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Business Combinations (Tables)
12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Estimated Fair Values of Aggregate Assets and Liabilities Acquired

The following table summarizes the purchase price allocations and estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. These adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.

(in millions)

 

Kentro Capital Limited

 

 

Berkeley Insurance Group Limited

 

 

Other (1)

 

 

Total

 

Business Segment

 

Retail
National Programs

 

 

Retail

 

 

Various

 

 

 

 

Effective date of acquisition

 

October 1, 2023

 

 

October 3, 2023

 

 

Various

 

 

 

 

Cash paid

 

$

402.5

 

 

$

48.0

 

 

$

244.6

 

 

$

695.1

 

Common stock Issued

 

 

18.3

 

 

 

 

 

 

 

 

 

18.3

 

Other payable

 

 

2.2

 

 

 

1.3

 

 

 

8.7

 

 

 

12.2

 

Recorded earn-out payable

 

 

 

 

 

15.4

 

 

 

51.8

 

 

 

67.2

 

Total consideration

 

 

423.0

 

 

 

64.7

 

 

 

305.1

 

 

 

792.8

 

Maximum potential earn-out payable

 

 

 

 

 

21.0

 

 

 

121.5

 

 

 

142.5

 

Allocation of purchase price:

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

8.5

 

 

 

0.4

 

 

 

12.9

 

 

 

21.8

 

Fiduciary cash

 

 

27.3

 

 

 

2.8

 

 

 

12.5

 

 

 

42.6

 

Fiduciary receivables

 

 

38.8

 

 

 

2.2

 

 

 

26.6

 

 

 

67.6

 

Other current assets

 

 

37.8

 

 

 

10.9

 

 

 

23.1

 

 

 

71.8

 

Goodwill

 

 

358.7

 

 

 

43.3

 

 

 

206.7

 

 

 

608.7

 

Purchased customer accounts and other (2)

 

 

66.0

 

 

 

22.0

 

 

 

79.4

 

 

 

167.4

 

Deferred income tax, net (3)

 

 

 

 

 

 

 

 

4.9

 

 

 

4.9

 

Other assets

 

 

6.1

 

 

 

0.5

 

 

 

5.6

 

 

 

12.2

 

Total assets acquired

 

 

543.2

 

 

 

82.1

 

 

 

371.7

 

 

 

997.0

 

Fiduciary liabilities

 

 

(66.1

)

 

 

(5.0

)

 

 

(39.2

)

 

 

(110.3

)

Other current liabilities

 

 

(22.6

)

 

 

(12.2

)

 

 

(17.5

)

 

 

(52.3

)

Deferred income tax, net

 

 

(16.6

)

 

 

 

 

 

 

 

 

(16.6

)

Other long-term liabilities

 

 

(14.9

)

 

 

(0.2

)

 

 

(9.9

)

 

 

(25.0

)

Total liabilities assumed

 

 

(120.2

)

 

 

(17.4

)

 

 

(66.6

)

 

 

(204.2

)

Net assets acquired

 

$

423.0

 

 

$

64.7

 

 

$

305.1

 

 

$

792.8

 

(1) The other column represents current year acquisitions with total net assets acquired of less than $50.0 million and adjustments from prior year acquisitions that were made within the permitted measurement period.

(2) The weighted average useful life of purchased customer accounts is 15.0 years.

(3) The Company has revised the provisional amounts in the measurement period for items for which the accounting was incomplete. Additional time was needed to obtain the information necessary, present at the date of the acquisition, to recognize all the items exchanged related to the 2022 acquisitions of Orchid Underwriters Agency, CrossCover Insurance Services and GRP (Jersey) Holdco Limited and its businesses ("GRP").

Unaudited Proforma Results These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.

(UNAUDITED)

 

Year Ended December 31,

 

(in millions, except per share data)

 

2023

 

 

2022

 

Total revenues

 

$

4,357.6

 

 

$

3,736.9

 

Net income

 

$

890.5

 

 

$

703.8

 

Net income per share:

 

 

 

 

 

 

Basic

 

$

3.18

 

 

$

2.53

 

Diluted

 

$

3.17

 

 

$

2.52

 

Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables The resulting additions, payments and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, 2023, 2022 and 2021 were as follows:

 

 

 

Year Ended December 31,

 

(in millions)

 

2023

 

 

2022

 

 

2021

 

Balance as of the beginning of the period

 

$

251.6

 

 

$

291.0

 

 

$

258.9

 

Additions to estimated acquisition earn-out payables from
   new acquisitions

 

 

67.2

 

 

 

73.3

 

 

 

75.8

 

Assumed estimated acquisition earn-out payables

 

 

21.1

 

 

 

34.8

 

 

 

 

Payments for estimated acquisition earn-out payables

 

 

(118.8

)

 

 

(106.3

)

 

 

(83.6

)

Subtotal

 

 

221.1

 

 

 

292.8

 

 

 

251.1

 

Net change in earnings from estimated acquisition earn-out
   payables:

 

 

 

 

 

 

 

 

 

Change in fair value on estimated acquisition earn-out
   payables

 

 

14.1

 

 

 

(45.9

)

 

 

34.2

 

Interest expense accretion

 

 

7.7

 

 

 

7.0

 

 

 

6.2

 

Net change in earnings from estimated acquisition earn-
   out payables

 

 

21.8

 

 

 

(38.9

)

 

 

40.4

 

Foreign currency translation adjustments during the year

 

 

6.3

 

 

 

(2.3

)

 

 

(0.5

)

Balance as of December 31,

 

$

249.2

 

 

$

251.6

 

 

$

291.0