liabilities, revenues andexpenses.Wecontinually evaluateour estimates, whichare basedupona combinationofhistoricalexperienceand assumptionsthatwebelieve to be reasonable under thecircumstances.These estimatesformthe basis forour judgments about therecognition of revenues,expenses, carryingvalues of ourassetsand liabilities,ofwhich values arenot readily apparent from othersources.Actual resultsmay differ from theseestimates.

We believe that of oursignificant accounting and reporting policies,the more critical policiesinclude ouraccountingfor revenue recognition, businesscombinationsand purchase priceallocations,intangibleasset impairments, non-cash stockbasedcompensationand reserves forlitigation. In particular,the accountingfor theseareas is subjecttouncertainty because it requires significantuse of judgment to be made by management.Different assumptionsinthe applicationof thesepoliciescould result in material changesinour consolidated financialpositionorconsolidated resultsofoperations.

RevenueRecognition

Themajorityofour revenue is commissionsderived from ourperformance as agents andbrokers,actingonbehalfof insurancecarrierstosellproducts to customersthatare seekingtotransferrisk, andconversely, acting on behalf of those customersinnegotiating with insurancecarriersseeking to acquireriskinexchangefor premiums.Inthe majority of these arrangements, ourperformance obligationiscompleteuponthe effectivedateofthe bound policy, as such,thatiswhen theassociated revenue is recognized. In some arrangements,where we arecompensated throughcommissions,wealso performother services forour customer beyond bindingofcoverage. In thosearrangements we apportion thecommission between binding of coverage andother services basedontheir relative fair valueand recognizethe associated revenue as thoseperformance obligationsare satisfied. Wherethe Company’sperformanceobligations have been completed, butthe final amount of compensation is unknown due to variable factors, we estimate theamountofsuchcompensation. We refine thoseestimates upon ourreceipt of additional informationorfinal settlement,whichever occurs first.

To alesserextent, theCompany earns revenues in theformoffees.Likecommissions, fees paid to us in lieuof commission,are recognized uponthe effectivedateofthe bound policy.Whenweare paid afee forservice,however,the associated revenueisrecognizedovera period of time that coincideswithwhenthe customer simultaneously receives and consumes thebenefit of ourwork, whichcharacterizes most of ourclaimsprocessingarrangementsand variousservices performedinour property and casualty,and employeebenefitspractices.Other fees aretypically recognized upon the completion of thedeliveryofthe agreed-uponservicestothe customer.

To amuchlesserextent, theCompany earns revenues in theformofnet retained earnedpremiumsinconnection with the Captives. Thesepremiumsare reported netofthe cededpremiumsfor reinsuranceand recognized evenly over the associated policyperiods

Management determinesa policycancellationreserve based upon historical cancellation experience adjustedin accordancewithknown circumstances

SeeNote2 to ourConsolidatedFinancialStatementsfor additional informationregarding thenatureand timing of our revenues

Business Combinations andPurchasePrice Allocations

We have acquired significant intangible assets throughacquisitionsofbusinesses. Theseassetsgenerally consistof purchasedcustomeraccounts, non-competeagreements,and theexcessofpurchasepricesoverthe fair valueof identifiablenet assets acquired (goodwill).The determinationofestimated useful livesand theallocationofpurchaseprice to intangible assets requires significantjudgment andaffects theamount of future amortization andpossibleimpairment charges.

In connection with acquisitions,werecordthe estimatedvalue of thenet tangible assets purchasedand thevalue of the identifiable intangible assets purchased, whichtypically consistofpurchased customer accounts andnon-compete agreements.Purchased customer accountsinclude theright to representinsuredsorclaimantssupported by thephysical recordsand filesobtainedfromacquiredbusinessesthatcontain informationabout insurancepolicies, customersand other matters essentialtopolicyrenewals of deliveryofservices. Theirvalue primarilyrepresentsthe presentvalue of the underlyingnet cash flowsexpectedtobereceivedoverthe estimatedfuturedurationofthe acquired customer relationships. Thevaluationofpurchased customer accountsinvolvessignificant estimatesand assumptionsconcerning matterssuchascancellationfrequency,expenses and discount rates. Anychangeinthese assumptionscould affect the carrying valueofpurchased customer accounts. Non-competeagreements arevalued based upon theirdurationand any uniquefeaturesofthe particular agreements.Purchased customer accountsand non-competeagreements areamortized on astraight-line basis over therelated estimatedlives and contract periods, whichtypically rangefrom3 to 15 years. The excess of thepurchaseprice of an acquisitionoverthe fair valueofthe identifiabletangibleand intangible assets is assigned to goodwill and is notamortized

Therecorded purchase prices forall acquisitions includeanestimationofthe fair valueofliabilities associated with any potentialearn-outprovisions, whereanearn-outispartofthe negotiatedtransaction.Subsequent changes in thefairvalue of earn-out obligationsare recorded in theConsolidated StatementofIncomeasa result of updated expectations forthe performanceofthe associated business.

Thefairvalue of earn-out obligations is baseduponthe presentvalue of theexpectedfuturepaymentstobemadetothe sellersofthe acquired businessesinaccordancewiththe provisions containedinthe respective purchase agreements. In determining fair value, theacquiredbusiness’sfutureperformance is estimatedusing financialprojections developedby management forthe acquired business,and this estimate reflects market participantassumptions regardingrevenue growth and/orprofitability.The expected future payments areestimated basedonthe earn-outformula and performance targetsspecified in each purchase agreementcomparedtothe associated financialprojections.These estimatesare then discounted to apresent valueusing arisk-adjusted rate that takesintoconsiderationthe likelihood that theforecastearnoutpaymentswill be made.

Intangible Assets Impairment

Goodwill is subjecttoatleast an annual assessment forimpairment, measured by afair-value-based test.Amortizable intangible assets areamortized over theirusefullives andare subjecttoanimpairmentreviewbased upon an estimate of theundiscounted futurecashflows resultingfromthe useofthe assets.Todetermine if thereispotential impairment of goodwill,wecompare the fair valueofeachreporting unit with itscarryingvalue.The Companymay electtofirst performa qualitative assessment to determinewhether it is more likelythannot that areporting unitisimpaired. If theCompany does notperforma qualitativeassessment, or as aresultofthe qualitativeassessment, it is notdetermined that thefairvalue of thereporting unitmorelikely than notexceedsthe carrying amount,the Companywillcalculate thefairvalue of the reportingunitfor comparison againstthe carrying value. If thefairvalue of thereporting unit is less than itscarryingvalue, an impairment loss wouldbe recorded to theextentthatthe fair valueofthe goodwill within thereporting unitislessthan itscarryingvalue.Fairvalue is estimatedbaseduponmultiples of earnings,orona discounted cash flow basis.

Management assesses therecoverabilityofour goodwill and ouramortizable intangiblesand otherlong-lived assets annuallyand whenevereventsorchanges in circumstancesindicatethatthe carryingvalue of such assets maynot be recoverable. Anyofthe followingfactors,ifpresent,may triggeranimpairmentreview: (i)a significantunderperformance relative to historical or projectedfutureoperatingresults,(ii)a significant negative industry or economic trend, and (iii) a significant declineinour market capitalization.Ifthe recoverability of theseassetsisunlikely becauseofthe existenceof oneormoreofthe above-referencedfactors,animpairment analysis is performed. Management must make assumptions regardingestimated future cash flowsand otherfactors to determinethe fair valueofthese assets.Ifthese estimatesor relatedassumptions changeinthe future,wemay be required to revise theassessment and, if appropriate, record an impairment charge.Wecompleted ourmostrecentevaluationofimpairmentfor goodwill as of November 30,2023and determined that thefairvalue of goodwill exceeded thecarryingvalue of such assets.Additionally,there have been no impairmentsrecordedfor amortizableintangible assets forthe yearsendedDecember31, 2023 and 2022.

Non-Cash Stock-BasedCompensation

We grantnon-vestedstock awards to ouremployees,withthe relatedcompensationexpenserecognizedinthe financial statementsoverthe associated serviceperiodbased upon thegrant-datefairvalue of thoseawards, subjecttoany performancemodification. During theperformance measurement period,wereviewthe probableoutcome of the performanceconditionsassociatedwithour performanceawardsquarterly andadjustthe expenserecognition accruals

with theexpectedperformance outcome.

During thefirst quarterof2022, theperformance conditions forapproximately 1.3million shares of theCompany’s common stockgranted underthe Company’s 2010 SIPand approximately22,000sharesofthe Company’scommonstock granted underthe Company’s2019SIP were determined by theCompensationCommittee to have been satisfiedrelativetothe performance-basedgrantsissued in 2019 and 2021.

Thesegrantshad aperformance measurement period that concludedonDecember31, 2021.The vestingcondition for thesegrantsrequirescontinuousemploymentfor aperiodofuptofive yearsfromthe 2019 grantdateand four yearsfrom the2021grant dateinorder forthe awardedsharestobecomefully vested andnonforfeitable. As aresultofthe awarding of theseshares, thegranteeswillbeeligibletoreceive payments of dividendsand exercise voting privileges.The awarded shares will be includedasissued and outstandingcommonstock shares and included in thecalculation of basicand diluted net income pershare

During thefirst quarterof2023, theperformance conditions forapproximately 970,000 shares of theCompany’s common stockgranted underthe under theCompany’s 2019SIP were determined by theCompensationCommittee to have been satisfiedrelativetothe performance-based grantsissuedin2020and 2022.These grantshad aperformance measurement period that concludedonDecember31, 2022.The vestingcondition forthese grantsrequirescontinuous employment fora period of up to five yearsfromthe 2020 grant date and four yearsfromthe 2022 grant date in orderfor theawarded sharestobecomefully vested and nonforfeitable. As aresultofthe awarding of theseshares,the grantees will be eligible to receivepaymentsofdividendsand exercise voting privileges. Theawarded shares will be included as issued and outstandingcommonstock sharesand included in thecalculation of basicand dilutednet income pershare.

During thefirst quarterof2024, theperformance conditions forapproximately 1,200,000sharesofthe Company’scommon stockgranted under theunder theCompany’s 2019SIP were determined by theCompensationCommittee to have been satisfiedrelativetothe performance-basedgrantsissued in 2021and 2023.These grantshad aperformance measurement period that concludedonDecember31, 2023. Thevesting conditionfor thesegrantsrequirescontinuous employment fora period of up to five yearsfromthe 2021 grant date and four yearsfromthe 2023 grantdateinorder forthe awardedshares to becomefully vested andnonforfeitable. As aresultofthe awarding of theseshares, thegranteeswillbeeligibleto receivepaymentsofdividends andexercisevotingprivileges. Theawarded shares will be included as issued and outstanding common stocksharesand included in thecalculation of basic and dilutednet income pershare

Litigationand Claims

We aresubjecttonumerouslitigationclaimsthatarise in theordinarycourseofbusiness. If it is probablethata liability has beenincurredatthe date of thefinancialstatementsand theamountofthe loss is estimable, an accrual forthe coststo resolvethese claims is recorded in accruedexpenses in theaccompanyingConsolidated FinancialStatements. Professional fees relatedtothese claims areincludedinother operatingexpensesinthe accompanying Consolidated StatementofIncomeasincurred. Management,withthe assistanceofin-houseand outsidecounsel,determineswhether it is probablethata liabilityhas been incurredand estimatesthe amount of loss based upon analysis of individualissues.New developmentsorchanges in settlement strategy in dealingwiththese mattersmay significantly affect therequiredreserves andaffectour netincome.

RESULTS OF OPERATIONS FORTHE YEARSENDED DECEMBER 31,2023AND 2022

Thefollowing discussion and analysis regardingresults of operations andliquidity andcapital resourcesshouldbe considered in conjunction with theaccompanyingConsolidated FinancialStatementsand relatedNotes.For acomparison of ourresults of operations and liquidityand capitalresources forthe yearsended December 31,2022and 2021,see PartII, Item 7ofour Annual Report on Form 10-K filedwiththe Securities and Exchange Commission on February27, 2023

Financialinformation relating to ourConsolidatedFinancialResults is as follows:

NMF= Nota meaningful figure

Commissionsand Fees

Commissionsand fees,including profit-sharingcontingentcommissions andearnedpremiumsfor 2023,increased $636.2 millionto$4,199.4million,or17.9% over 2022.Corecommissionsand fees in 2023 increased$595.0million, composed of (i)$351.1millionofnet new andrenewal business, whichreflectsanOrganic Revenue growth rate of 10.2%; (ii) $285.0 millionfromacquisitionsthathad no comparablerevenuesinthe same period of 2022;(iii)anincreasefromthe impact from ForeignCurrencyTranslation of $9.9 million;and (iv) an offsetting decrease of $51.0millionrelated to commissions and fees revenue from businessdivestedinthe preceding12months. Profit-sharing contingent commissionsfor 2023 increasedby$41.2 million, or 46.4%, compared to thesameperiodin2022. This increasewas theresultofrecent acquisitions andqualifyingfor certainprofit-sharingcontingent commissionsin2023thatwedid notqualify forinthe prior year,partially due to aquieterhurricane season in 2023 as compared to 2022

Investment Income

Investment income for2023was $52.4million, compared with $6.5 millionin2022. Theincreasewas primarily driven by higher averageinterestrates comparedto2022.

OtherIncome, Net

Otherincomefor 2023 was$5.3million, compared with $3.7 million in 2022.Other income consists primarily of miscellaneous income and thereforecan fluctuatebetween comparableperiods

Employee Compensation andBenefits

Employee compensation andbenefits expenseasa percentage of totalrevenues was51.4% forthe year ended December 31,2023ascomparedto50.8% forthe year ended December 31,2022,and increased20.3%,or$369.7million.This increase included$158.8million of compensationcosts relatedtostand-alone acquisitions that hadnocomparablecosts in thesameperiodof2022. Therefore, employee compensation and benefitsexpense attributabletothose officesthat existedinthe same time periodsof2023and 2022increased by $210.9 millionor12.3%.Thisunderlyingemployee compensationand benefitsexpense increasewas primarily relatedto: (i)anincreaseinstaff salaries andbonuses attributabletonew hires; (ii) an increase in producer compensation associated with revenue growth;(iii)anincreaseinnoncash stock-based compensation drivenbythe strong financialperformance of theCompany and (iv) theyear-over-year increaseofapproximately $46.5million in thevalue of deferred compensation liabilitiesdrivenbychanges in themarket prices of ouremployees'investmentelections associated with ourdeferredcompensationplan, with such amount substantially offset within otheroperating expenses as we hold assets to fund theseliabilities that closelymatch the investment electionsofour employees.

OtherOperating Expenses

Otheroperating expensesrepresented15.3% of totalrevenuesfor 2023 as compared to 16.7%for theyearended December 31,2022. Otheroperating expensesfor 2023 increased $53.1million,or8.9%, from thesameperiodof2022. Thenet increase included: (i)$54.3 millionofother operatingexpensesrelated to stand-alone acquisitions that hadno comparablecosts in thesameperiodof2022; (ii) expenses of approximately$11.0 milliontoresolve abusinessmatter duringthe firstquarter of 2023 whichisnot considered to be normal,recurring or part of theongoing operations;(iii) increasedvariabletraveland entertainment costs, offset by (iv) theyear-over-year increaseofapproximately $46.5million in thevalue of assets held to fund theassociated liabilities within ourdeferredcompensationplan, whichwas substantially offset within employee compensation and benefits as notedabove,and (v)prior year expenses of approximately$11.5 millionrecorded within ourCaptivesasa result of theestimated insuredpropertyclaimsassociatedwithHurricane Ian.

Gain or Loss on Disposal

TheCompany recognized netgains on disposalsof$143.3million in 2023 and$4.5millionin2022. Thegains on disposal were due to activity associated with salesofbusinessesorbookofbusiness. Although we do notroutinelysellbusinesses or customer accounts, we periodically sell an office or abookofbusiness(oneormorecustomeraccounts) that we believe does notproduce reasonablemargins or demonstratea potentialfor growth,orbecausedoing so is in theCompany’s best interest.in2023werecordeda gain on disposal of $134.6 millioninour Services segmentassociated with thesaleof certainthird-party claims administration and adjustingservicesbusinessesinthe fourth quarterof2023.

Amortization

Amortization expensefor 2023 increased$19.4 millionto$166.0million,or13.2% over 2022.Thisincreasereflectsthe amortization of newintangibles from businessesacquiredwithinthe past 12 months,net of certainintangibleassets becomingfully amortizedorwritten offinthe gain or loss on disposal.

Depreciation

Depreciation expensefor 2023 increased$0.8million to $40.0million,or2.0%over2022.Changes in depreciation expensereflect netadditionsoffixed assetsresulting from businessesacquiredinthe past 12 months andthe addition of fixedassetsresulting from businessinitiatives,net of theimpactoffixed assets that became fullydepreciated or writtenoff in thegainorlossondisposal.

Interest Expense

Interest expensefor 2023 increased $48.8millionto$190.0million, or 34.6%, from 2022.The increaseisdue to higher averagedebt balances resultingfromdebtissuanceand bankfinancinginthe firstquarter of 2022 to fund theacquisitions of Orchid,GRP,and BdB, as well as increasesinthe floating-ratebenchmark associated with ouradjustable-rate debt.

Change in EstimatedAcquisition Earn-Out Payables

AccountingStandards Codification (“ASC”)Topic 805-Business Combinations is theauthoritative guidancerequiring an acquirer to recognize100%ofthe fair valueofacquiredassets, includinggoodwilland assumedliabilities (withonlylimited exceptions)uponinitially obtainingcontrol of an acquired entity.Additionally,the fair valueofcontingentconsideration arrangements(such as earn-outpurchaseprice arrangements)atthe acquisitiondatemustbeincluded in thepurchase priceconsideration. Therecordedpurchaseprice foracquisitionsincludesanestimationofthe fair valueofliabilities associated with any potentialearn-outprovisions. Subsequent changes in theseearn-outobligations arerequiredtobe recorded in theConsolidatedStatement of Income when incurred or reasonablyestimated.Estimations of potentialearnoutobligations are typicallybaseduponfutureearningsofthe acquired operations or entities,usually forperiods ranging from onetothree years.

Thenet charge or credittothe Consolidated Statements of Income forthe period is thecombination of thenet change in theestimated acquisitionearn-outpayablesliability, and theaccretion of thepresent valuediscount on thoseliabilities.

As of December 31,2023, thefairvaluesofthe estimatedacquisition earn-outpayables were reevaluatedand measured at fair valueona recurring basis usingunobservable inputs (Level 3) as defined in ASC820-FairValue Measurement.The resultingnet changes, as well as theinterestexpense accretiononthe estimatedacquisition earn-out payables,for the yearsended December 31,2023 and 2022 were as follows:

Forthe yearsended December 31,2023and 2022,the fair valueofestimated earn-out payables wasreevaluated and increasedby$14.1 millionfor 2023 and decreasedby$45.9 million for2022, whichare chargesand creditsrespectively, exclusiveofinterestexpense accretion, to theConsolidatedStatementsofIncomefor 2023and 2022

As of December 31,2023,the estimatedacquisition earn-out payables equaled$249.2million, of which$145.9millionwas recorded as accounts payableand $103.3 millionwas recorded as othernon-current liabilities. As of December 31,2022, theestimated acquisitionearn-outpayablesequaled $251.6 million, of which$119.3million wasrecordedasaccounts payableand $132.3 millionwas recorded asother non-current liabilities.

