On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The Tax Reform Act makes broad and complex changes to the U.S. tax code that affected our income tax rate in 2017. The Tax Reform Act reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and requires companies to pay a one-time transition tax on certain unrepatriated earnings from foreign subsidiaries that is payable over eight years. The Tax Reform Act also establishes new tax laws that became effective January 1, 2018.

ASC 740 requires a company to record the effects of a tax law change in the period of enactment, however, shortly after the enactment of the Tax Reform Act, the SEC staff issued SAB 118, which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year.

We have made a reasonable estimate of the impact of the Tax Reform Act and recorded a one-time credit in our 2017 income tax expense of $120.9 million, which reflects an estimated reduction in our deferred income tax liabilities of $124.2 million as a result of the maximum federal rate decreasing to 21.0% from 35.0%, which was partially offset by an estimated increase in income tax payable in the amount of $3.3 million as a result of the transition tax on cash and cash equivalent balances related to untaxed accumulated earnings associated with our international operations. We are continuing to gather additional information related to estimates surrounding the re-measurement of our deferred tax liabilities and the transition tax on unrepatriated earnings.



(in thousands)	2017			2016		2015
Current:
Federal	$	129,954		$	126,145	$	118,490
State	21,392			21,110		17,625
Foreign	929			590		430
Total current provision	152,275			147,845		136,545
Deferred:
Federal	18,999			15,551		18,416
State	2,984			2,612		4,280
Foreign	—			—		—
Tax Reform Act deferred tax revaluation	(124,166		)	—		—
Total deferred provision	(102,183		)	18,163		22,696
Total tax provision	$	50,092		$	166,008	$	159,241



	2017	2016	2015
Federal statutory tax rate	35.0%	35.0%	35.0%
State income taxes, net of federal income tax benefit	3.8	3.9	3.9
Non-deductible employee stock purchase plan expense	0.3	0.3	0.3
Non-deductible meals and entertainment	0.3	0.3	0.3
Tax Reform Act deferred tax revaluation and transition tax impact	(26.9)	—	—
Other, net	(1.4)	(0.3)	0.1
Effective tax rate	11.1%	39.2%	39.6%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes.



(in thousands)	2017			2016
Non-current deferred tax liabilities:
Intangible assets	$	306,351		$	422,478
Fixed assets	2,723			6,425
Net unrealized holding (loss)/gain on available-for-sale securities	(6		)	(12		)
Total non-current deferred tax liabilities	309,068			428,891
Non-current deferred tax assets:
Deferred compensation	36,701			44,912
Accruals and reserves	7,534			14,032
Deferred profit-sharing contingent commissions	7,107			10,567
Net operating loss carryforwards	2,434			2,394
Valuation allowance for deferred tax assets	(893		)	(700		)
Total non-current deferred tax assets	52,883			71,205
Net non-current deferred tax liability	$	256,185		$	357,686

At December 31, 2017, Brown & Brown had net operating loss carryforwards of $0.1 million and $52.2 million for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2018 through 2037. The federal carryforward is derived from insurance operations acquired by Brown & Brown in 2001. The state carryforward amount is derived from the operating results of certain subsidiaries and from the 2013 stock acquisition of Beecher Carlson Holdings, Inc.



(in thousands)	2017			2016			2015
Unrecognized tax benefits balance at January 1	$	750		$	584		$	113
Gross increases for tax positions of prior years	1,070			412			773
Gross decreases for tax positions of prior years	—			(41		)	—
Settlements	(126		)	(205		)	(302		)
Unrecognized tax benefits balance at December 31	$	1,694		$	750		$	584

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2017, 2016 and 2015 the Company had $228,608, $86,191 and $102,171 of accrued interest and penalties related to uncertain tax positions, respectively.

The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized was $1.7 million as of December 31, 2017, $750,258 as of December 31, 2016 and $583,977 as of December 31, 2015. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

As a result of a 2006 Internal Revenue Service (“IRS”) audit, the Company agreed to accrue at each December 31, for tax purposes only, a known amount of profit-sharing contingent commissions represented by the actual amount of profit-sharing contingent commissions received in the first quarter of the related year, with a true-up adjustment to the actual amount received by the end of the following March. Since this method for tax purposes differs from the method used for book purposes, it will result in a current deferred tax asset as of December 31 each year which will reverse by the following March 31 when the related profit-sharing contingent commissions are recognized for financial accounting purposes.

The Company is subject to taxation in the United States and various state jurisdictions. The Company is also subject to taxation in the United Kingdom. In the United States, federal returns for fiscal years 2013 through 2016 remain open and subject to examination by the IRS. The Company files and remits state income taxes in various states where the Company has determined it is required to file state income taxes. The Company’s filings with those states remain open for audit for the fiscal years 2011 through 2017. In the United Kingdom, the Company’s filings remain open for audit for the fiscal years 2016 and 2017.

During 2017, the Company settled the previously disclosed IRS income tax audit of The Wright Insurance Group for the short period ended May 1, 2014. Pursuant to the agreement in which the Company acquired The Wright Insurance Group, the Company was fully indemnified for all audit-related assessments. The Company and one of its subsidiaries, The Advocator Group, LLC, is currently under examination by the State of Massachusetts for the fiscal year 2013 through 2014. There are no other federal or state income tax audits as of December 31, 2017.