Income Taxes

Theeffective taxrateonincomefromoperationswas 24.0%in2023and 23.3%in2022.

RESULTS OF OPERATIONS —SEGMENT INFORMATION

As discussedinNote16“Segment Information” of theNotes to Consolidated FinancialStatements, we operatefour reportablesegments: Retail, National Programs,Wholesale Brokerageand Services.Ona segmentedbasis,changes in amortization,depreciationand interest expenses generally result from activity associated with acquisitions.Likewise, other income consists primarily of miscellaneousincomeand thereforecan fluctuatebetween comparableperiods.Assuch, in evaluatingthe operational efficiencyofa segment, management focusesonthe OrganicRevenue growth rate and EBITDACmargin.

Thereconciliationoftotal commissions and fees included in theConsolidated Statements of Income to OrganicRevenue, a non-GAAP financialmeasure,including by segment, andthe growth ratesfor OrganicRevenue forthe year ended December 31,2023are as follows:

(1)The Retail segmentincludescommissions andfeesreportedinthe “Other”columnofthe SegmentInformation tableinNote16ofthe Notestothe Consolidated FinancialStatements, whichincludescorporate andconsolidation items. Excludingthe amountsfromthe "Other"columnthe growth in commissionsand fees was17.0%

(2)A non-GAAP financialmeasure

Thereconciliationoftotal commissions and fees included in theConsolidatedStatementsofIncometoOrganicRevenue, a non-GAAP financial measure,including by segment, andthe growth ratesfor OrganicRevenue forthe year ended December 31,2022, by segment,are as follows:

(1)The Retail segmentincludescommissions andfeesreportedinthe “Other”columnofthe SegmentInformation tableinNote16ofthe Notestothe Consolidated FinancialStatements, whichincludescorporate andconsolidation items.

(2)A non-GAAP financialmeasure

ThereconciliationofTotal Revenues to TotalRevenues -Adjusted, anon-GAAPmeasure,incomebeforeincomes taxes, included in theConsolidated StatementofIncome, to EBITDAC, anon-GAAPmeasure, and EBITDAC- Adjusted,a nonGAAP measure, and Income Before Income TaxesMargintoEBITDAC Margin,a non-GAAP measure, and EBITDACMargin -Adjusted, anon-GAAPmeasure,including by segment, forthe year ended December 31,2023, is as follows:

NMF= Nota meaningful figure

ThereconciliationofTotal RevenuestoTotal Revenues -Adjusted, anon-GAAPmeasure,incomebeforeincomes taxes, included in theConsolidated StatementofIncome, to EBITDAC, anon-GAAPmeasure, andEBITDAC -Adjusted, anonGAAP measure, and Income Before Income TaxesMargintoEBITDAC Margin,a non-GAAP measure, and EBITDACMargin -Adjusted, anon-GAAPmeasure,including by segment, forthe year ended December 31,2022, is as follows:

NMF= Nota meaningful figure

Retail Segment

TheRetailsegment provides abroad rangeofinsuranceproductsand services to commercial,publicand quasi-public, professional andindividualinsured customers, and non-insurancerisk-mitigating products throughour automobile dealer services (“F&I”)businesses. Approximately78% of theRetailsegment’s commissionsand fees revenueiscommissionbased.

Financialinformation relating to ourRetailsegment forthe 12 months ended December 31,2023and 2022 is as follows:

(1)“Income Before Income TaxesMargin” is definedasincomebeforeincometaxes dividedbytotal revenues (2)A non-GAAP financialmeasure

NMF= Nota meaningful figure

TheRetailsegment’s totalrevenues in 2023 increased 17.1%, or $355.7 million, over 2022,to$2,440.0million. The$352.0 millionincreaseincorecommissions and fees wasdrivenbythe following: (i)approximately$203.5million relatedtothe core commissions and fees revenue from acquisitions that hadnocomparablerevenues in thesameperiodof2022; (ii) an increaseof$159.4millionrelated to netnew and renewalbusiness; (iii)anincreasefromthe impact of ForeignCurrency Translation of $8.8 million;and (iv) an offsetting decrease of $20.2million relatedtocommissions andfees recorded in 2022 from businessessince divested. Profit-sharing contingent commissionsin2023increased 2.3%,or$1.1million, over 2022,to$49.9.The Retail segment’stotal commissionsand fees increased 17.0%and theOrganic Revenue growth rate was7.9%for 2023.The OrganicRevenue growth rate wasdrivenbynet new businesswritten during thepreceding 12 months and growth on renewals of existing customers. Renewalbusinesswas impacted by rate increasesand changes in insurablevaluesinmostlines of businesswithcontinued increases in commercialpropertyand casualty,employee benefits, professional and excess liability partially offset by continued premiumratereductionsinworkers’compensation. This growth waspartially offset bya declineinrevenuewithinour F&Ibusinessesdue to theslowdowninautomobile and recreational vehicleindustries

Income before income taxesfor 2023 increased13.2%,or$61.7 million, over thesameperiodin2022, to $528.4 million. The primaryfactors drivingthisincreasewere: (i)the profit associated with thenet increase in revenueasdescribed above; (ii) the drivers of EBITDAC- Adjusted described below;(iii) thedecreaseinintercompanyinterestexpense;and partiallyoffset by (iv) an increaseinthe changeinestimated acquisitionearn-outpayables;and (v)depreciationgrowing faster than totalrevenues.

EBITDAC- Adjusted for2023increased15.7%,or$101.2million, from thesameperiodin2023, to $747.6 million. EBITDAC Margin -Adjustedfor 2023 decreasedto30.6% from 30.9%inthe same period in 2022.The decreaseinEBITDAC MarginAdjusted wasprimarily driven by (i)increasedvariableoperating expenses associated with travel andentertainment,(ii) higher compensation costs, whichweredrivenbyhiringmoreemployees to supportour currentand future growth,(iii) inflationand (iv) non-cashstock-based compensation

National Programs Segment

TheNationalProgramssegment manages over 60 programs supportedbyover100 well-capitalized carrierpartners. In most cases, theinsurancecarriersthatsupport theseprogramshavedelegated underwritingand,inmanyinstances,claimshandlingauthority to ourprogramsoperations. Theseprogramsare generallydistributed througha nationwide networkof independent agents andBrown &Brown retailagents, andoffer targeted products andservicesdesignedfor specific industries, trade groups,professions,public entities andmarketniches. This segmentalsooperatesour write-your-own flood insurancecarrier,WNFIC andparticipatesintwo Captives.WNFIC’s underwritingbusinessconsistsofpolicieswritten on behalfofand fullyceded to theNFIP, as well as excess floodpolicies, whichare fullyreinsured in theprivate market.The Captivesprovide additionalunderwriting capacity that enablegrowthincorecommissions andfees,and allowusto participateinunderwriting resultswithlimited exposure to claims expenses.The Companyhas traditionallyparticipatedin underwriting profitsthrough profit-sharing contingent commissions.These Captives give us anotherway to continue to participate in underwriting resultswhile limiting exposure to claims expenses.The Captives focusonpropertyinsurance for earthquakeand wind exposed properties underwrittenbycertain of ourMGUs. TheCaptiveslimit theCompany's exposure to claims expenses either throughreinsurance or by participatinginlimited tranchesofthe underwriting risk.

TheNational Programs segmentoperationscan be groupedintofivebroad categories:Professional Programs,Personal Lines Programs,CommercialPrograms, Public Entity-Related Programs and SpecialtyPrograms. Approximately76% of the National Programs segment’scommissions and fees revenue is commission based.

Financialinformation relating to ourNational Programs segment forthe 12 months endedDecember31, 2023 and2022isasfollows: (inmillions,exceptpercentages) 2023 %Change

REVENUES

(1)“Income Before Income TaxesMargin” is definedasincomebeforeincometaxes dividedbytotal revenues

(2)A non-GAAP financialmeasure

NMF= Nota meaningful figure

TheNationalProgramssegment’s totalrevenue for2023increased 25.3%, or $217.8 million, as compared to thesameperiodin2022, to $1,077.3 million. The$168.6million increase in core commissions andfeesrevenue wasdrivenby: (i)approximately $139.5 millionof netnew andrenewalbusiness; (ii) $47.1million from acquisitions that hadnocomparablerevenuesinthe same period of 2022;and (iii) an offsetting decrease of $18.0 millionrelated to commissionsand fees revenuefrombusinessdivestedinthe preceding12months.

Profit-sharing contingent commissionsin2023increased 136.2%,or$37.6 million, from 2022,to$65.2 whichwas primarily driven by lowerstorm activity in 2023,qualifying forcertain programs duetoimprovedunderwritingresults and to alesser extent favorablelossdevelopment associatedwithHurricane Ian. TheNationalProgramssegment’s growth rate fortotal commissionsand fees was24.0% and theOrganic Revenue growth rate was17.2% for2023. TheOrganic Revenue growth wasdrivenprimarily by strong newbusiness, good retentionand rate increases.

Income beforeincometaxes for2023increased 49.6%, or $134.4 million, from thesameperiodin2022, to $405.5 million. Income beforeincometaxes increaseddue to thedrivers of EBITDAC- Adjusted described below.Thiswas partially offset by increases in changeinestimatedacquisition earn-out payables,amortizationand intercompany interest expense.

EBITDAC- Adjusted for2023increased41.4%,or$142.8million,fromthe same period in 2022,to$488.0million. EBITDAC Margin -Adjustedfor 2023 increasedto45.3% from 40.2%. EBITDAC- Adjusted increased duetoleveragingour expense baseinconnectionwithstronggrowthofTotal Revenues- Adjusted, increased profit-sharing contingent commissionsand lowerclaimscosts in ourCaptives.

WholesaleBrokerage Segment

TheWholesale Brokeragesegment marketsand sellsexcessand surpluscommercialand personal lines insurance, primarilythrough independent agentsand brokers, includingBrown &Brown retail agents. Approximately86% of the WholesaleBrokerage segment’scommissionsand fees revenue is commission based.

Financialinformation relating to ourWholesale Brokeragesegment forthe 12 months ended December 31,2023and 2022 is as follows:

NMF= Nota meaningful figure

TheWholesale Brokeragesegment’s totalrevenuesfor 2023 increased 19.3%, or $87.3million,over2022,to$540.7 million. The$83.7 millionincreaseincorecommissions and fees wasdrivenbythe following:(i) $53.2million relatedtonet newand renewal business;and (ii) $34.4million relatedtocorecommissionsand fees revenue from acquisitions that had no comparablerevenues in thesameperiodof2022; and(iii) an increasefromthe impact of ForeignCurrencyTranslation of $1.1 millionand partially offset by (iv) adecreaseof$5.0million relatedtocommissions andfeesrecorded in 2022 from a businesssince divested. Profit-sharing contingent commissionsfor 2023increased $2.5 million compared to 2022,to$14.8 million, primarily drivenbyqualifyingfor certainprofit-sharingcontingentcommissions in 2023 that we didnot qualifyfor in theprior year and, to alesserextent, by acquired businessesinthe last year.The WholesaleBrokerage segment’s growth rate fortotal commissionsand fees was19.0%,and theOrganic Revenue growth rate was12.2% for2023. TheOrganic Revenue growth rate wasdrivenbystrongnew business, good retention, as well as rate increasesfor most linesof coverage,exceptfor professional liabilitywhich experiencedrates that were flat to down as compared to theprior year

Income beforeincometaxes for2023increased 6.9%,or$8.1million, over 2022,to$125.8million, primarily duetothe following:(i) thegrowthofEBITDAC -Adjusteddescribed below;(ii) alossinthe prioryear from abusinessthatwas divested; (iii)lower intercompany interest expense; and (iv) adecreaseinAcquisition/Integration Costs; partially offset by (v) an increaseinthe changeinestimatedacquisition earn-outpayables;and (vi) higher amortization expense.

EBITDAC- Adjusted for2023increased18.3%,or$26.7 million, from thesameperiodin2022, to $172.4 million. EBITDAC Margin -Adjustedfor 2023 decreasedto31.9% from 32.0%for thesameperiodin2022due to:(i) increased variable operatingexpenses,which were primarilytraveland meetingrelated,(ii)non-cashstock-based compensation,(iii) certain nonrecurring operatingexpenses, whichoffset(iv)goodorganic growth and(v) higher profit-sharing contingent commissions.

Services Segment

TheServicessegment provides insurance-related services,including third-partyclaimsadministrationand comprehensive medicalutilization management services in both theworkers’compensationand all-lines liabilityarenas. TheServices segment also provides Medicare Set-asideaccount services,SocialSecuritydisability and Medicare benefitsadvocacy services,and claims adjusting services.

Unlikethe othersegments, nearly allofthe Services segment’srevenue is generated from fees whichare notsignificantly affected by fluctuations in generalinsurance premiums.

In thefourth quarterof2023, theCompany announced and completedthe sale of certainthird-party claims administration and adjusting services businesseswithinthe Services segment. Thepre-tax gain on sale of thebusinesseswas $134.6 million. Theannual totalrevenues of thedisposedbusinesseswereapproximately$90 million, and theEBITDAC MarginAdjusted forthe disposed business wassimilar to theoverall EBITDACMargin- Adjusted forthe Services segmentin2023.

Financialinformation relating to ourServicessegment forthe 12 months ended December 31,2023and 2022 is as follows:

EXPENSES

TheServicessegment’s totalrevenues for2023decreased 5.1%,or$8.8million,from2022, to $163.1 million. The$8.8 milliondecreaseincorecommissions and fees,was driven by:(i) continued external factorsimpacting ourSocialSecurity disability andMedicarebenefits advocacyservicesand Medicare Set-asidebusinessesand (ii) thesaleofcertain third-party claims administrationand adjustingservicesbusinesses.

Income beforeincometaxes for2023increased 538.2%,or$129.7million,from2022, to $153.8 milliondue primarily to the gain on disposal associated with thesaleofcertain third-partyclaimsadministrationand adjustingservicesbusinessesand thedrivers of EBITDAC- Adjusted described below

EBITDAC- Adjusted for2023decreased17.9%,or$5.9million,fromthe same period in 2022,to$27.0 million. EBITDAC Margin -Adjustedfor 2023 decreased to 16.6%from19.1% in thesameperiodin2022. ThedecreaseinEBITDAC -Adjusted andEBITDAC Margin -Adjustedwas driven primarilybylower revenues

Other

As discussedinNote16ofthe NotestoConsolidated FinancialStatements, the“Other” column in theSegment Information tableincludes anyincomeand expensesnot allocatedtoreportablesegments, andcorporate-related items, includingthe intercompany interest expensecharges to reportingsegments.

LIQUIDITYAND CAPITALRESOURCES

TheCompany seekstomaintaina conservative balancesheet andstrongliquidity profile. Ourcapital requirements to operateasaninsurance intermediary arelow,and we have been abletogrowand invest in ourbusinessthrough a combinationofcashthathas beengeneratedfromoperations, thedisciplined useofdebtand theissuanceofequityas part of thepurchaseprice consideration to acquirecertain businesses. We have theabilitytoutilize ourRevolving Credit Facility,which as of December 31,2023providedcapacityfor up to $700.0 millioninadditional availablecash. We believe that we have access to additional funds, if needed, throughthe capitalmarkets or privateplacementstoobtainfurther debt financingunder thecurrent market conditions.The Companybelievesthatits existing cash,cashequivalents, short-term investment portfolioand fundsgeneratedfromoperations, together with thefundsavailableunder theRevolving Credit Facilityand theLoanAgreement (the “LoanAgreement"),willbesufficient to satisfyits normal liquidityneeds,including principalpaymentsonour long-termdebt,for thenext12monthsand thelongterm.

TheRevolving CreditFacilitycontainsanexpansionoptionfor up to an additional $500.0 millionofborrowing capacity, subjecttothe approval of participatinglenders

On March31, 2022,the Company entered into aLoanAgreementwhich provided term loan capacity of $800.0million. Additionally,the Company may, subjecttosatisfactionofcertain conditions, includingreceipt of additional term loan commitmentsbynew or existing lenders,increaseeitherTermLoanCommitmentunder theexistingLoanAgreementorthe term loansissued thereunderorissuenew tranchesoftermloans in an aggregateadditional amount of up to $400.0 million. Including theexpansionoptions under allexistingcreditagreements,the Companyhas access to up to $1,600.0 millionofincremental borrowingcapacityasofDecember31, 2023

Subsequent to December 31,2023, theCompany exerciseda draw down on theRevolving CreditFacilityfor $150.0 million forgeneralcorporatepurposes.

Ourcashand cash equivalentsof$700.3million at December 31,2023reflected an increase of $50.3million from the $650.0 millionbalanceatDecember 31,2022.During2023, $1,009.5 millionofcashwas generated from operating activities, representing an increaseof14.5%.Duringthisperiod, $630.7 million of cash wasusedfor newacquisitions, $118.8 millionwas used foracquisition earn-out payments,$68.9 million wasusedtopurchaseadditional fixedassets, $135.0 millionwas used forpayment of dividends, $0.1 millionwas used forshare repurchasesand $250.6 millionwas used to pay outstanding principalbalancesowedonlong-term debt

We hold approximately$204.3millionincashoutside of theU.S., whichwecurrently have no planstorepatriateinthe near future

Ourcashand cash equivalentsof$650.0million at December 31,2022reflected adecreaseof$43.3 million from the $693.2 millionbalanceatDecember 31,2021. During 2022,$881.4million of cash wasgenerated from operatingactivities, representinganincreaseof9.0%. During this period,$1,927.7million of cash wasusedfor newacquisitions, $106.3 million wasusedfor acquisitionearn-outpayments, $52.6millionwas used to purchase additional fixedassets, $119.5 millionwas used forpayment of dividends,$74.1 millionwas used forshare repurchasesand $61.3millionwas used to payoutstanding principalbalancesowedonlong-term debt

Ourratio of current assets to current liabilities(the“current ratio”)was 1.03 and1.09for December 31,2023and December 31,2022,respectively.

Contractual Cash Obligations

As of December 31,2023, ourcontractual cash obligations were as follows:

Payments DuebyPeriod

(1)Includes$11.4million of future leasecommitments expected to commence in 2024

(2)Includes$249.2million of currentand non-current estimatedearn-outpayables. Earn-out payables foracquisitionsnot denominatedinU.S.dollars are measured at thecurrent foreignexchangerate. Sixofthe estimatedacquisition earn-out payables assumedinconnectionwiththe acquisitionofGRP and Kentro CapitalLimited included provisions with no maximumpotential earn-out amount.The amount recorded forthese acquisitions as of December 31, 2023,is$4.7million. TheCompany deemsa significantincreasetothisamounttobeunlikely.

(3)Doesnot includeapproximately $37.0million of currentliabilityfor adividendof$0.1300 pershare approved by theboard of directorson January17, 2024 andpaidonFebruary14, 2024.

(4)Doesnot includeapproximately $121.0 millionreflected in accountspayable relatedtofederal income taxpaymentsdue to Hurricane Idalia taxrelief, which wasannounced by theInternalRevenue ServiceonAugust30, 2023.These deferred income taxpaymentswerepaidbythe deadline of February 15,2024.

Debt

Totaldebt at December 31,2023 was$3,795.6millionnet of unamortizeddiscount anddebtissuancecosts,which wasa decreaseof$146.5millioncomparedtoDecember31, 2022.The decreaseincludes: thescheduled principalpayments relatedtoour variousexistingfloating-rate debt term notesintotal of $250.6 million;offsetbythe amortization of discounted debt relatedtoour variousunsecuredSeniorNotes,and debt issuance cost amortization of $4.1 millionand the netincreaseof$100.0millionbalanceonthe RevolvingCreditFacility.

During the12monthsendedDecember31, 2023,the Company repaid $15.6million of principalrelated to theSecond Amended and Restated Credit Agreementtermloanthrough thequarterly scheduledprincipal payments. TheSecond Amendedand Restated Credit Agreementtermloanhad an outstandingbalance of $218.7 million as of December 31,2023. TheCompany's next scheduledprincipal paymentisdue March31, 2024 andisequal to $6.3 million.

During the12monthsendedDecember31, 2023,the Company repaid thefullbalance of $210.0 millionofprincipal related to theTermLoanCreditAgreementthrough quarterlyscheduled principalpaymentsand refinanced aportion of theloan on theRevolving Credit Facility.

During the12monthsended December 31,2023, theCompany repaid $25.0millionofprincipal relatedtothe Term Loans issued under theTermA-2 Loan Commitment (“Term A-2Loans”) throughquarterly scheduled principalpayments. The Term A-2Loans hadanoutstanding balanceof$456.2million as of December 31,2023. TheCompany’s next scheduled principalpayment is due March31, 2024 and is equalto$6.3million.

On October27, 2021, theCompany entered into an amended and restated credit agreement (the “SecondAmended and Restated CreditAgreement”) with thelendersnamed therein, JPMorgan ChaseBank, N.A. as administrativeagent,Bank of America, N.A.,TruistBankand BMOHarrisBank N.A. as co-syndication agents, and U.S. Bank National Association, Fifth ThirdBank,National Association, Wells FargoBank, National Association, PNCBank, NationalAssociation,MorganStanley Senior Funding,Inc.and Citizens Bank,N.A.asco-documentationagents. TheSecondAmendedand Restated Credit Agreement amended and restatedthe credit agreementdated April17, 2014,among certainofsuchparties,asamended by that certainamendedand restatedcreditagreement datedJune28, 2017 (the “Original CreditAgreement”). TheSecond Amended and Restated Credit Agreement, amongother certainterms,extended thematurityofthe RevolvingCredit Facilityof$800.0millionand unsecuredtermloans associated with theagreement of $250.0 million to October27, 2026. At thetimeofthe renewal, theCompany addedanadditional$2.7millionindebt issuance costsrelated to thetransaction. TheCompany carried forward$0.6million of existing debt issuancecosts relatedtothe previous credit facility agreements, whileexpensing $0.1 millionindebt issuancecosts due to certainlendersexiting therenewed facility agreement. On February10, 2023,the Company enteredintoAmendmentNo.1("Amendment") of theSecondAmended andRestated CreditAgreement,which provided that theovernight London Interbank OfferedRate(“LIBOR”) should be replaced with a successorrate. Theamendment also includedadditional termsand conditions forthe SecuredOvernight FinancingRate (“SOFR”) loans andRisk-free ReferenceRate("RFR") loans.

On May31, 2023,the Company repaid theoutstanding balanceof$202.5million on thetermloan(the“Term Loan”)

associated with theTermLoanCreditAgreement (the “TermLoanCreditAgreement”) whichwas enteredintoon December 21,2018withcashproceedsof$32.5 millionand $170.0 millionwithproceedsfromthe RevolvingCreditFacility. TheTermLoanwas terminatedearly duetothe agreement'sbenchmark referenceratetothe London InterbankOffered Rate (“LIBOR”)which wasdue to ceaseonJune 30,2023. Anyproceeds relatedtothisterminatednoteonthe Revolving CreditFacilitywererepaid by theend of thethird quarterof2023.

As of September30, 2023, theCompany hasreclassifiedthe 4.20%notes equaling$500.0milliondue in September 2024 to thecurrent portionoflong-term debt sectionofthe balancesheet from thelong-term debtsection on theCondensed Consolidated BalanceSheet.The notesare less than oneyear from maturity.The Company is currentlyevaluatinga refinancingstrategy beforethe notesmatureinSeptember 2024

On October2,2023, theCompany obtained $250.0 millionfromthe RevolvingCreditFacilityinconnectionwiththe acquisitionofKentroCapital Limited. During theperiodendedDecember 31,2023,the Company repaid $150.0 millionof theproceeds on theRevolving CreditFacility and hada $100.0 millionoutstanding balance.

Totaldebt at December 31,2022 was$3,942.1millionnet of unamortizeddiscountand debt issuancecosts,which wasan increaseof$1,919.2millioncomparedtoDecember31, 2021.The increaseincludes:(i) theissuance of $1,200.0 millionin aggregateprincipal amount of Senior NotesonMarch 17,2022, exclusiveofdebtissuance costsand discountsapplied to theprincipal; (ii) thedrawdownof$350.0millionofthe RevolvingCreditFacilityinconjunction with theacquisition payment forOrchidonMarch 31,2022; (iii)the aggregate drawdown of $800.0 millionunder theLoanAgreementinconnection with thefundingofthe acquisitions of GRPand BdBwhich occurredonvarious dates on or before thefinal draw on April28, 2022;and (iv) netofthe amortization of discounted debt relatedtoour variousunsecured Senior Notes, and debt issuance cost amortization of $3.8 million; offset by decreases dueto: (i)the scheduledprincipal amortization balances relatedtoour variousexistingfloating-rate debt term notesintotal of $61.3million;(ii)addeddiscounteddebtbalancesrelated to the issuance of $600.0 million in aggregate principalamountofthe Company’s 4.200% Senior Notesdue 2032 (the “2032 Notes”)and $600.0 millioninaggregate principalamountofthe Company’s4.950%SeniorNotes due2052(the“2052 Notes,”and together with the2032Notes,the “Notes”) of $10.4million;(iii)debtissuancecosts relatedtothe Notesand theLoanAgreement of $13.0million;and (iv) throughDecember31, 2022 theCompany repaying $350.0 millionofdebt relatedtothe outstanding amount drawnunder theRevolvingCreditFacility under theSecondAmendedand Restated CreditAgreement

During the12monthsended December 31,2022,the Companyrepaid$12.5 millionofprincipal relatedtothe Second Amended and Restated Credit Agreementtermloanthrough thequarterlyscheduled amortizedprincipal payments. The Second Amended and Restated CreditAgreement term loan hadanoutstanding balanceof$234.4millionasofDecember 31,2022. TheCompany's next scheduledamortized principalpayment is due March31, 2023 and is equalto$3.1million.

During the12monthsended December 31,2022,the Companyrepaid$30.0 millionofprincipal relatedtothe Term Loan CreditAgreement throughquarterlyscheduledamortized principalpayments. TheTermLoanCreditAgreementhad an outstandingbalanceof$210.0million as of December 31,2022. As of December 31,2022,the totaltermloanbalanceof $210.0 millionispresentedunder currentportion of long-termdebt as theagreementand underlyingdebtinstruments are within one-year of maturity.The Company is evaluatingoptions with regard to theloan'sremaining balance, including retiring thebalanceatmaturityorrefinancingthe balance or aportion thereof. TheCompany’s next scheduled amortized principalpayment is due March31, 2023 and is equalto$7.5million

During the12monthsended December 31,2022, theCompany repaid $18.8million of principalrelated to theTermLoans issued under theTermA-2 Loan Commitment (“Term A-2Loans”) throughquarterly scheduled amortizedprincipal payments.The Term A-2Loans hadanoutstanding balanceof$481.3million as of December 31,2022.The Company’s nextscheduledamortized principalpayment is due March31, 2023 and is equalto$6.3million

On March17, 2022,the Companycompleted theissuanceof$600.0millionaggregate principalamountofthe Company’s 4.200%Senior Notesdue 2032 and $600.0 millionaggregate principalamount of theCompany’s 4.950% Senior Notes due 2052 (and together with the2032Notes,the “Notes”).The netproceedstothe Companyfromthe issuance of the Notes, afterdeductingunderwriting discountsand estimatedofferingexpenses,wereapproximately $1,178.2 million. The Senior Notesweregiven investment graderatings of BBB- stableoutlook and Baa3 stable outlook. The2032Notes bear interest at therateof4.200%per year andwillmatureonMarch 17,2032. The2052Notes bear interest at therateof 4.950% peryear andwillmatureonMarch 17,2052. Interest on theNotes is payablesemi-annually in arrears. TheNotes aresenior unsecuredobligations of theCompany and rank equal in rightofpayment to allofthe Company’sexistingand future senior unsecuredindebtedness. TheCompany mayredeem theNotes in wholeorinpartatany time andfromtime to time,atthe “makewhole”redemptionpricesspecified in theProspectusSupplementfor theNotes beingredeemed, plus accrued and unpaid interest thereonto, butexcluding theredemption date. TheCompany used thenet proceeds from theofferingofthe Notes, together with borrowings underits RevolvingCreditFacility, cash on hand andother borrowings, to fund thecashconsiderationand otheramounts payableunder theGRP AcquisitionAgreement andtopay fees and expenses associatedwiththe foregoing. As of December 31,2022, therewas atotal outstandingdebtbalanceof$1,200.0 millionexclusive of theassociateddiscount balanceonbothNotes

On March31, 2022, theCompany entered into theLoanAgreementwiththe lendersnamed therein, BMOHarrisBankN.A., as administrativeagent,Fifth ThirdBank, National Association, PNCBank, NationalAssociation,U.S.BankNational Associationand Wells FargoBank, National Association, as co-syndication agentsand BMOCapital MarketsCorp.,BofA Securities,Inc., JPMorgan ChaseBank,N.A.and Truist Securities,Inc., as jointbookrunnersand jointleadarrangers.The

Loan Agreement evidences commitments for(i) unsecured delayeddrawtermloans in an aggregateamountofupto $300.0 million(the“Term A-1LoanCommitment”) and (ii) unsecured delayed draw term loans in an amount of up to $500.0 million(the“Term A-2Commitment” and, together with theTermA-1 Loan Commitments,the “TermLoanCommitments”)

TheCompany may, subject to satisfaction of certainconditions, includingreceipt of additional term loan commitmentsby neworexistinglenders,increaseeitherTermLoanCommitment or thetermloans issued thereunder or issuenew tranches of term loansinanaggregate additional amount of up to $400.0 million. TheCompany mayborrowtermloans (the “Term Loans”) undereitherofthe Term Loan Commitments during theperiodfromthe Effective Date (the "EffectiveDate")until thedatewhich is thefirst anniversarythereof.Onceborrowed, Term Loans issued under theTermA-1 Loan Commitment (“Term A-1Loans”) aredue andpayable on thedatethatisthe thirdanniversaryofthe Effective Date unlesssuchmaturity date is extended asprovided under theLoanAgreement. Once borrowed, Term Loansissuedunder theTermA-2 Loan Commitment (“Term A-2Loans”) arerepayableininstallments until thefifth anniversarythe EffectiveDatewithany remainingoutstanding amountsdue and payableonsuchfifth anniversaryofthe EffectiveDateunlesssuchmaturitydateis extended as provided underthe Loan Agreement. Whileoutstanding,the undrawn Term Loan Commitmentsaccrue a commitment feeof0.15% beginning on theearlier of theinitial fundingofTermLoans under theLoanAgreement and the datethatis120 days from theEffective Date.Oncedrawn,TermA-1 Loans will bear interest at theannualrateofAdjusted Term SOFR plus 1.125% or Base Rate plus 0.125% (subject to apricing grid forchanges in theCompany’s creditrating and/or leverage)and Term A-2Loans will bear interest at theannualrateofAdjustedTermSOFRplus1.25% or Base Rate plus 0.25%(subjecttoa pricinggridfor changes in theCompany’s creditratingand/orleverage).The Loan Agreement includes variouscovenants (including financialcovenants),limitations andeventsofdefault customaryfor similarfacilities forsimilarlyrated borrowers. As of December 31,2022the outstandingbalance on theLoanAgreement was$781.3million.

Quantitative andQualitative DisclosuresAbout Market Risk

Market risk is thepotential loss arisingfromadverse changesinmarketrates and prices,suchasinterestrates,foreign exchange ratesand equityprices. We areexposed to market risk throughour investments, revolvingcreditline, term loan agreementsand internationaloperations.

Ourinvestedassetsare held primarily as cash and cash equivalents, fiduciary cash,available-for-salemarketabledebt securities,non-marketabledebt securities,certificatesofdeposit,U.S.treasurysecurities, andprofessionally managed short durationfixed income funds.These investmentsare subjecttointerestraterisk. Thefairvalue of ourinvestedassetsat December 31,2023and December 31,2022, approximated theirrespectivecarryingvalues due to theirshort-termduration andtherefore,suchmarketriskisnot considered to be material.

We do notactivelyinvestor trade in equity securities.Inaddition,wegenerally disposeofany equity securities received in conjunctionwithanacquisition shortlyafter theacquisition date.

As of December 31,2023, we had$1,075.0millionoutstanding under theSecondAmended andRestatedCredit Agreementand theLoanAgreementtiedtoSOFR. Theseaforementioned notesbearinterestona floating basisand are thereforesubjecttochanges in theassociatedinterestexpense.The effect of an immediatehypothetical10% changein interest rateswould nothavea material effectonour Consolidated FinancialStatements.

Themajorityofour internationaloperationsdonot have material transactions in currencies otherthantheir functional currencywhich wouldexposethe Company to transactional currency rate risk.Weare subjecttotranslational exchange rate risk havingbusinessesoperating outsideofthe U.S. in thefollowing functional currencies,British pounds, Canadian dollarand eurosand othercurrenciestoa lesserextent. Baseduponour foreigncurrencyrateexposureasofDecember 31,2023, an immediate10% hypothetical changeofforeign currencyexchangerates wouldnot have amaterialeffect on ourConsolidated FinancialStatements.

AdditionalInformationRegarding Certain Non-GAAP Measures

ReconciliationofTotal Commissionsand Fees to OrganicRevenue Growth

Thereconciliationoftotal commissionsand fees,includedinthe Consolidated StatementofIncome, to OrganicRevenue growth forthe yearsendedDecember 31,2023, 2022,2021, 2020,and 2019,are as follows:

Reconciliation of Income Before Income TaxestoEBITDAC and EBITDAC Adjusted andReconciliation of Income Before Income Taxes Margin to EBITDACMarginand EBITDACMargin– Adjusted

Thereconciliations of Income Before Income Taxes, included in theConsolidated StatementofIncome, to EBITDAC–Adjusted andthe reconciliation of Income Before Income TaxesMargintoEBITDAC Margin –Adjustedfor theyears ended December 31,2023,2022, 2021,2020, and2019, areasfollows:

FinancialStatements and Supplementary Data

Consolidated Statements of Income

Consolidated Statements of ComprehensiveIncome

Consolidated BalanceSheets

ASSETS

LIABILITIESAND SHAREHOLDERS’EQUITY

Seeaccompanyingnotes to Consolidated FinancialStatements.

Consolidated Statements of Shareholders’Equity

Consolidated Statements of Cash Flows

Statements.Refer to Note 13 forreconciliations of

Notes to Consolidated FinancialStatements

NOTE 1Summary of SignificantAccountingPolicies

NatureofOperations

Brown& Brown, Inc.,a Floridacorporation, andits subsidiaries (collectively, “Brown &Brown”orthe “Company”) is a diversifiedinsurance agency, wholesale brokerage, insuranceprogramsand serviceorganizationthatmarkets and sells insuranceproductsand services,primarily in theproperty, casualty and employee benefitsareas.Brown &Brown’s businessisdivided into four reportablesegments. TheRetailsegment provides abroad rangeofinsurance products and services to commercial,publicand quasi-public entities,professional and individual insuredcustomers,and non-insurance risk-mitigatingproductsthrough ourautomobile and recreational vehicledealerservices (“F&I”)businesses. TheNational Programs segment, whichactsasa managinggeneral underwriter (“MGU”), provides professional liability and related packageproductsfor certainprofessionals, arange of insuranceproductsfor individuals, floodcoverage, and targeted products and services designatedfor specific industries,trade groups,governmentalentitiesand market niches,all of whichare deliveredthrough anationwidenetwork of independentagents, includingBrown &Brown retail agents.The WholesaleBrokerage segmentmarkets and sellsexcessand surpluscommercialand personal lines insurance, primarily throughindependent agentsand brokers, as well as Brown& Brownretailagents. TheServicessegment provides insurance-relatedservices, including third-partyclaimsadministrationand comprehensivemedicalutilizationmanagement services in both the workers’ compensationand all-lines liability arenas,aswellasMedicare Set-asideservices,Social Security disability and Medicare benefitsadvocacyservicesand claims adjustingservices. As announced on October31, 2023 and completedinthe thirdquarterof2023, theCompany sold certainthird-party claims administrationand adjusting services businesses representingapproximately 50%ofthe totalrevenuesofthe Services segment.The Company performedanevaluationtodetermine if thesoldbusinessesshouldbereportedasdiscontinued operations.However,with thesoldbusinessesrepresenting, as apercentageoftotal Company,approximately 3% of thetotal revenue, 2% of thetotal assets and 2% of netincome, theCompany determined that treatingthe sale as discontinued operations wasnot appropriate.

TheCompany primarilyoperatesasanagent or broker notassumingunderwritingrisks.However,weoperate awrite-yourownflood insurancecarrier,WrightNationalFlood InsuranceCompany (“WNFIC”). WNFIC’sunderwriting businessconsists of policieswritten pursuant to theNational FloodInsurance Program(“NFIP”), theprogram administeredbythe Federal EmergencyManagement Agency (“FEMA”) to whichpremiumsand underwritingexposureare cededand excess flood policieswhich arefully reinsuredinthe privatemarket. TheCompany also participates in twocapitalized captiveinsurance facilities (the "Captives")for thepurpose of facilitatingadditionalunderwritingcapacity, generatingincremental revenues and participating in underwriting results.

RecentlyIssuedAccountingPronouncements

On November 27,2023, theFinancialAccountingStandards Board("FASB")issued AccountingStandardsUpdate("ASU") 2023-07, "ImprovementstoReportableSegment Disclosures."ThisASU requires additional reportablesegment disclosures, primarily throughenhanceddisclosures aboutsignificant segmentexpenses. In addition,the ASUenhances interimdisclosurerequirementseffectively making thecurrent annual requirements arequirement forinterim reporting.This ASUiseffective forfiscalyears beginning afterDecember15, 2023,and interimperiods within fiscal yearsbeginning after December 15,2024. Earlyadoptionispermitted.The Company is currently evaluatingthese newdisclosurerequirements.

On December 14,2023, theFASBissuedASU 2023-09, "ImprovementstoIncomeTax Disclosures."ThisASU improves the transparencyofincometax disclosuresbyrequiring consistent categories andgreater disaggregation of informationinthe rate reconciliationand income taxespaiddisaggregated by jurisdiction.ThisASU is effectivefor annualperiods beginning afterDecember 15,2024. Earlyadoptionispermitted. TheCompany is currently evaluatingthese new disclosure requirements.

RecentlyAdopted Accounting Standards

In March2020,the FASB issued ASU2020-04, "Reference Rate Reform (Topic 848):Facilitationofthe EffectsofReference Rate Reform on FinancialReporting." Theamendmentsprovide optional guidance fora limitedtimetoeasethe potential burden in accounting forreferenceratereform. Thenew guidanceprovides optional expedients and exceptions for applying accountingprinciplesgenerally accepted in theUnitedStatesofAmerica to contracts, hedgingrelationships and othertransactionsaffectedbyreference rate reform if certain criteria aremet.The amendments applyonlytocontracts and hedgingrelationships that referencethe London InterbankOffered Rate (“LIBOR”), or anotherreference rate expected to be discontinued due to referenceratereform. Theseamendments,along with theamendmentswithinASU 2022-06

"Reference Rate Reform (Topic 848):Deferralofthe Sunset Date of Topic848"thatextended theperiodoftimepreparers canutilize thereference rate reform relief guidance in Topic848,are effectiveimmediatelyand maybeapplied prospectivelytocontractmodifications made and hedgingrelationships entered into or evaluatedonorbeforeDecember 31,2024. TheCompany adoptedASU 2020-04onFebruary10, 2023 in connection with enactingthe transition provisionin

ourSecondAmendedand RestatedCreditAgreement dated October27, 2021.Under theallowable expedients, a modification of adebtcontractthatisonlya replacementofthe referencerateisaccounted forasa non-substantial modification.Adoptionofthisguidancehad no impact on theCompany's financialstatements.

Principles of Consolidation

TheaccompanyingConsolidatedFinancial Statements include theaccountsofBrown &Brown,Inc.and itssubsidiaries. All significantintercompany accountbalancesand transactionshavebeen eliminated in theConsolidatedFinancial Statements

RevenueRecognition

TheCompany earnscommissions paid by insurancecarriersfor thebinding of insurancecoverage. Commissionsare earned at apoint in time upon theeffectivedateofbound insurancecoverage, as no performanceobligationexistsafter coverage is bound. If thereare otherserviceswithinthe contract,the Companyestimates thestand-alone sellingprice for each separate performanceobligation, and thecorresponding apportioned revenue is recognized over aperiodoftimeas theperformance obligations arefulfilled. TheCompany earns feerevenue by receivingnegotiatedfees in lieu of a commission and from services otherthansecuringinsurance coverage.Fee revenuesfromcertain agreements are recognized depending on when theserviceswithinthe contract aresatisfied andwhenwehavetransferredcontrol of the relatedservicestothe customer.Insituationswhere multiple performanceobligations existwithina feecontract, in some instances theuse of estimatesisrequiredtoallocatethe transaction priceona relative stand-alone selling pricebasis to each separate performanceobligation. Othersupplementalcommissions representa form of variableconsideration which includes additional commissionsoverbasecommissions received from insurancecarriersbased on predetermined production levels mutually agreed uponbybothparties.Profit-sharingcontingent commissionsrepresent aformofvariable considerationassociatedwiththe placement of coverage,for whichweearncommissions.Profit-sharingcontingent commissionsand othersupplementalcommissions areestimated and accrued relative to therecognition of the corresponding core commissionsbasedonthe amount of considerationthatwillbereceivedinthe coming year such that a significantreversalofrevenueisnot probable.Guaranteed supplemental commissions, aformofvariableconsideration within othersupplementalcommissions,represent guaranteed fixed-baseagreements in lieuofprofit-sharingcontingent commissions.

Management determinesthe policy cancellation reservebased upon historical cancellation experience adjusted forany knowncircumstances.

UseofEstimates

Thepreparation of theConsolidatedFinancialStatementsinconformitywithaccountingprinciplesgenerally accepted in theUnitedStatesofAmerica (“GAAP”) requires management to make estimatesand assumptionsthataffect thereported amountsofassets andliabilities,aswellasdisclosures of contingent assets andliabilities,atthe dateofthe Consolidated Financial Statements,and thereportedamountsofrevenuesand expenses duringthe reportingperiod. Actual resultsmay differfromthose estimates.

Cash andCashEquivalents

Cash andcashequivalentsprincipally consistofdemanddepositswithfinancial institutions andhighlyliquidinvestments with quoted market prices having maturities of threemonthsorlesswhenpurchased

Fiduciary Cash,Fiduciary Receivables,and FiduciaryLiabilities

TheCompany presents certainassetsand liabilitiesthatarise from activities in whichthe Companyengages as an intermediary, wherewecollect premiums from insureds to remittoinsurance companies, hold funds from insurance companies to distributetoinsuredsfor claims on coveredlosses, and hold refundsdue to customersasfiduciary assets and fiduciaryliabilities.

Uncollectedpremiumsare presentedasfiduciary receivables.Likewise, payables to insurancecompanies and premium depositsdue customersare presentedasfiduciary liabilities.

Fiduciary cash represents funds in theCompany's possession collectedfromcustomers to be remitted to insurance companies andfunds from insurancecompanies to be distributed to insureds forthe settlement of claims or refunds. The net changeinfiduciary cash is representedbythe net changeinfiduciary liabilitiesand fiduciary receivables and is presented as cash flowsfromfinancing activities in thestatement of cash flows.

Unremitted netinsurance premiums areheldina fiduciarycapacityuntil theCompany disbursesthem, andthe useofsuch fundsisrestrictedbylawsincertain jurisdictionsinwhich we operate, or arerestricteddue to ourcontracts with certain insurancecompaniesinwhich we hold premiums in afiduciary capacity.Where allowedbylaw,the Company investsthese unremitted funds only in cash,money market accounts,tax-freevariable-rate demand bonds and commercial paperheldfor ashort-term. In certainjurisdictions in whichthe Companyoperates, theuse and investment alternatives forthese fundsare regulatedand restricted byvarious statelawsand agencies.The interest income earned on theseunremittedfunds,where allowedbystate law, is reported asinvestment income in theConsolidated StatementofIncome.

Certificates of deposit, and othersecurities, having maturities of more than threemonthswhenpurchased arereportedat cost and areadjustedfor other-than-temporary market valuedeclines.The Company’sinvestmentholdingsinclude U.S. Government securities,municipal bonds, domestic corporateand internationalcorporate bondsaswellasshort-duration fixedincomefunds. Investmentswithinthe portfolio or funds areheldasavailable-for-saleand arecarried at theirfairvalue. Anygain/loss applicablefromthe fair valuechangeisrecorded,net of tax, as othercomprehensive income within the equity sectionofthe Consolidated BalanceSheets. Realized gainsand losses arereportedasinvestmentincomeonthe Consolidated Statements of Income,withthe cost of securities sold determined on aspecificidentificationbasis

FixedAssets

Fixedassets, including leasehold improvements,are carried at cost,lessaccumulated depreciation andamortization. Expendituresfor improvements arecapitalized, andexpenditures formaintenanceand repairsare expensed to operations as incurred. Upon sale or retirement,the cost and relatedaccumulateddepreciationand amortization areremoved from the accounts.Depreciationhas been determinedusing thestraight-line method over theestimated useful livesofthe related assets,which rangefrom3 to 40 years. Leaseholdimprovementsare amortizedonthe straight-linemethodoverthe shorterofthe useful life of theimprovement or thetermofthe relatedlease

Goodwill andAmortizable Intangible Assets

Allofour businesscombinations areaccounted forusing theacquisition method.Acquisition purchase prices aretypically based upon amultipleofaverage annual earnings, and/or revenue earned over aperiodofthree yearswithina minimum andmaximum pricerange.The recorded purchase prices foracquisitionsinclude an estimation of thefairvalue of liabilities associated with anypotentialearn-outprovisions. Subsequent changesinthe fair valueofearn-outobligations are recorded in theConsolidatedStatementsofIncomewhenincurred.

Thefairvalue of earn-outobligations is based upon thepresent valueofthe expected future payments to be made to the sellersofthe acquired businessesinaccordancewiththe provisions contained in therespectivepurchaseagreements.In determiningfairvalue,the acquired business’futureperformance is estimatedusing financialprojections developedby management forthe acquired businessand this estimate reflects market participantassumptions regardingrevenue growth and/or profitability.The expected future payments areestimated on thebasis of theearn-outformula andperformance targetsspecified in each purchase agreementcomparedtothe associated financialprojections.These estimatesare then discounted to presentvalue usinga risk-adjustedratethattakes into considerationthe likelihood that theforecastearn-out paymentswillbemade.

Amortizableintangible assets arestatedatcost, less accumulatedamortization, andconsist of purchasedcustomer accountsand non-competeagreements.Purchased customer accountsand non-competeagreementsare amortizedona straight-linebasis over therelated estimatedlives and contract periods, whichtypically rangefrom3 to 15 years. Purchased customer accounts represent thevalue of thecustomerrelationship, butalsoconsist of recordsand filesthatcontain informationabout insurancepoliciesand therelated insuredparties that areessential to policy renewals.

Theexcessofthe purchase priceofanacquisition over thefairvalue of theidentifiabletangibleand amortizableintangible assets is assigned to goodwill.While goodwill is notamortizableunder GAAP,itissubjecttoassessmentatleast annually, andmorefrequently in thepresenceofcertain circumstances,for impairment by applicationofa fair value-basedtest. The Company compares thefairvalue of each reportingunitwithits carryingamount to determineifthere is potential impairment of goodwill.The Companymay elect to firstperform aqualitative assessmenttodetermine whetheritismore likely than notthata reportingunitisimpaired. If theCompany does notperform aqualitative assessment,orasa result of thequalitative assessment, it is notdeterminedthatthe fair valueofthe reporting unit more likely than notexceeds the carryingamount,the Company will calculatethe fair valueofthe reportingunitfor comparison againstthe carryingvalue. If thefairvalue of thereporting unit is less than itscarryingvalue,animpairmentlossisrecordedtothe extent that thefair valueofthe goodwill within thereporting unitislessthanits carryingvalue. Fair valueisestimated based upon multiplesof earnings,oronadiscountedcashflowbasis.The Company completedits most recent annual assessment as of November 30,2023and determined that thefairvalue of goodwill exceeded thecarryingvalue of such assets.Inaddition,asof December 31,2023,there arenoaccumulated impairment losses

Thecarryingvalue of amortizableintangible assets attributabletoeachbusinessorasset groupcomprisingthe Company is periodically reviewed by management to determineifthere areeventsorchanges in circumstancesthatwould indicate that itscarryingamountmay notberecoverable.Accordingly,ifthere areany such changesincircumstances during theyear, theCompany assesses thecarryingvalue of itsamortizableintangibleassetsbyconsideringthe estimatedfuture undiscountedcashflows generatedbythe correspondingbusinessorasset group. Anyimpairmentidentifiedthrough this assessment mayrequire thatthe carryingvalue of relatedamortizableintangibleassetsbeadjustedafter determiningthe fair valueofthe amortizableintangible assets.There were no impairmentsrecorded forthe yearsended December 31, 2023,2022 and 2021

Gain or Loss on Disposal

From time to time theCompany will sell individual booksofbusinessorentirebusinesseswhenitaligns with ourstrategic priorities.Whena businessissold, goodwill alongwithidentifiedtangibleand intangible assets andliabilities arenetted againstthe agreed transactionprice netoftransaction coststodetermine theassociatedgainorlossondisposal. Goodwill is apportioned to thedisposedbusinessusing therelative fair valueofthe disposed business to theassociatedreporting unittowhich it wasa member.

In thefourth quarterof2023, theCompany completedthe sale of certainthird-party claims administrationand adjusting services businessesfromits Services segmentand recognized apre-tax gain on thesaleofbusinessestotaling$134.6 million. TheCompany is entitled to future considerationpaymentsuponachievement of certainconditionsinaccordance with theterms of thesaleagreement. Anyfutureconsideration payments will be recognized as thecondition for achievementissatisfied.

Forthe yearsendingDecember 31,2023, 2022and 2021,total gainsrecognizedonsales of businesses and booksof business totaled$143.3million, $4.5 million, and$9.6million, respectively.

Income Taxes

TheCompany recordsincometax expenseusing theasset-and-liability method of accountingfor deferredincometaxes Under this method,deferredtax assets and liabilitiesare recognized forthe expected future taxconsequences of temporarydifferencesbetween thefinancialstatement carrying values andthe income taxbases of theCompany’s assets and liabilities.

TheCompany filesa consolidatedfederal income taxreturnand haselected to file consolidated returnsincertain states. Deferred income taxesare provided forinthe Consolidated FinancialStatementsand relate principally to expenses chargedtoincomefor financialreporting purposes in oneperiodand deducted forincometax purposes in otherperiods

NetIncomePer Share

Basicnet income pershare is computed based on theweightedaverage number of common shares (including participating securities)issued and outstanding duringthe period.Diluted net income pershare is computed based on theweighted averagenumber of common shares issued and outstandingplusequivalent shares,assumingthe issuance of allpotentially issuablecommonshares. Thedilutiveeffectofpotentially issuablecommonsharesiscomputedbyapplicationofthe treasurystock method

Thefollowing is areconciliation between basic and dilutedweightedaverage shares outstandingfor theyears ended December 31:

Fair ValueofFinancial Instruments

Thecarryingamounts of theCompany’s financialassets and liabilities, includingcashand cash equivalents; fiduciarycash; fiduciary receivables, commissions, fees andother receivables;fiduciary liabilities; accounts payableand accrued expenses and otherliabilities,atDecember 31,2023 and 2022,approximate fair value, because of theshort-termmaturityofthese instruments. As of December 31,2023the carrying valueofour fixed-rate borrowings was$2,739.6 millionand we approximatetheir values using market quotes of noteswiththe similarterms as ours andcalculate afairvalue of $2,487.4 million. As of December 31,2022the carrying valueofour fixed-rate borrowings was$2,738.8million and we approximate theirvaluesusing market quotes of noteswithsimilar termsasoursand calculatea fair valueof$2,355.7million.The estimatedfairvalue of ourvariablefloatingratedebt agreements is $1,075.0 million, whichapproximatesthe carrying value due to thevariableinterestratebased uponadjustedSecured OvernightFinancingRate(“SOFR”). SeeNote3 to our Consolidated FinancialStatementsfor thefairvalues relatedtothe establishment of intangible assets andthe establishmentand adjustment of earn-out payables.See Note 6toour Consolidated FinancialStatementsfor information on thefairvalue of investmentsand Note 9toour Consolidated FinancialStatementsfor informationonthe fair valueof long-termdebt.

Non-Cash Stock-BasedCompensation

TheCompany hasstock-based compensation plansthatprovide forgrantsofrestrictedstock,restrictedstock units, stock optionsand otherstock-basedawardstoemployees andnon-employeedirectors of theCompany.Inaddition,the Company hasanEmployeeStock PurchasePlanwhich allows employees to purchase shares in theCompany.The Company expensesstock-based compensation, whichisincluded in Employee compensation and benefitsinthe Consolidated Statements of Income over therequisite serviceperiod. Thesignificant assumptionsunderlyingour expense calculations include thefairvalue of theaward on thedateofgrant,the estimatedachievement of any performancetargets andestimated forfeiture rates.

TheCompany usesthe Black-Scholesvaluationmodel forvaluing allstock optionsand shares purchasedunder the Employee StockPurchasePlan(the“ESPP”). Compensation fornon-vestedstock awards is measured at fair valueonthe grant date based upon thenumber of sharesexpectedtovest. Compensation cost forall awards is recognized in earnings, net of estimatedforfeitures,ona straight-linebasis over therequisite serviceperiod. SeeNote12toour Consolidated FinancialStatementsfor informationonstock-based compensation

InsuranceCompany Operations

TheCompany acts in arisk-bearing capacity forflood insuranceassociatedwiththe Wright National FloodInsurance Company (“WNFIC”), whichispartofour National Programs segment. TheCompany protects itself from claims-related losses by reinsuring allclaimsriskexposure.However,for basic admittedpoliciesconformingtothe National Flood InsuranceProgram allexposureisreinsuredwiththe Federal EmergencyManagementAgency(“FEMA”). Forexcessflood allexposureisreinsuredwitha reinsurancecarrier with an AM Best Company rating of “A”orbetter. Reinsurancedoesnot legally dischargethe ceding insurerfromthe primaryliabilityfor thefullamount dueunder thereinsured policies. Reinsurancepremiums, commissions, expensereimbursement and reserves relatedtoceded businessare accounted for on abasis consistent with theaccountingfor theoriginalpoliciesissued andthe termsofreinsurancecontracts.Premiums earned and losses and loss adjustmentexpensesincurredare reported netofreinsurance amounts. Otherunderwriting expenses areshown netofearnedcedingcommission income.The liabilities forunpaidlossesand loss adjustment expenses and unearnedpremiumsare reported grossofceded reinsurancerecoverable.

Balances due from reinsurers on unpaidlossesand loss adjustment expenses,including an estimate of such that is recoverablerelated to reserves forincurredbut notreported(“IBNR”)losses, arereportedasassetsand areincluded in reinsurancerecoverable even though amountsdue on unpaidlossand loss adjustment expenseare notrecoverable from thereinsurer until such losses are paid.The Company does notbelieve it is exposedtoany material credit risk throughits reinsuranceasthe reinsurerisFEMAfor basicadmittedflood policies andnationalreinsurance carriersfor excess flood policies,which hasanAMBestCompany rating of “A”orbetter. Historically,noamounts duefromreinsurance carriershave been writtenoff as uncollectible.

TheCompany also participatesintwo Captives forthe purposeoffacilitatingadditional underwritingcapacity, generating additional revenues and participatinginunderwriting results. OneCaptive operates on aquota sharebasis,currently focusedonpropertyinsurance forearthquakeand wind exposedpropertiesfor policiesplacedbycertain of ourMGU businesses. This Captive buys reinsurance,limiting, butnot fully eliminatingthe Company'sexposuretoclaimsexpenses. Theother Captiveoperatesthrough an-excessoflossorreinsurance layers associated with placementsmadebyone of ourMGU businessesfocusedonresidential property primarily in thesoutheasternUnitedStates. This Captivehas capped exposure throughcontractual aggregatelimitsonthe reinsuranceparticipationsitassumes with onelayer of perriskexcess reinsuranceand threelayers of catastropheper occurrence reinsurance. Allfourlayershavelimited reinstatementsand thereforehavecapped, maximumaggregate limits.

Unpaid Lossesand Loss Adjustment Reserve

Unpaid losses andlossadjustmentreserve includes amountsdetermined on individual claims andother estimatesbased upon thepastexperienceand thepolicyholders forIBNRclaims, less anticipated salvageand subrogationrecoverable.The methodsofmakingsuchestimates and forestablishingthe resultingreservesinclude acombination of an analysis of large discrete events,typically named-stormactivity, andalsoroutine losses in theordinarycoursefromnon-named-storm activity. Thesemethodologies arecontinually reviewed andupdated,and anyadjustments resultingtherefrom arereflected in operations currently.

TheCompany engagesthe services of outsideactuarial consulting firms(the“Actuaries”)toassistonanannual basis to render an opiniononthe sufficiency of theCompany’s estimatesfor unpaidlossesand relatedlossadjustment reserve. The Actuariesutilizebothindustryexperienceand theCompany’s ownexperiencetodevelop estimatesofthose amountsasof year-end. Theseestimated liabilities are subject to theimpactoffuturechanges in claimseverity, frequencyand other factors. In spiteofthe variabilityinherentinsuchestimates,management believesthatthe liabilitiesfor unpaidlossesand relatedlossadjustmentreserve areadequate

Premiums arerecognizedasincomeoverthe coverage period of therelated policies. Unearned premiums represent the portion of premiums writtenthatrelatetothe unexpiredterms of thepoliciesinforce andare determined on adaily prorata basis. Theincomeisrecordedtothe commissionsand fees line of theConsolidated Statements of Income

NOTE 2Revenues

Thefollowing tables presentthe revenuesdisaggregated by revenue source:

Forthe year endedDecember31, 2023

Forthe year endedDecember31, 2022

Forthe year endedDecember31, 2021

(1)Basecommissions generally representa percentage of thepremium paid by an insuredand areaffectedbyfluctuationsinbothpremium rate levels chargedbyinsurance companiesand theinsureds’ underlying “insurable exposure units,”which areunits that insurancecompanies usetomeasure or expressinsurance exposedtorisk(such as property values,orsales andpayroll levels)todetermine what premiumtochargethe insured. Insurance companiesestablish thesepremium ratesbased upon many factors, includinglossexperience, risk profileand reinsurancerates paid by such insurance companies, none of whichwecontrol

(2)Fee revenues relate to fees forservicesother than securing coverage forour customers, fees negotiated in lieu of commissions, andF&I products and services

(3)Other supplemental commissionsinclude additional commissionsoverbasecommissionsreceivedfrominsurance carriersbased on predetermined growth or production measures.Thisincludesincentive commissionsand guaranteed supplemental commissions.

(4)Profit-sharingcontingentcommissionsare basedprimarily on underwriting results, butmay also reflectconsiderationsfor volume,growthand/or retention.

(5)Earnedpremium relatestothe premiums earned in theCaptives.

(6)Investmentincomeconsistsprimarily of interest on cash andinvestments

(7)Other income consists primarilyofother miscellaneousincome.

(8)FeeswithinOther reflects theelimination of intercompany revenues.

RevenuesDisaggregated by Geography

Thefollowing tablepresentsthe revenuesdisaggregated by geographic area whereour services arebeing performed:

Forthe year endedDecember31,

ContractAssetsand Liabilities

Thebalancesofcontractassetsand contract liabilitiesarising from contractswithcustomers as of December 31,2023 and 2022wereasfollows:

Unbilledreceivables(contract assets)arise when theCompany recognizes revenue foramounts whichhavenot yetbeen billed in oursystems and arereflected in commissions, fees and otherreceivables in theCompany's Consolidated Balance Sheets. Theincreasein contract assets over thebalanceasofDecember 31,2022isdue to growth in ourbusinessand from businessesacquiredinthe currentyear.

Deferred revenue(contract liabilities) relatestopaymentsreceivedinadvance of performanceunder thecontractbefore thetransferofa good or servicetothe customer.Deferredrevenue is reflectedwithinaccrued expenses andother liabilities forthose to be recognized in less than 12 months andinother liabilities forthose to be recognized more than 12 months from thedatepresentedinthe Company'sConsolidated BalanceSheets.

As of December 31,2023,deferredrevenueconsisted of $78.2millionasthe currentportion to be recognized within one year and$35.0 millioninlongtermtoberecognizedbeyondone year.AsofDecember 31,2022, deferred revenue consistedof$79.9 millionasthe current portiontoberecognizedwithinone year and$33.4 million in long-termdeferred revenuetoberecognizedbeyondone year

Contract assets andcontractliabilities arisingfromacquisitionsin2023wereapproximately $13.6millionand $6.8 million, respectively.Contract assets andcontract liabilities arisingfromacquisitionsin2022wereapproximately$12.0 million and $4.4 million,respectively.

During the12monthsendedDecember31, 2023,2022, and 2021,the amount of revenue recognized relatedto performanceobligations satisfiedina previous period,inclusive of changes due to estimates, wasapproximately $28.2 million,$25.8 million, and$23.3 million, respectively. This consists of additional variableconsiderationreceivedonour incentiveand profit-sharing contingent commissions.

OtherAssetsand DeferredCost

Incrementalcosttoobtain –The Companydeferscertain coststoobtaincustomercontracts primarilyastheyrelateto commission-based compensation plans in theRetailsegment,whereby theCompany pays an incrementalamount of compensation on newbusiness. Theseincremental costsare deferred andamortized over a15-year period.The cost to obtain balancewithinthe Otherassets captioninthe Company’s Consolidated BalanceSheetswas $96.5million and $76.0 millionasofDecember 31,2023and December 31,2022, respectively.For the12monthsendedDecember31, 2022 and December 31,2021,the Company deferred $27.3millionand $23.0millionofincremental cost to obtain customer contracts, respectively.The Company recorded an expenseof$6.8million and $5.2 million associated with theincremental cost to obtain customer contractsfor the12monthsended December 31,2023and December 31,2022, respectively

Cost to fulfill –The Companydeferscertain coststofulfill contractsand recognizes thesecosts as theassociated performanceobligations arefulfilled. Thecosttofulfill balancewithinthe othercurrent assets captioninthe Company's Consolidated BalanceSheetswas $122.6 millionasofDecember 31,2023,which is inclusiveofdeferrals from businesses acquired in thecurrent year of $6.3 million. Thecosttofulfill balanceasofDecember31, 2022 was$108.7million,which is inclusiveofdeferrals from businesses acquired in theyearof$14.1 million. Forthe 12 months ended December 31,2023 and2022, theCompany hadnet deferralsof$7.3millionand $6.7 millionrelated to currentyear deferralsfor costsincurred

that relate to performanceobligations yettobefulfilled,net of theexpenseofpreviouslydeferredcontractfulfillment costs associated with performanceobligationsthatweresatisfied in theperiod, respectively.

NOTE 3BusinessCombinations

During theyearended December 31,2023, theCompany acquired theassets andassumedcertain liabilities of seven insuranceintermediaries, allofthe stockof22insurance intermediaries, and purchasedfourbooks of businesses(customer accounts) fora totalof33acquisitions. Additionally,adjustmentswererecordedtothe purchase priceallocationofcertain prioracquisitionscompleted within thelast12monthsaspermitted by ASCTopic 805- Business Combinations (“ASC 805”). Such adjustments arepresentedinthe “Other”categoryinthe following table. Therecorded purchase pricefor all acquisitions includesanestimationofthe fair valueofliabilities associated with anypotential earn-outprovisions. Subsequent changes in thefairvalue of earn-outobligations will be recorded in theConsolidated StatementsofIncome when incurred

Thefairvalue of earn-outobligations is basedonthe presentvalue of theexpectedfuturepaymentstobemadetothe sellersofthe acquired businessesinaccordancewiththe provisions outlined in therespective purchase agreements. In determining fair value, theacquiredbusiness’sfutureperformance is estimatedusing financial projectionsdeveloped by management forthe acquired businessand reflects market participant assumptionsregarding revenue growth and profitability.The expected future payments areestimated on thebasis of theearn-outformula and performancetargets specifiedineachpurchaseagreement compared to theassociatedfinancialprojections.These payments arethen discounted to presentvalue usinga risk-adjustedratethattakes into considerationthe likelihood that theforecastedearnoutpaymentswill be made.

Basedonthe acquisitiondateand thecomplexityofthe underlyingvaluation work,certain amountsincluded in the Company’sConsolidatedFinancialStatementsmay be provisional and thus subjecttofurther adjustmentswithinthe permittedmeasurement period,asdefined in ASC805.Managementoften uses independent third-partyvaluation specialiststoassistinfinalizingthe fair valueofassetsacquiredand liabilities assumed. Fair valueadjustments,ifany,are most common to thevalues establishedfor amortizableintangibleassetsand earnoutliabilities,withthe offset to goodwill, netofany income taxeffect. Provisional estimates were used to initially record theacquisition of Kentro CapitalLimited as of theOctober 1, 2023acquisition date,including forintangibleassets, goodwill,customercontractrelated balances,tax relatedbalances and allother asset and liabilityaccounts. Forthe year endedDecember31, 2023,adjustmentsweremade within thepermitted measurement period that included adecreasetodeferredtax liabilityof$17.3 million, adecreaseto purchasedcustomeraccountsof$10.9 millionand an increasetoother currentassetsof$5.6millionfor anet decreasein goodwill of $12.0million.These measurement period adjustmentshavebeen reflectedascurrent period adjustmentsinthe year ended December 31,2023. Themeasurement period adjustments hadnomaterialeffectonearningsorcashinthe currentperiod.

Grosscashpaidfor acquisitions was$695.1 millionand $2,544.4 millioninthe yearsendedDecember 31,2023and 2022, respectively. We completed33acquisitions(includingbookofbusinesspurchases)duringthe year endedDecember31, 2023 and30acquisitions(including book of businesspurchases)duringthe year ended December 31,2022.

Thefollowing tablesummarizesthe purchase priceallocations andestimated fair values of theaggregate assets and liabilitiesacquiredasofthe dateofeachacquisition forcurrent year acquisitions andadjustmentsmade duringthe measurementperiodfor prioryearacquisitions. During themeasurement periods, theCompany will adjust assets or liabilitiesifnew informationisobtainedabout factsand circumstances that existedasofthe acquisitiondatethat, if known, wouldhaveresultedinthe recognitionofthose assets andliabilities as of that date. Theseadjustmentsare made in the period in whichthe amountsare determinedand thecurrent period income effect of such adjustments will be calculated as if theadjustmentshad been completedasofthe acquisitiondate.

(1)The othercolumnrepresentscurrent year acquisitions with totalnet assets acquired of less than $50.0million andadjustments from prioryear acquisitions that were made within thepermitted measurementperiod.

(2)The weighted averageusefullifeofpurchased customer accounts is 15.0 years.

(3)The Companyhas revisedthe provisionalamounts in themeasurement period foritems forwhich theaccountingwas incomplete.Additionaltimewas needed to obtain theinformation necessary,presentatthe date of theacquisition,torecognize allthe itemsexchanged relatedtothe 2022 acquisitions of Orchid Underwriters Agency,CrossCoverInsurance Services andGRP (Jersey) Holdco Limitedand itsbusinesses("GRP")

Goodwill of $608.7 million, netofany openingbalance sheet adjustments within theallowablemeasurement period,was allocatedtothe Retail, National Programs,and WholesaleBrokerage segments in theamounts of $348.5 million,$239.0 million, and$21.2 million, respectively. Of thetotal goodwill of $608.7 million, theamountcurrently deductible forincome taxpurposesis$64.5 million. Of theremaining $544.2 millionofgoodwill, $529.0 millionrelates to goodwill that will notbe deductiblefor income taxpurposesand $15.2millionrelates to recorded earn-outpayables whichwillnot be deductiblefor income taxpurposesuntil it is earned and paid.

Forthe acquisitions completedduring2023, theresults of operations sincethe acquisitiondates have been combined with thoseofthe Company. Thetotal revenuesfromthe acquisitions completedthrough December 31,2023includedinthe Consolidated StatementofIncomefor theyearended December 31,2023were$67.9 million. Theincomebeforeincome taxesfromthe acquisitions completedthrough December 31,2023, included in theConsolidated StatementofIncomefor theyear endedDecember31, 2023,was $23.8million.

Subsequent to December 31,2023, and throughthe date of this filing,the Company completedtwo acquisitions forinitial cash considerationofapproximately$37.6 million.

If theCompany's 2023 acquisitions hadoccurredasofthe beginning of 2022,the estimatedresults of operations wouldbe as showninthe following table.These unaudited proforma resultsare notnecessarily indicative of theactual resultsof operations that wouldhaveoccurredhad theacquisitionsactuallybeen made at thebeginning of therespectiveperiods

AcquisitionEarn-OutPayables

ASC805 is theauthoritative guidancerequiringanacquirertorecognize 100% of thefairvalue of acquired assets,including goodwill, andassumedliabilities(with only limited exceptions)uponinitially obtainingcontrol of an acquired entity. Additionally,the fair valueofcontingent considerationarrangements(such as earn-outpurchasearrangements) at the acquisitiondatemustbeincludedinthe purchase priceconsideration. Therecordedpurchasepricesfor acquisitions include an estimation of thefairvalue of liabilities associated with any potentialearn-outprovisions. Subsequent changes in theseearn-outobligations will be recorded in theConsolidatedStatementsofIncomewhenincurredorreasonably estimated. Estimationsofpotential earn-out obligationsare typicallybased upon future earnings of theacquiredoperations or entities,usually forperiods rangingfromone to threeyears.

As of December 31,2023,the fair values of theestimated acquisitionearn-outpayables were re-evaluated andmeasured at fair valueona recurring basis usingunobservableinputs(Level3)asdefined in ASC820-Fair ValueMeasurement.The resultingadditions, payments and netchanges, as well as theinterestexpenseaccretion on theestimated acquisitionearnoutpayables, forthe yearsended December 31,2023, 2022 and 2021 were as follows:

Of the$249.2million of estimatedacquisition earn-out payables as of December 31,2023, $145.9 millionwas recorded as currentliabilities within theaccountspayable captioninthe Company's Consolidated BalanceSheetsand $103.3 million wasrecorded as non-current liabilitieswithinthe otherliabilities captioninthe Company's Consolidated BalanceSheets. Included within additionstoestimatedacquisition earn-outpayables areany adjustments to openingbalance sheet items within theallowablemeasurement period,which maytherefore differ from previously reportedamounts.Ofthe $251.6 millionofestimated acquisition earn-out payables as of December 31,2022,$119.3million wasrecordedasaccounts payable, and $132.3 millionwas recorded as otherliabilities.

As of December 31,2023, themaximum future contingencypaymentsrelated to allacquisitionstotaled $640.2 million. Six of theestimated acquisitionearn-outpayablesinclude provisions with no maximumpotential earn-outamount. Theamount recorded forthese acquisitions as of December 31,2023, is $4.7 million. TheCompany deemsa significant increasetothis amount to be unlikely.

NOTE 4Goodwill

Thechanges in thecarryingvalue of goodwill by reportablesegment forthe yearsended December 31,are as follows:

(1)Provisional estimatesoffairvalue areestablished at thetimeofeachacquisition andare subsequently reviewed andfinalized within thefirst year of operations subsequent to theacquisition date to determinethe necessityfor adjustments. As of December 31,2023, adjustmentsweremadetothe amountsinitially recorded fordeferredtax liabilities,purchased customer accounts,other currentassets andgoodwill. SeealsoNote3

NOTE 5Amortizable Intangible Assets

Amortizableintangibleassets at December 31,2023and 2022 consistedofthe following:

2023

2022

(1)Weightedaverage lifecalculatedasofthe date of acquisition.

Amortization expensefor amortizableintangible assets forthe yearsending December 31,2024, 2025,2026, 2027 and 2028isestimated to be $169.4 million, $165.9 million, $159.9 million, $147.5 millionand $141.0 million, respectively

NOTE 6Investments

At December 31,2023,the Company’samortized cost andfairvalues of fixedmaturitysecuritiesare summarized as follows:

At December 31,2023, theCompany held $24.4millioninfixed income securities composed of U.STreasurysecurities, securities issued by U.S. Government agenciesand municipalities,and $4.7 millionissued by corporations with investmentgraderatings.Ofthe total, $10.6million is classified as short-term investmentsonthe Consolidated BalanceSheetsas maturities arelessthanone year in duration.Additionally,the Company holds$0.4millioninshort-terminvestments, which arerelated to time depositsheldwithvarious financialinstitutions. TheCompany also maintainsa $2.5 millionequity investment in anon-consolidatedsubsidiaryaccounted foronthe cost basisand held as along-term investment on the Condensed ConsolidatedBalanceSheet.

Forsecuritiesina loss position,the following tableshows theinvestments’gross unrealized loss andfairvalue,aggregated by investment category and length of time that individual securities have been in acontinuousunrealized loss position as of December 31,2023:

Theunrealized lossesinthe Company’sinvestmentsinU.S.TreasurySecuritiesand obligationsofU.S.Government agenciesand bonds from corporateissuers were caused by interest rate increases.AtDecember 31,2023, theCompany had28securitiesinanunrealized loss position.The corporatesecuritiesare highly ratedsecuritieswithnoindicatorsof potentialimpairment. Baseduponthe abilityand intent of theCompany to hold theseinvestments until maturity,and the underlyingcreditworthinessofthe issuers, thebonds were notconsideredtobeother-than-temporarily impaired at December 31,2023.

At December 31,2022, theCompany’s amortizedcostand fair values of fixedmaturitysecuritiesare summarized as follows:

At December 31,2022, theCompany held $21.0millioninfixed income securities composed of U.S. Treasury securities, securities issued by U.S.Governmentagenciesand municipalities,and $7.8 millionissued by corporations with investment graderatings.Ofthattotal,$6.4millionisclassified as short-term investmentsonthe Condensed Consolidated Balance Sheetasmaturitiesare less than oneyear,which also includes $5.6 millionthatisrelated to time deposits held with various financialinstitutions.

Thefollowing tableshows theinvestments’gross unrealized loss and fair value, aggregated by investment category and length of time that individualsecuritieshavebeen in acontinuous unrealizedlosspositionasofDecember31, 2022:

Theunrealized lossesinthe Company’sinvestmentsinU.S.TreasurySecuritiesand obligationsofU.S.Government agenciesand bonds from corporateissuers were caused by interest rate increases.AtDecember 31,2022, theCompany had33securitiesinanunrealizedlossposition. Thecorporate securities arehighlyrated securities with no indicators of potentialimpairment. Baseduponthe abilityand intent of theCompany to hold theseinvestmentsuntil maturity,and the underlyingcreditworthinessofthe issuers, thebonds were notconsideredtobeother-than-temporarily impaired at December 31,2022.

Theamortized cost and estimatedfairvalue of thefixed maturity securities at December 31,2023bycontractual maturity areset forthbelow:

Theamortized cost andestimatedfairvalue of thefixed maturity securities at December 31,2022bycontractualmaturity areset forthbelow:

Theexpectedmaturities in theforegoing tablemay differ from thecontractual maturities becausecertain borrowershave therighttocallorprepayobligations with or withoutpenalty

Proceedsfromthe salesand maturityofthe Company’s investment in fixedmaturitysecuritieswere$7.4million. This along with maturing time deposits of $5.8 million yielded totalcashproceeds from thesaleofinvestments of $13.2million in the period of January 1, 2023 to December 31,2023. Theseproceeds,along with othersources of cash were used to purchase an additional$7.2million of fixedmaturitysecuritiesand to fund certaingeneral corporatepurposes. Thegains and losses realized on thosesalesfor theperiodfromJanuary1,2023toDecember31, 2023 were insignificant

Proceedsfromthe salesand maturityofthe Company’s investment in fixedmaturitysecuritieswere$7.3million forthe year ended December 31,2022. This alongwithmaturingtimedepositsyielded totalcashproceedsfromthe sale of investments of $7.4 millioninthe period of January 1, 2022 to December 31,2022. Theseproceedswereusedtopurchaseanadditional $0.1 millionoffixed maturity securities andtofund certaingeneral corporatepurposes. Thegains andlossesrealizedon thosesales forthe period from January1,2022toDecember 31,2022wereinsignificant.

Realized gainsand lossesare reported on theConsolidated StatementofIncome, with thecostofsecuritiessold determined on aspecificidentificationbasis

At December 31,2023, investmentswitha fair valueofapproximately $4.3 millionwereondeposit with stateinsurance departmentstosatisfy regulatory requirements

NOTE 7Fixed Assets

FixedassetsatDecember31consisted of thefollowing:

NOTE 8Accrued Expenses andOther Liabilities

Accrued expensesand othercurrent liabilitiesatDecember31consisted of thefollowing:

(1)The Leaseliabilityisthe currentportion of theOperating leaseliabilities as reflectedinthe Consolidated BalanceSheetsasofDecember31, 2023 and 2022

NOTE 9Long-Term Debt

Long-termdebtatDecember31, 2023and 2022 consistedofthe following:

Note agreements: On March17, 2022,the Company completedthe issuanceof$600.0millionaggregate principalamount of theCompany’s 4.200% Senior Notesdue 2032 (the “2032Notes”) and $600.0 millionaggregateprincipal amount of the Company’s 4.950% Senior Notesdue 2052 (the “2052Notes,” andtogetherwiththe 2032 Notes, the“Notes”). Thenet proceeds to theCompany from theissuanceofthe Notes, afterdeducting underwritingdiscountsand estimatedoffering expenses,wereapproximately $1,178.2 million.The Senior Notesweregiven investment graderatings of BBB-stable outlookand Baa3 stable outlook. The2032Notes bearinterestatthe rate of 4.200% peryearand will mature on March17, 2032.The 2052 Notesbearinterestatthe rate of 4.950% peryearand will mature on March17, 2052.Interestonthe Notesispayablesemi-annually in arrears. TheNotes areseniorunsecured obligationsofthe Company andrankequal in rightofpayment to allofthe Company’sexistingand future senior unsecured indebtedness. TheCompany mayredeem the Notesinwhole or in part at anytimeand from time to time,atthe “makewhole”redemptionpricesspecified in the Prospectus Supplementfor theNotes being redeemed, plus accrued and unpaidinterestthereon to butexcluding the redemptiondate. TheCompany usedthe netproceedsfromthe offering of theNotes,togetherwithborrowingsunder its RevolvingCreditFacility, cash on hand andother borrowings,tofund thecashconsiderationand otheramounts payablein

connection with ouracquisition of GRPand to payfeesand expenses associated with theforegoing.AsofDecember31, 2023 andDecember 31,2022, therewas atotal outstandingdebtbalance of $1,200.0 millionexclusive of theassociated discount balanceonbothNotes

TheCompany also maintainsother notesfromother issuances aggregatingtoa totaloutstanding debt balance of $1,550.0 millionexclusive of theassociateddiscount balanceasofDecember 31,2023and December 31,2022.

Credit agreements: On May31, 2023,the Companyrepaidthe outstanding balanceof$202.5million on thetermloan(the “TermLoan”)associatedwiththe Term Loan CreditAgreement(the“Term Loan Credit Agreement”) whichwas enteredinto on December 21,2018withcashof$32.5 millionand $170.0 millionwithproceedsfromthe RevolvingCreditFacility. The Term Loan wasterminatedearly due to theagreement'sbenchmark referenceratetothe London Interbank OfferedRate (“LIBOR”)which wasdue to ceaseonJune30, 2023

On October27, 2021,the Company enteredintoanamended and restated creditagreement(the“Second Amended and Restated CreditAgreement”) with thelendersnamed therein, JPMorgan ChaseBank, N.A. as administrativeagent,Bank of America, N.A.,TruistBankand BMOHarrisBankN.A.asco-syndication agents, and U.S. Bank National Association, Fifth ThirdBank,National Association, WellsFargo Bank,NationalAssociation, PNCBank, NationalAssociation,MorganStanley Senior Funding,Inc.and Citizens Bank,N.A.asco-documentationagents. TheSecondAmendedand Restated Credit Agreement amended and restatedthe credit agreementdated April17, 2014,among certainofsuchparties,asamended by that certainamendedand restatedcreditagreement datedJune 28,2017(the“Original Credit Agreement”). TheSecond Amendedand Restated Credit Agreement, amongother certainterms,extendedthe maturity of theRevolving Credit Facilityof$800.0millionand unsecuredtermloans associated with theagreement of $250.0 milliontoOctober 27,2026. At thetimeofthe renewal, theCompany addedanadditional $2.7 millionindebtissuancecosts relatedtothe transaction. TheCompany carried forward$0.6millionofexistingdebtissuancecosts relatedtothe previous credit facility agreements while expensing$0.1millionindebt issuancecosts due to certainlendersexiting therenewed facility agreement. On February10, 2023,the Company enteredintoAmendmentNo.1("Amendment") of theSecondAmended and Restated CreditAgreement whichprovided that theovernight LIBORshouldbereplacedwitha successorrate. Theamendment also included additional termsand conditionsfor theSecured OvernightFinancingRate(“SOFR”)loans andRisk-free Reference Rate ("RFR")loans

On March31, 2022 (the "Effective Date"),the Companyentered into aLoanAgreement (the “LoanAgreement”) with the lendersnamed therein,BMO Harris Bank N.A.,asadministrativeagent,Fifth ThirdBank, NationalAssociation, PNC Bank, National Association, U.S. Bank National Associationand WellsFargo Bank,NationalAssociation,asco-syndicationagents and BMOCapital MarketsCorp.,BofASecurities, Inc.,JPMorganChase Bank,N.A.and Truist Securities,Inc., as joint bookrunnersand jointleadarrangers.The Loan Agreementevidences commitments for(i) unsecured delayed draw term loans in an aggregateamountofupto$300.0million (the “TermA-1 Loan Commitment”) and (ii) unsecured delayed draw term loansinanamountofupto$500.0million (the “TermA-2 Commitment”and,togetherwiththe Term A-1Loan Commitments, the“Term Loan Commitments”). TheCompany may, subjecttosatisfactionofcertain conditions,including receiptofadditional term loan commitmentsbynew or existing lenders,increaseeitherTermLoanCommitmentorthe term loans issued thereunderorissuenew tranchesoftermloans in an aggregateadditionalamount of up to $400.0 million. The Company mayborrowtermloans (the “TermLoans”) undereitherofthe Term Loan Commitmentsduringthe period from theEffective Date untilthe datewhich is thefirst anniversarythereof.The Term Loansissuedunder theTermA-1 Loan Commitment (“Term A-1Loans”) aredue and payableonthe date that is thethird anniversaryofthe EffectiveDateunless such maturity date is extended asprovidedunder theLoanAgreement. TheTermLoans issued underthe Term A-2Loan Commitment (“Term A-2Loans”) arerepayableininstallmentsuntil thefifth anniversarythe EffectiveDatewithany remainingoutstanding amountsdue andpayableonsuchfifth anniversaryofthe EffectiveDateunlesssuchmaturitydateis extended as provided underthe Loan Agreement. TheLoanAgreement includes variouscovenants (including financial covenants), limitationsand eventsofdefaultcustomary forsimilarfacilities forsimilarlyrated borrowers. As of December 31, 2023 and December 31,2022, therewas an outstandingdebtbalance issued under theTermA-1 Loans of $300.0 million. As of December 31,2023 therewas an outstanding loan balance on theTermA-2 Loans of $456.2 millionand as of December 31,2022 theoutstanding balanceonthe Term A-2Loans was$481.3million.

TheCompany also maintainsother credit agreements that includetermloans anda RevolvingCreditFacility, allhaving similarterms andcovenants. Theoutstanding balancesonthe othertermloans as of December 31,2023was $218.8 million and on December 31,2022, theoutstanding balanceonthese term loans was$444.4million.AsofDecember31, 2023 therewas $100.0 millionoutstanding balanceonthe Revolving CreditFacility and December 31,2022there wasno outstanding balanceonthe RevolvingCreditFacility

TheSecondAmendedand RestatedCreditAgreementand Loan Agreement requirethe Companytomaintaincertain financialratiosand comply with certainother covenants. TheCompany wasincompliancewithall such covenantsasof December 31,2023 and December 31,2022.

The1-month Term SOFR Rate forthe term loan and revolvingcreditfacility of theSecondAmendedand Restated Credit Agreement as of December 31,2023was 5.456% and 5.341% respectively. The1-month Term SOFR Rate forthe Term A-1 Loans is 5.455% and the1-month Term SOFR Rate forthe Term A-2Loans is 5.456% as of December 31,2023.

Interest paid in 2023,2022and 2021 was$185.8million, $120.1 million,and $61.5million, respectively.

At December 31,2023, maturities of long-termdebtwere$568.7million in 2024,$375.0millionin2025, $318.8 millionin

2026,$312.5millionin2027, $350.0 millionin2029, $700.0 millionin2031, $600.0 millionin2032, $600.0 millionin 2052.

Subsequent to December 31,2023, theCompany exerciseda draw down on theRevolvingCreditFacilityfor $150.0 million forgeneral corporatepurposes.

NOTE 10 Income Taxes

Significant components of theprovisionfor income taxesfor theyears ended December 31 areasfollows:

Areconciliation of thedifferencesbetween theeffective taxrateand thefederalstatutory taxratefor theyearsended December 31 is as follows:

Deferred income taxesreflect thenet taxeffects of temporarydifferences between thecarryingamounts of assets and liabilitiesfor financial reportingpurposesand thecorresponding amountsusedfor income taxreporting purposes

Significant components of theCompany’s netdeferredtax liabilitiesasofDecember31are as follows:

Income taxespaidin2023, 2022 and 2021 were $218.5 million, $124.9 millionand $147.5 million, respectively

At December 31,2023, forincometax reportingpurposes, theCompany hadnet operatinglosscarryforwards of $35.0 millionfor federal, no netoperating loss carryforwards forinternational jurisdiction and $80.1 millionnet operatingloss carryforwards forstate,portionsofwhich expire in theyears2024 andthereafter. Thestate carryforward amount is derived from theoperating resultsofcertain subsidiaries.During2022,the Companywas abletoutilizethe 2021net operatingloss carryforwardinCanada of $1.8 million.

Areconciliation of thebeginning and endingamount of unrecognizedtax benefitsisasfollows:

TheCompany recognizes interest andpenalties relatedtouncertain taxpositions in income taxexpense.AsofDecember 31,2023, 2022 and 2021 theCompany had$0.6million,$0.7millionand $0.3 millionofaccrued interest and penalties relatedtouncertain taxpositions,respectively.

Thetotal amount of unrecognized taxbenefitsthatwould affect theCompany’s effectivetax rate if recognized was$5.3 millionasofDecember 31,2023, $3.1 million as of December 31,2022and $0.9 million as of December 31,2021. The Company does notexpectits unrecognized taxbenefitstochangesignificantly over thenext12months.

TheCompany is subject to taxation in theUnitedStatesand variousstate jurisdictions. TheCompany is also subjectto taxation in variousinternational jurisdictionsthroughoutEuropeand Asia.Inthe United States,federal returnsfor fiscal years2020through 2023 remain open and subjecttoexamination by theInternalRevenue Service. TheCompany filesand remits stateincometaxes in variousstateswhere theCompany hasdetermineditisrequiredtofile stateincometaxes.The Company’s filingswiththose statesremainopenfor auditfor thefiscalyears 2019 through2023. TheCompany filesand remits income taxesinvarious internationaljurisdictions wherethe Companyhas determined it is required to file income taxes. TheCompany's filings with thosecountries remain open foraudit forthe fiscal years2018through 2023.The Company also operatesinBermuda andthe Cayman Islands. TheCompany is notsubjecttoany income taxesinthese countries.

During 2022,the Company came underaudit in theState of Massachusettsfor thefiscalyears 2018-2020. Asubsidiaryof theCompany is currently underauditinthe StateofMissourifor thefiscalyears 2019-2021

During 2023, theCompany settledthe previously disclosedState of Massachusetts income taxauditfor thefiscalyears 2015-2017,settled thepreviouslydisclosed StateofWisconsin audit forthe fiscal years2017-2020 andsettled the previously disclosedState of Missouriaudit forthe fiscal years2019-2021.There were no material adjustmentsasa result of thefinalizationofthese audits. During 2023,the StateofMichiganinitiated an auditonthe Companyfor thefiscalyears 2018-2021,and theState of California initiatedanaudit forthe fiscal years2020-2021.

In general,itisour practice andintentiontoreinvestthe earnings of ournon-U.S.subsidiariesinthose operations.The Companyhas determineditisnot practicaltodetermine theunrecognizeddeferredtax liabilities on theundistributed earnings from theCompany’s international subsidiaries as such earningsare considered to be indefinitelyreinvested.

NOTE 11 Employee SavingsPlan

TheCompany hasanEmployeeSavings Plan (401(k)) in whichsubstantially allemployees with more than 30 daysofservice are eligible to participate.Underthisplan, theCompany makesmatchingcontributions of up to 4.0% of each participant’sannual compensation.The Company’scontributionexpense to theplantotaled $51.5million in 2023 and$42.7 millionin2022.

NOTE 12 Stock-BasedCompensation PerformanceStock Plan

In 1996,the Companyadopted andthe shareholdersapproveda performancestock plan, under whichuntil thesuspension of theplanin2010, up to 28,800,000 PerformanceStock Plan (“PSP”)sharescould be grantedtokey employees contingent on theemployees’futureyearsofservice with theCompany and otherperformance-based criteria established by theCompensationCommittee of theCompany’s boardofdirectors.Beforeparticipantsmay take full titletoPerformance Stock, twovesting conditionsmustbemet.Ofthe grants currentlyoutstanding,specified portions satisfiedthe first condition forvesting basedupon20% incrementalincreases in the20-trading-dayaverage stockprice of Brown& Brown’s common stockfromthe priceonthe last businessday before dateofgrant.Performance Stockthathas satisfiedthe first vestingcondition is considered “awarded shares.” Awardedsharesare included as issued andoutstanding common stock shares andare includedinthe calculationofbasic and dilutednet income pershare.Dividends arepaidonawarded shares andparticipantsmay exercise voting privileges on such shares.Awarded shares satisfythe second conditionfor vestingon theearlier of aparticipant’s:(i) 15 yearsofcontinuousemployment with Brown& Brownfromthe datesharesare granted to theparticipants(or,inthe case of theJuly2009grant to Powell Brown, 20 years),(ii)attainment of age64(on aprorated basis corresponding to thenumber of yearssince thedateofgrant), or (iii)death or disability. On April28, 2010,the PSP wassuspendedand any remainingauthorized, butunissued shares,aswellasany shares forfeitedinthe future,were reserved for issuance under the2010Stock Incentive Plan (the “2010SIP”)

At December 31,2023, 10,155,094 shareshad been granted,net of forfeitures, underthe PSP. As of December 31,2023, 167,772 shares hadmet thefirst conditionofvesting andhad been awarded, and9,987,322 shares hadsatisfied both conditionsofvesting and hadbeen distributedtoparticipants. Of thesharesthathavenot vested as of December 31,2023, theinitial stockpricesrangedfrom$8.89 to $10.31

TheCompany usesa path-dependentlattice modeltoestimatethe fair valueofPSP grantsonthe grantdate.

Asummary of PSPactivityfor theyears endedDecember31, 2023,2022and 2021 is as follows:

Thetotal fair valueofPSP grantsthatvestedduringeachofthe yearsended December 31,2023, 2022 and2021was $30.6million, $6.3 millionand $2.3 million, respectively.

StockIncentive Plans

On April28, 2010,the shareholders of theCompany approved the2010Stock IncentivePlan(“2010SIP”),which was suspended May1,2019. On May1,2019, theshareholdersofthe Companyapprovedthe 2019 StockIncentivePlan(“2019 SIP”)thatprovides forthe grantingofrestrictedstock,restrictedstock units, stockoptions,stock appreciation rights and otherstock-basedawardstoemployees anddirectors contingent on performance-based and/or time-based criteria establishedbythe Compensation Committeeofthe Company’s boardofdirectors.Inaddition,the 2019 SIPprovides fora limited delegation of authority of theCompany’s chiefexecutive officertogrant awards to individualswho arenot subjectto Section16ofthe Securities Exchange Actof1934. Theprincipal purposeofthe 2019 SIPistoattract,incentivize and retain keyemployees by offering thosepersons an opportunity to acquireorincreasea direct proprietaryinterestinthe Company’s operations and future success.The number of shares of stockreservedfor issuance under the2019SIP is 2,283,475shares, plus any shares that areauthorizedfor issuanceunder the2010SIP (described below), andnot already subjecttograntsunderthe 2010 SIP, and that were outstanding as of May1,2019, thedateofsuspensionofthe 2010 SIP, together with PSPshares, 2010 SIPsharesand 2019 SIPsharesforfeited afterthatdate. As of May1,2019, 6,957,897 shares were availablefor issuanceunderthe 2010SIP,which were then transferredtothe 2019 SIP.

TheCompany hasgranted restricted shareawards(includingbothrestrictedstock andrestrictedstock units) to ouremployees in theformoftime-based grants and performance-based grantsunderthe 2010 SIPand 2019 SIP. To date,a substantial majority of restricted sharegrantstoemployees underthese plansvestin5 years. Theperformance-based grants aresubject to theachievement of certainperformance criteria by grantees,which mayinclude growth in adefined book of business, OrganicRevenue growth of theCompany andconsolidateddiluted netincomeper sharegrowthatcertain levels of the Company.The performancemeasurement period ranges from 3to5 years. Beginning in 2016,certain performance-based grants have apayoutrange between 0% to 200% depending on theachievement againstthe stated performancetarget. Prior to 2016,the majorityofthe grants hada binary performancemeasurement criteria that only allowedfor 0% or 100% payout Non-employeemembersofthe boardofdirectors received shares annually issued pursuant to the2019SIP as part of their annual compensation. Atotal of 16,857 shares were issued in May2021, 15,003 shares were issued in May2022and 16,632 shares were issued in May2023.

TheCompany uses theclosing stockprice on theday before thegrant date to determinethe fair valueofgrantsunder the 2010 SIPand 2019 SIPand then applies an estimated forfeiture factor to estimate theannualexpense. Additionally,the Company uses thepath-dependent lattice model to estimate thefairvalue of grantswithPSP-type vestingconditionsasof thegrant date. SIPsharesthatsatisfied thefirst vestingcondition forPSP-typegrantsorthe establishedperformance criteria areconsideredawarded shares. Awardedsharesunder restricted stockawardsare included as issued and outstandingcommonstock shares andare included in thecalculation of basic and dilutednet income pershare.

Asummary of 2010 SIPand 2019SIP activity forthe yearsendedDecember31, 2023,2022and 2021 is as follows:

938,268performance-based shares grantedin2021, thepayoutfor 486,679sharesmay be increasedupto200%ofthe target or decreasedto zero,21,651sharesmay be increasedupto120%ofthe target or decreasedtozeroand 3,886 shares maybeincreased up to 150% or decreasedto50% of target subjecttothe levelofperformance attained.The amount reflectedinthe tableincludesall time-based sharegrantsata target payout of 100%

(2)Ofthe 784,811performance-based shares grantedin2022, thepayoutfor 378,836sharesmay be increasedupto200%ofthe target or decreasedto zero and15,114sharesmay be increasedupto120%ofthe target or decreasedtozero. Theamountreflected in thetable includes alltime-basedshare grants at atargetpayoutof100%.

(3)Ofthe 1,323,088performance-based shares grantin2023, thepayoutfor 615,575sharesmay be increasedupto200%ofthe target or decreasedto zero and17,338 shares maybeincreased up to 120% of thetargetordecreased to zero.The amount reflectedinthe tableincludesall time-based share grants at atargetpayoutof100%.

Thefollowing tablesetsforth informationasofDecember 31,2023, 2022 and2021, with respecttothe number of time-based restricted shares grantedand awarded, thenumberofperformance-based restricted shares granted, andthe number of performance-based restricted shares awarded underour Performance StockPlanand 2010 and 2019 StockIncentive Plans:

(1)Ofthe 1,323,088performance-based shares grantedin2023, thepayoutfor 615,575sharesmay be increasedupto200%ofthe target or decreasedto zero and17,338sharesmay be increasedupto120%ofthe target or decreasedtozero. Theamountreflected in thetable includes alltime-basedshare grants at atargetpayoutof100%.

(2)Ofthe 784,811performance-based shares grantedin2022, thepayoutfor 378,836sharesmay be increased up to 200% of thetargetordecreased to zero and15,114sharesmay be increasedupto120%ofthe target or decreasedtozero. Theamount reflectedinthe tableincludesall time-based share grants at atargetpayoutof100%.

(3)Ofthe 938,268performance-based shares grantedin2021, thepayoutfor 486,679sharesmay be increasedupto200%ofthe target or decreased to zero,21,651sharesmay be increasedupto120%ofthe target or decreasedtozeroand 3,886 shares maybeincreased up to 150% or decreasedto50% of target subjecttothe levelofperformance attained.The amount reflectedinthe tableincludesall time-based sharegrantsata target payout of 100%

At December 31,2023, 4,238,212shareswereavailablefor future grantsunder the2019SIP.Thisamount is calculated assuming themaximum payout forall grants.

Employee StockPurchasePlan

TheCompany hasa shareholder-approved Employee StockPurchasePlan(“ESPP”)witha totalof34,000,000authorized shares of which2,991,813 were availablefor future subscriptionsasofDecember 31,2023. Employees of theCompany who regularlywork20hours or more perweekare generallyeligible to participateinthe ESPP. Participants,through payroll deductions, mayallot up to 10%oftheir compensation towardsthe purchase of amaximum of $25,000worth of Company stockbetween August 1stofeachyearand thefollowing July 31st (the “SubscriptionPeriod”)ata cost of 85%ofthe lower of thestock priceasofthe beginning or endofthe Subscription Period

TheCompany estimatesthe fair valueofanESPPshare option as of thebeginning of theSubscriptionPeriodasthe sumof: (i)15% of thequotedmarketprice of theCompany’s stockonthe dayprior to thebeginning of theSubscriptionPeriod, and (ii) 85%ofthe valueofa one-year stockoptiononthe Company stockusing theBlack-Scholes option-pricing model. The estimatedfairvalue of an ESPP shareoptionasofthe Subscription Periodbeginning in August 2023 was$18.13. Thefair values of an ESPP shareoptionasofthe Subscription Periodsbeginning in August 2022 and2021,were$15.81and $11.60, respectively.

Forthe ESPP plan yearsended July 31,2023, 2022 and2021,the Company issued 743,856, 791,842and 850,956shares of common stock, respectively.These shares were issued at an aggregatepurchaseprice of $39.9million, or $53.70 per share, in 2023,$36.5 million, or $46.10 pershare,in2022and $32.9million,or$38.70per share, in 2021.

Forthe five months endedDecember 31,2023, 2022 and 2021(portions of the2023-2024,2022-2023 and 2021-2022 plan years),330,599,338,498 and 354,911sharesofcommonstock (fromauthorizedbut unissued shares), respectively, were subscribed to by ESPP participantsfor proceeds of approximately$19.7 million, $18.2millionand $16.4million, respectively.

SummaryofNon-CashStock-Based Compensation Expense

Thenon-cashstock-basedcompensationexpensefor theyearsendedDecember 31 is as follows: (inmillions) 2023

2022

2021

SummaryofUnamortized Compensation Expense

As of December 31,2023,the Companyestimates theretobe$205.1millionofunamortized compensation expenserelated to allnon-vestedstock-basedcompensationarrangements granted under theCompany’s stock-based compensationplans, baseduponcurrent projectionsofgrant measurementagainst performancecriteria. That expenseisexpectedtobe recognized over aweightedaverage period of 3.53 years.

NOTE 13 SupplementalDisclosures of Cash Flow Informationand NonCash Financingand InvestingActivities

Throughout 2020, theCompany deferred$31.1 million in employer-onlypayroll taxpaymentsasallowedunder the CoronavirusAid,Relief, andEconomicSecurityAct (the “CARES”Act), whichwas signed into lawonMarch 27,2020.

During 2023, therewerenoadditional deferrals underthe CARESAct.The Companypaidthe firstinstallment of approximately$15.6 millioninDecember2021and thesecondinstallment of approximately$15.6 millioninDecember 2022.

During thesecondquarterof2021, theCompany received an $8.1 millionreimbursement forcapitalizable costsofpublic infrastructureimprovementsrelatedtothe constructionofthe Company's headquarters in accordance with an economic development grantagreement between theCompany andthe City of DaytonaBeach andVolusia County.The reimbursement hasbeen reflectedasa reductiontothe additionstofixed assetlineitemonthe Consolidated Statements of Cash Flowsfor theyearended December 31,2021.

During 2023,the Company hadanimpactof$33.9 millionofforeign exchange rate changes on cash and cash equivalents inclusiveoffiduciary cash reported on itsConsolidated Statements of Cash Flowswhich is primarilydue to theincreasein currencyexchangerates forBritish poundsand, to alesserextent, euro andCanadiandollar.

During 2023, theCompany accruedfor and deferred$121.0million relatedtocertain federalincometax payments due to Hurricane Idalia taxrelief, whichwas announced by theInternalRevenue ServiceonAugust30, 2023.These deferred income taxpaymentswerepaidbythe deadlineofFebruary15, 2024.OnMarch 15,2023, theCompany paid $31.2million of accrued federal income taxpaymentsdeferredfromthe fourth quarterof2022related to similartax reliefannounced by theInternal Revenue ServiceonSeptember 29,2022and associated with Hurricane Ian.

TheCompany’s cash paid duringthe period forinterestand income taxesare summarized as follows:

TheCompany’s significant non-cash investingand financingactivitiesare summarized as follows:

Ourfiduciary cash

balanceiscomposedoffundsheldinseparatepremium trust accounts as required by statelaw or,in some cases, peragreement with ourcarrier partners. Thefollowing is areconciliationoffiduciary cash as of December 31, 2023,2022 and 2021 BalanceasofDecember31,

TheCompany's fiduciary cash increasedasofDecember31, 2022 compared to December 31,2021primarily dueto businessesacquiredduring2022. BalanceasofDecember31,

NOTE 14 Commitments andContingencies

Legal Proceedings

TheCompany recordslossesfor claims in excess of thelimitsof, or outsidethe coverage of,applicableinsuranceatthe time and to theextenttheyare probableand estimable. In accordancewithASC Topic450-Contingencies,the Company accrues anticipatedcosts of settlement,damages,lossesfor liabilityclaimsand,under certainconditions, costsofdefense, based upon historical experience or to theextentspecificlossesare probableand estimable. Otherwise, theCompany expenses thesecosts as incurred. If thebestestimateofa probable loss is arange rather than aspecificamount, the Company accruesthe amount at thelower endofthe range.

TheCompany’s accrualsfor legalmatters that were probableand estimablewerenot material at December 31,2023and 2022.Wecontinuetoassesscertain litigation and claims to determinethe amounts, if any, that management believeswill be paid as aresultofsuchclaimsand litigation and, therefore, additional losses maybeaccrued and paid in thefuture, whichcould adversely impact theCompany’s operatingresults,cashflows andoverall liquidity. TheCompany maintains third-party insurancepoliciestoprovide coverage forcertain legalclaims, in an effort to mitigate itsoverall exposure to unanticipated claims or adversedecisions.However,as(i) oneormoreofthe Company’sinsurance carriers couldtakethe position that portionsofthese claims arenot coveredbythe Company’s insurance, (ii) to theextentthatpaymentsare made to resolveclaimsand lawsuits,applicable insurancepolicylimitsare eroded and(iii) theclaimsand lawsuits relating to thesematters arecontinuingtodevelop,itispossiblethatfutureresults of operations or cash flowsfor anyparticular quarterlyorannual period couldbe materially affected by unfavorable resolutionsofthese matters. Baseduponthe AM Best Companyratings of thesethird-party insurers,managementdoesnot believe thereisa substantialriskofaninsurer’s material non-performancerelatedtoany current insuredclaims.

On thebasis of currentinformation,the availabilityofinsurance and legaladvice, in management’s opinion, theCompany is notcurrently involved in anylegal proceedingswhich,individuallyorinthe aggregate, wouldhavea material adverseeffect on itsfinancial condition,operationsand/orcashflows

NOTE 15 Leases

Substantially allofthe Company's leases areclassifiedasoperating leases and primarilyrepresent real estate leases for office spaceusedtoconduct theCompany's businessthatexpireonvarious dates through2041. Leases generally contain renewal optionsand escalation clauses baseduponincreases in thelessors’operating expenses and othercharges.The Company anticipatesthatmostofthese leaseswillberenewed or replaced upon expiration

TheCompany assesses atinception of acontractifitcontainsa lease. This assessment is based on:(i) whetherthe contract involves theuse of adistinctidentifiedasset,(ii) whetherthe Company obtainsthe righttosubstantially allthe economic benefit from theuse of theasset throughout theperiod, and (iii)whether theCompany hasthe righttodirectthe useofthe asset.

Theright-of-useasset is initially measured at cost,which is primarily composed of theinitial leaseliability, plus anyinitial direct costsincurred, less anyleaseincentivesreceived. Theleaseliabilityisinitially measured at thepresent valueofthe minimumleasepaymentsthrough thetermofthe lease. Minimumleasepaymentsare discounted to presentvalue using theincremental borrowingrateatthe leasecommencementdate, whichapproximatesthe rate of interest theCompany expectstopay on asecured borrowinginanamountequal to theleasepaymentsfor theunderlying assetunder similar termsand economic conditions. TheCompany haselected nottorecognize right-of-use assets and leaseliabilitiesfor short-term leases that have atotal term of 12 months or less.The effect of short-term leases on theCompany’s right-of-use assetand leaseliability wouldnot be significant.The balancesand classification of operatinglease right-of-use assets and operatingleaseliabilities within theConsolidated BalanceSheetsasofDecember 31,2023and 2022 is as follows:

As of December 31,2023, theCompany hasentered into future leaseagreementsexpectedtocommencein2024 consisting of undiscountedleaseliabilities of $11.4million.

Variableleasecostrepresentslease payments that arebased on an indexorsimilar rate.Theyare initially measured using theindexorrateineffectatlease commencementand arebased on theminimum paymentsstatedinthe lease. Additional paymentsbased on thechangein an indexorrate, or payments basedona change in theCompany's portionofthe operatingexpenses,including real estatetaxes andinsurance, arerecorded as aperiodexpense when incurred.

Leaseexpense foroperating leases consists of thelease payments,inclusive of leaseincentives,plusany initialdirect costs, andisrecognizedona straight-linebasis over theleaseterm. Includedinlease expenseare anyvariablelease paymentsincurredinthe period that were notincluded in theinitial leaseliability

Thecomponentsofleasecostfor operatingleasesfor the12monthsendedDecember 31,2023and 2022 were:

Theweightedaverage remaininglease term andthe weighted averagediscountratefor operatingleases as of December 31,2023were:

Maturities of theoperating leaseliabilitiesbyfiscalyear at December 31,2023for theCompany's operatingleasesare as follows:

NOTE 16 SegmentInformation

Brown& Brown’sbusinessisdivided into four reportablesegments: (i)the Retail segment,which provides abroad rangeof insuranceproducts and services to commercial,public and quasi-public entities,and to professional and individual customers, and non-insurancerisk-mitigating products throughour F&Ibusinesses, (ii) theNationalProgramssegment, whichactsasanMGU,providesprofessional liabilityand relatedpackage products forcertain professionals, arange of insuranceproducts forindividuals,flood coverage,and targeted products andservicesdesignatedfor specific industries, trade groups,governmentalentitiesand market niches,all of whichare deliveredthrough nationwide networks of independent agents, and Brown& Brownretail agents,(iii) theWholesale Brokeragesegment,which marketsand sells excess and surpluscommercialand personal lines insurance, primarily throughindependentagentsand brokers, as well as Brown& Brownretail agents, and (iv) theServicessegment,which provides insurance-relatedservices, including third-party claims administrationand comprehensivemedicalutilizationmanagement services in both theworkers’compensationand all-lines liabilityarenas, as well as Medicare Set-asideservices, Social Security disability and Medicare benefits advocacy services and claims adjusting services.

Brown& Brownconducts most of itsoperationswithinthe United States of America. Internationaloperationsinclude Retail operations in Bermuda, Canada, Cayman Islands,RepublicofIreland andthe United Kingdom; NationalPrograms operations in Canada, France,Germany,HongKong, Italy, Malaysia,the Netherlands,UnitedArabEmiratesand theUnited Kingdom; and Wholesale Brokerageoperationsbased in Belgium, Hong Kong,Italy and theUnitedKingdom.These operations earned$527.0million, $240.6 millionand $78.0million of totalrevenues forthe yearsended December 31, 2023,2022and 2021,respectively.

Theaccountingpoliciesofthe reportable segments arethe same as thosedescribed in Note 1. TheCompany evaluates the performanceofits segments based upon revenuesand income before income taxes. Intersegment revenues are eliminated.

Summarized financialinformation concerningthe Company’s reportablesegmentsisshown in thefollowing table. The “Other”columnincludes any income and expensesnot allocatedtoreportablesegmentsand corporate-relateditems, including theintercompany interest expensechargetothe reportingsegment

Year EndedDecember31, 2023

Year EndedDecember31, 2022

Year EndedDecember31, 2021

Historically,the totalassetsbalanceinthe “Other”columnhas been negative, reflecting thehistoricalaccumulationofthe purchase pricefor acquisitions whichare funded at thecorporate level, netofa portionreturnedtoCorporate through intercompany interest charges, as well as thehistoricalaccumulationofpaymentsfor income taxes, dividends, and share repurchaseswhich arepaidbyCorporate,but notpusheddowntothe segments

NOTE 17 InsuranceCompany Subsidiary Operations

TheNational FloodInsurance Program(“NFIP”)isa programadministeredbythe FederalEmergencyManagementAgency (“FEMA”) wherebythe Company sells and services NFIP floodinsurance policiesonbehalfofFEMAand receives fees forits services.Congressional authorization forthe NFIP is periodically evaluatedand maybesubjecttopotentialgovernment shutdowns. TheCompany sellsexcessflood policies whichare 100% cededtoa highly ratedreinsurance carrier.The Company also operatestwo Captives forthe purposeoffacilitatingadditional underwritingcapacityand to participateina portionofthe underwritingresults.One Captiveparticipatesona quotashare basis forpoliciesplacedbycertain of our MGUbusinessesthatare currently focusedonpropertyinsurance forearthquakeand wind exposedpropertieswitha portionofpremiumsceded to reinsurancecompanies,limiting, butnot fully eliminatingthe Company'sexposureto underwritinglosses. Theother Captive participatesthrough excess of loss reinsurancelayersassociatedwithone of our MGUbusinessesfocused on placements of personal property,excluding flood, primarily in thesoutheasternUnitedStates with onelayer of perriskexcessreinsurance andthree layers of catastrophe("CAT") peroccurrencereinsurance. Allfour layers have limited reinstatements and thereforehavecapped, maximumaggregatelimits. Theeffects of reinsuranceon premiums writtenand earnedare as follows:

2023 2022

Allpremiumswritten bythe Company underthe NFIP are100.0%ceded to FEMA,for whichWNFIC received a29.7% gross expenseallowancefromJanuary1,2023through September 30,2023and a29.5% grossexpense allowancefrom October1,2023through December 31,2023. As of December 31,2023and 2022,the Company ceded $883.4 millionand $738.0millionofwritten premiums to FEMA,respectively.

As of December 31,2023, theCondensedConsolidated BalanceSheetscontained Reinsurancerecoverableof$125.1 millionand Prepaidreinsurancepremiumsof$460.9millionwhich arerelated to theWNFIC business.AsofDecember31, 2022,the Consolidated BalanceSheetscontained reinsurancerecoverable of $826.2 million andprepaid reinsurance premiums of $381.8 million. Therewas no netactivityinthe reservefor losses andlossadjustmentexpense forthe years ended December 31,2023and 2022,asWNFIC’s direct premiums writtenwere100.0%ceded to tworeinsurers. The balanceofthe reservefor lossesand loss adjustment expensefor theWNFIC,excluding relatedreinsurancerecoverable, was$125.1millionasofDecember 31,2023and $826.2 millionasofDecember31, 2022

WNFICmaintains capitalinexcessofminimum statutoryamountof$7.5millionasrequiredbyregulatoryauthorities.The statutorycapital andsurplus of WNFICwas $39.1millionasofDecember31, 2023 and$31.8 millionasofDecember31, 2022.AsofDecember31, 2023 and 2022,WNFIC generatedstatutory net income of $7.5 millionand $1.3 million, respectively.The maximumamount of ordinarydividends that WNFICcan paytoshareholdersina rolling12month period is limited to thegreater of 10.0%ofstatutory adjustedcapital andsurplus or 100.0% of adjustednet income.OnApril 28, 2023,WNFIC paid an ordinarydividend of $3.1 million.The dividend wasdeclaredand approved by theWNFIC Boardof Directors on March17, 2023.There wasnodividendpayoutin2022.The maximumdividendpayouts that maybemadein 2023 and 2024without priorapprovalis$3.2millionand $7.5 million, respectively.

In December 2021,the initialfunding to capitalizethe quotashare Captive was$5.9million.Thiscapital in additionto currentearningsof$2.5million throughDecember31, 2023 is considered at risk forloss. Assumednet writtenand net earned premiums forthe quotashare Captivefor the12monthsendedDecember 31,2023were$57.6 millionand $24.2 million, respectively. Forthe 12 months endedDecember31, 2023,the ultimate loss expenseinclusive of incurred but not reported ("IBNR") claims was$7.2million,ofwhich $3.9 million is relatedtothe estimatedinsured lossesfromHurricane Ian. In connection with theestimated IBNR from Hurricane Ianclaims, $0.1 millionwas recorded as estimatedreinsurance recoverablefor anet expected loss of $3.8 million.AsofDecember 31,2023, reported insuredlossesassociated with Hurricane Ianare $1.9 million. As of December 31,2023the Consolidated BalanceSheetscontained prepaidreinsurance premiums of $0.6 millionrelated to theCaptive and deferred acquisitioncosts of $31.0millionand reservefor losses and loss adjustment expense,excluding relatedreinsurance recoverablewas $4.0 million. Thefirst collateralreleaseis

expected in 2024 and is basedonanIBNRfactortimes earned premiumcomparedtothe current collateral balance. Theexcessoflosslayer Captivewas renewedinJune 2023 with underlyingreinsurance treatieseffectivefromJune 1 throughMay 31,2024. This Captive’smaximum underwritingexposureis$3.0million. Assumednet earned premiums for thecaptive forthe year endedDecember31, 2023 andDecember 31,2022were$3.5and 5.8million, respectively.Asof December 31,2023 and December 31,2022, theConsolidated BalanceSheetscontained thereserve forlossesand loss adjustment expenseof$2.3millionand $4.5 million, respectively.

NOTE 18 Shareholders’Equity

Under theauthorization from theCompany’s boardofdirectors,sharesmay be purchasedfromtimetotime, at the Company’s discretion and subjecttothe availability of stock, market conditions,the tradingprice of thestock,alternative uses forcapital,the Company’sfinancialperformance andother potentialfactors.These purchasesmay be carriedout throughopenmarketpurchases,block trades,accelerated sharerepurchaseplans of up to $100.0 millioneach(unless otherwiseapproved by theboard of directors),negotiatedprivate transactionsorpursuanttoany trading plan that maybe adopted in accordance with Rule 10b5-1 of theSecuritiesExchangeAct of 1934.OnMay 1, 2019,the Company's boardof directorsauthorizedthe purchasing of up to an additional $372.5 millionofthe Company'soutstanding common stock.

During 2023,the Company repurchased2,100 shares at an averageprice of $53.84 fora totalcostof$0.1millionunder the current sharerepurchaseauthorization.During2022, theCompany repurchased1,164,009 shares at an averageprice of $63.62 fora totalcostof$74.1 million underthe currentshare repurchase authorization. At December 31,2023, the remainingamountauthorizedbyour boardofdirectors forshare repurchaseswas approximately$249.5million. Underthe authorizedrepurchaseprograms, theCompany hasrepurchased approximately19.7millionsharesfor an aggregatecostof approximately$748.1millionbetween 2014 and 2023

During 2023,the Companypaidacumulativedividend of $0.475 pershare fora totalof$135.0million. During 2022,the Companypaida cumulative dividend of $0.423 pershare fora totalof$119.5million. On January 17,2024the boardof directorsapproved adividendof$0.1300 pershare payableonFebruary14, 2024 to shareholders of record on February2, 2024

During 2023,the Company issued 261,614sharesvalued at $18.3million associated with businesscombinations. During 2022,the Company issued 252,802sharesvalued at $14.7millionassociatedwithbusinesscombinations.

ReportOfIndependent Registered Public Accounting Firm

To theshareholdersand theBoard of DirectorsofBrown &Brown,Inc.

Opiniononthe Financial Statements

We have auditedthe accompanyingconsolidated balance sheetsofBrown &Brown,Inc.and subsidiaries (the "Company") as of December 31,2023and 2022,the relatedconsolidated statements of income,comprehensiveincome, shareholders' equity,and cash flows, foreachofthe threeyears in theperiodendedDecember31, 2023,and therelated notes (collectivelyreferredtoasthe "financialstatements"). In ouropinion,the financialstatementspresent fairly,inall material respects,the financial position of theCompany as of December 31,2023and 2022,and theresults of itsoperationsand its cash flowsfor each of thethree yearsinthe period endedDecember 31,2023, in conformity with accountingprinciples generallyaccepted in theUnitedStatesofAmerica

We have also audited, in accordancewiththe standards of thePublic CompanyAccountingOversight Board(United States) (PCAOB), theCompany's internal controloverfinancialreporting as of December 31,2023, based on criteria establishedin Internal Control— Integrated Framework (2013) issued by theCommittee of SponsoringOrganizations of theTreadway Commission and ourreportdatedFebruary22, 2024,expressed an unqualifiedopinion on theCompany's internal control over financialreporting.

Basisfor Opinion

Thesefinancialstatementsare theresponsibilityofthe Company's management.Our responsibility is to expressanopinion on theCompany's financialstatementsbased on ouraudits. We area public accounting firm registered with thePCAOB and arerequiredtobeindependent with respecttothe Company in accordance with theU.S.federalsecuritieslawsand theapplicablerulesand regulationsofthe Securities andExchangeCommissionand thePCAOB

We conductedour audits in accordancewiththe standardsofthe PCAOB. Thosestandards requirethatweplanand performthe audit to obtain reasonableassuranceabout whetherthe financialstatementsare free of material misstatement, whetherdue to errororfraud.Our auditsincludedperformingprocedures to assess therisks of material misstatement of thefinancialstatements, whetherdue to errororfraud,and performing procedures that respondtothose risks. Such proceduresincludedexamining,ona test basis, evidence regardingthe amountsand disclosuresinthe financial statements.Our audits also included evaluatingthe accountingprinciplesusedand significantestimates made by management,aswellasevaluatingthe overall presentation of thefinancialstatements. We believethatour audits providea reasonablebasis forour opinion.

Critical AuditMatter

Thecriticalauditmattercommunicatedbelow is amatterarising from thecurrent-periodauditofthe financialstatements that wascommunicatedorrequired to be communicatedtothe auditcommittee andthat(1) relatestoaccounts or disclosuresthatare material to thefinancial statements and (2)involvedour especially challenging, subjective,orcomplex judgments. Thecommunication of critical auditmatters does notalter in any wayour opiniononthe financialstatements, takenasa whole, andweare not, by communicating thecriticalaudit matter below, providinga separate opiniononthe critical auditmatteroronthe accountsordisclosures to whichitrelates.

Business Combinations —Purchased Customer Accounts— RefertoNote3 to theconsolidated financialstatements

TheCompany acquired theassets andliabilities of 7insuranceintermediaries, thestock of 22 insuranceintermediaries, and 4books of businesses(customer accounts) during theyear ended December 31,2023. TheCompany accountedfor these acquisitions underthe acquisitionmethodofaccountingfor businesscombinations.Accordingly,the purchase pricewas allocatedtothe assets acquired and liabilities assumedbased on theirrespectivefairvalues, includingpurchased customer accountsof$167.4million. Purchased customer accounts arerecorded at fair valuewhich is determinedbycalculating the present valueofthe underlying cash flowsexpectedtobereceivedoverthe estimatedfuturedurationofthe acquired customer relationships. Thefairvalue determinationofthe purchasedcustomeraccountsrequiredmanagementtomake significant estimatesand assumptionsrelated to revenuegrowthrates andthe selectionofthe discount rate

Giventhe high degreeofauditorjudgment required to evaluatecertain assumptionsusedtoestimatethe acquisition-date fair valueofpurchased customer account intangible assets,weidentifiedthe evaluation of therevenue growth ratesand discount rate used in thevaluationasa critical auditmatter. Theestimated fair valueissensitive to changes to these assumptions.

HOWTHE CRITICAL AUDITMATTERWAS ADDRESSEDINTHE AUDIT

Ourauditproceduresrelated to therevenue growth ratesand selectionofthe discount rate forthe purchasedcustomer accountsincluded thefollowing,among others:

• We tested theeffectivenessofcontrolsoverthe valuationofthe purchasedcustomeraccounts, including management’s controls over revenue growth ratesand selectionofthe discount rate

• Fora sample of acquisitions,weassessedthe reasonablenessofmanagement’s revenue growth ratesby comparingthe projectionstohistoricalresults of theacquiredbusinessesand historical performanceofthe Company as well as industryand macroeconomicconditions. We also evaluated whetherthe estimatedrevenue growth rateswereconsistentwithevidenceobtained in otherareas of theaudit.

• Fora sample of acquisitions,weinvolvedvaluation specialists with specialized skillsand knowledge, to assist in the evaluationofthe reasonablenessofthe (1)valuationmethodology and (2)discount rate by:

• Testingthe source informationunderlyingthe determination of thediscountrateand developinga rangeof independent estimatesand comparingthose to thediscount rate selected by management.

• Comparingthe WACC,internalrateofreturn(IRR),and weighted averagereturnonassets(WARA)toeachother to determine if thetotal considerationpaid, cash flow projections, and discount rates, and otherinputs/assumptionsin thevaluation modelswereconsistent with each otherand testingthe mathematical accuracy of thecalculation

Tampa, Florida

February22, 2024

We have served as theCompany's auditor since2002.

ReportOfIndependent Registered Public Accounting Firm

To theshareholdersand theBoard of DirectorsofBrown &Brown,Inc

OpiniononInternal ControloverFinancial Reporting

We have auditedthe internal controloverfinancial reportingofBrown &Brown,Inc.(the“Company”)and subsidiaries as of December 31,2023,based on criteria establishedinInternalControl —IntegratedFramework (2013) issued by the CommitteeofSponsoringOrganizations of theTreadway Commission (COSO).Inour opinion, theCompany maintained, in allmaterialrespects, effectiveinternalcontrol over financialreporting as of December 31,2023, basedoncriteria establishedinInternal Control— Integrated Framework(2013)issued by COSO

We have also audited, in accordancewiththe standards of thePublic CompanyAccountingOversight Board(United States) (PCAOB), theconsolidated financialstatementsasofand forthe year endedDecember 31,2023, of theCompany and our report datedFebruary 22,2024expressed an unqualifiedopinion on thosefinancial statements.

As described in Management’sReportonInternal ControloverFinancialReporting,managementexcludedfromits assessment theinternalcontrol over financialreporting at Kentro CapitalLimited,BerkeleyInsurance GroupLimited and 22 of the31entitiesacquiredwithtotal considerationoflessthan$50 millionper acquisitionduring2023asdescribed in Note 3tothe consolidated financialstatements, and whosefinancialstatementsconstitute1.5%oftotal assets,1.5%ofrevenues, and 1.9% of net income of theconsolidatedfinancialstatement amountsasofand forthe year ended December 31,2023 Accordingly, ouraudit didnot include theinternalcontrol over financial reportingofthese acquired entities.

Basisfor Opinion

TheCompany’s management is responsiblefor maintainingeffective internal controloverfinancialreporting and forits assessment of theeffectivenessofinternal controloverfinancialreporting,includedinthe accompanying Management’s Report on Internal ControlOverFinancial Reporting.Our responsibilityistoexpress an opiniononthe Company’sinternal controloverfinancialreporting based on ouraudit.Weare apublic accounting firm registered with thePCAOB and are required to be independent with respecttothe Company in accordancewiththe U.S. federalsecuritieslawsand the applicablerules and regulationsofthe Securities and ExchangeCommissionand thePCAOB

We conductedour auditinaccordancewiththe standardsofthe PCAOB. Thosestandards requirethatweplanand perform theaudittoobtainreasonableassurance aboutwhether effectiveinternal controloverfinancial reportingwas maintained in allmaterialrespects. Ouraudit included obtaininganunderstanding of internal controloverfinancial reporting, assessingthe risk that amaterialweaknessexists, testingand evaluatingthe designand operatingeffectiveness of internal controlbased on theassessedrisk, and performing such otherproceduresasweconsidered necessaryinthe circumstances.Webelieve that ouraudit provides areasonable basis forour opinion.

Definition andLimitations of Internal ControloverFinancial Reporting

Acompany’s internal controloverfinancialreporting is aprocess designed to providereasonableassuranceregarding the reliabilityoffinancialreporting and thepreparation of financialstatementsfor external purposes in accordancewith generally accepted accountingprinciples. Acompany’s internal controloverfinancial reportingincludes thosepoliciesand procedures that (1)pertain to themaintenanceofrecords that,inreasonabledetail, accurately and fairly reflectthe transactionsand dispositions of theassetsofthe company;(2) providereasonableassurancethattransactionsare recorded as necessarytopermitpreparation of financialstatementsinaccordance with generally accepted accounting principles,and that receipts and expenditures of thecompany arebeing made only in accordancewithauthorizationsof management and directorsofthe company;and (3)provide reasonableassurance regardingpreventionortimelydetection of unauthorizedacquisition,use,ordisposition of thecompany’s assets that couldhavea material effect on thefinancial statements.

Becauseofits inherent limitations, internal controloverfinancial reportingmay notprevent or detectmisstatements. Also, projectionsofany evaluation of effectivenesstofutureperiods aresubjecttothe risk that controls maybecomeinadequate becauseofchanges in conditions,orthatthe degreeofcompliancewiththe policiesorprocedures maydeteriorate

Tampa, Florida

February22, 2024

Management’sReportonInternalControlover

FinancialReporting

ThemanagementofBrown &Brown,Inc.and itssubsidiaries (“Brown& Brown”)isresponsible forestablishing and maintainingadequateinternalcontrol over financialreporting,assuchtermisdefined in Securities ExchangeAct Rule 13a15(f). Underthe supervisionand with theparticipation of management,including Brown& Brown’sprincipal executiveofficer and principalfinancialofficer,Brown &Brown conductedanevaluationofthe effectivenessofinternalcontrol over financial reportingbased uponthe frameworkin Internal Control-Integrated Framework(2013) issued by theCommittee of SponsoringOrganizations of theTreadway Commission (“COSO”).

In conducting Brown& Brown’sevaluationofthe effectivenessofits internal controloverfinancial reporting, Brown& Brownhas excluded thefollowing acquisitions completedbyBrown &Brown during2023: Kentro CapitalLimited, Berkeley InsuranceGroup Limitedand 22 of the31entitiesacquiredwithtotal considerationoflessthan$50 million eachduring 2023 (collectively the“2023 Excluded Acquisitions”),whose financial statementsconstituteapproximately 1.5% of total assets,1.5%ofrevenues, and 1.9% of netincomeofthe consolidated financialstatement amountsasofand forthe year ended December 31,2023. RefertoNote3 to theConsolidatedFinancialStatementsfor furtherdiscussionofthese acquisitions and theirimpactonBrown &Brown’s Consolidated FinancialStatements.

BaseduponBrown &Brown’s evaluation under theframework in Internal Control-Integrated Framework(2013) issued by theCommitteeofSponsoringOrganizationsofthe Treadway Commission, managementconcluded that internal control over financial reportingwas effectiveasofDecember 31,2023. Management’sinternal controloverfinancial reportingasof December 31,2023has beenauditedbyDeloitte &ToucheLLP,anindependent registered public accountingfirm, as stated in theirreportwhich is included herein

Brown& Brown, Inc.

DaytonaBeach, Florida

February22, 2024

J. Powell Brown Chiefexecutive officer

R. Andrew Watts

Executive vice president, chieffinancial officerand treasurer

Performance Graph

The following graph is acomparison of five-year cumulative total shareholder returns for ourcommonstock as comparedwith the cumulative total shareholder return for theS&P 500 Composite Index, and agroup of peer insurancebrokerand agency companies(Aonplc,Arthur J. Gallagher &Co, Marsh& McLennan Companies, and Willis Towers Watson Public Limited Company). The returns of eachcompany have been weighted according to such companies’respective stock market capitalizations as of December 31,2018for the purposesofarriving at apeergroupaverage.The totalreturn calculations are based upon an assumed $100.00 investment on December 31, 2018,with all dividends reinvested.

Peer Group

S&P 500 Composite

Brown &Brown, Inc.

CORPORATE OFFICES

300 North Beach Street

Daytona Beach, Florida 32114

(386) 252-9601

OUTSIDE COUNSEL

Holland & Knight LLP

200 South Orange Avenue, Suite 2600 Orlando, Florida 32801

CORPORATE INFORMATION AND SHAREHOLDER SERVICES

The Company has included, as Exhibits 31.1 and 31.2, and 32.1 and 32.2 to its Annual Report on Form 10-K for fiscal year 2023, filed with the Securities and Exchange Commission, certificates of the chief executive officer and the chief financial officer of the Company certifying the Company’s public disclosure is accurate and complete and that they have established and maintained adequate internal controls. The Company has also submitted to the New York Stock Exchange a certificate from its chief executive officer certifying that he is not aware of any violation by the Company of New York Stock Exchange corporate governance listing standards.

A copy of the Company’s 2023 Annual Report on Form 10-K will be furnished without charge to any shareholder who directs a request in writing to:

Corporate Secretary

Brown & Brown, Inc.

300 North Beach Street

Daytona Beach, Florida 32114

A reasonable charge will be made for copies of the exhibits to the Form 10-K.

ANNUAL MEETING

The Annual Meeting of Shareholders of Brown & Brown, Inc. will be held virtually. Please register at http://www.viewproxy.com/bbinsurance/2024/htype.asp

TRANSFER AGENT AND REGISTRAR

Equiniti Trust Company, LLC (“EQ”)

PO Box 500

Newark, NJ 07101

(800) 937-5449

email: helpAST@equiniti.com

https://equiniti.com/us/ast-access

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP

201 North Franklin Street, Suite 3600

Tampa, Florida 33602

STOCK LISTING

The New York Stock Exchange Symbol: BRO

On February 19, 2024, there were 285,801,863 shares of our common stock outstanding, held by approximately 1,564 shareholders of record.

ADDITIONAL INFORMATION

Information concerning the services of Brown & Brown, Inc., as well as access to current earnings releases, is available on Brown & Brown’s website at www.bbinsurance.com.