NOTE 2 Business Combinations

Acquisitions in 2012

During 2012, Brown & Brown acquired the assets and assumed certain liabilities of 19 insurance intermediaries, all of the stock of one insurance intermediary and a book of business (customer accounts). The aggregate purchase price of these acquisitions was $667,586,000, including $483,933,000 of cash payments, the issuance of notes payable of $59,000, the issuance of $25,439,000 in other payables, the assumption of $136,676,000 of liabilities and $21,479,000 of recorded earn-out payables. The ‘other payables’ amount includes $22,061,000 that the Company is obligated to pay all shareholders of Arrowhead on a pro rata basis for certain pre-merger corporate tax refunds and certain estimated potential future income tax credits that were created by net operating loss carryforwards originating from transaction-related tax benefit items. All of these acquisitions were acquired primarily to expand Brown & Brown’s core businesses and to attract high-quality personnel. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one—to three-year period within a minimum and maximum price range. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the consolidated statement of income when incurred.

The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made.

Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in Accounting Standards Codification (“ASC”) Topic 805—Business Combinations. However, the Company does not expect any adjustments to such allocations to be material to the Company’s Condensed Consolidated Financial Statements. The acquisitions made in 2012 have been accounted for as business combinations and are as follows:

(in thousands)


Name	Business Segment		2012 Date of Acquisition		Cash Paid		Note Payable		Other Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
Arrowhead General Insurance Agency Superholding Corporation		National Programs; Services		January 9	$	396,952	$	—	$	22,061	$	3,290	$	422,303	$	5,000
Insurcorp & GGM Investments LLC (d/b/a Maalouf Benefit Resources)		Retail		May 1		15,500		—		900		4,944		21,344		17,000
Richard W. Endlar Insurance Agency, Inc.		Retail		May 1		10,825		—		—		2,598		13,423		5,500
Texas Security General Insurance Agency, Inc.		Wholesale Brokerage		September 1		14,506		—		2,182		2,124		18,812		7,200
Behnke & Associates, Inc.		Retail		December 1		9,213		—		—		1,126		10,339		3,321
Rowlands & Barranca Agency, Inc		Retail		December 1		8,745		—		—		2,401		11,146		4,000
Other		Various		Various		28,192		59		296		4,996		33,543		14,149

Total					$	483,933	$	59	$	25,439	$	21,479	$	530,910	$	56,170

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:


(in thousands)	Arrowhead			Insurcorp			Endlar			Texas Security			Behnke		Rowlands			Other			Total
Cash	$	61,786		$	—		$	—		$	—		$	—	$	—		$	—		$	61,786
Other current assets		69,051			180			305			1,866			—		—			422			71,824
Fixed assets		4,629			25			25			45			25		30			158			4,937
Goodwill		321,128			14,745			8,044			10,845			6,430		8,363			21,085			390,640
Purchased customer accounts		99,675			6,490			5,230			6,229			3,843		3,367			13,112			137,946
Non-compete agreements		100			22			11			14			41		21			243			452
Other assets		1			—			—			—			—		—			—			1

Total assets acquired		556,370			21,462			13,615			18,999			10,339		11,781			35,020			667,586
Other current liabilities		(107,579	)		(118	)		(192	)		(187	)		—		(635	)		(1,477	)		(110,188	)
Deferred income taxes, net		(26,488	)		—			—			—			—		—			—			(26,488	)

Total liabilities assumed		(134,067	)		(118	)		(192	)		(187	)		—		(635	)		(1,477	)		(136,676	)

Net assets acquired	$	422,303		$	21,344		$	13,423		$	18,812		$	10,339	$	11,146		$	33,543		$	530,910

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; and non-compete agreements, 5.0 years.

Goodwill of $390,640,000, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Divisions in the amounts of $57,856,000, $289,378,000, $11,656,000 and $31,750,000, respectively. Of the total goodwill of $390,640,000, $52,730,000 is currently deductible for income tax purposes and $316,431,000 is non-deductible. The remaining $21,479,000 relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

The results of operations for the acquisitions completed during 2012 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from the acquisitions completed through December 31, 2012, included in the Condensed Consolidated Statement of Income for the twelve months ended December 31, 2012, were $129,472,000 and $898,000, respectively. If the acquisitions had occurred as of the beginning of the period, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.


(UNAUDITED)	For the Year Ended December 31,
(in thousands, except per share data)	2012		2011
Total revenues	$	1,230,408	$	1,163,341
Income before income taxes	$	315,051	$	313,706
Net income	$	190,228	$	190,174
Net income per share:
Basic	$	1.33	$	1.33
Diluted	$	1.30	$	1.31
Weighted average number of shares outstanding:
Basic		139,364		138,582
Diluted		142,010		140,264

Acquisitions in 2011

During 2011, Brown & Brown acquired the assets and assumed certain liabilities of 37 insurance intermediaries, all of the stock of one insurance intermediary and several books of business (customer accounts). The aggregate purchase price of these acquisitions was $214,822,000, including $167,444,000 of cash payments, the issuance of $1,194,000 in notes payable, the assumption of $15,659,000 of liabilities and $30,525,000 of recorded earn-out payables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core businesses and to attract high-quality personnel. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one-to three-year period within a minimum and maximum price range. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the consolidated statement of income when incurred.

The acquisitions made in 2011 have been accounted for as business combinations and are as follows:

(in thousands)


Name	Business Segment		2011 Date of Acquisition		Cash Paid		Note Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
Balcos Insurance, Inc.		Retail		January 1	$	8,611	$	—	$	1,595	$	10,206	$	5,766
Associated Insurance Service, Inc. et al.		Retail		January 1		12,000		—		1,575		13,575		6,000
United Benefit Services Insurance Agency LLC et al.		Retail		February 1		14,283		—		2,590		16,873		8,442
First Horizon Insurance Group, Inc. et al.		Retail		April 30		25,060		—		—		25,060		—
Fitzharris Agency, Inc. et al.		Retail		May 1		6,159		—		888		7,047		3,832
Corporate Benefit Consultants, LLC		Retail		June 1		9,000		—		2,038		11,038		4,520
Sitzmann, Morris & Lavis Insurance Agency, Inc. et al.		Retail		November 1		40,460		—		6,228		46,688		19,000
Snapper Shuler Kenner, Inc. et al.		Retail		November 1		7,493		—		1,318		8,811		3,988
Industry Consulting Group, Inc.		National Programs		November 1		9,133		—		3,877		13,010		5,794
Colonial Claims Corporation et al.		Services		December 23		9,950		—		4,248		14,198		8,000
Other		Various		Various		25,295		1,194		6,168		32,657		12,865

Total					$	167,444	$	1,194	$	30,525	$	199,163	$	78,207

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:


*(in thousands)*	Balcos			AIS			United			FHI			FA			CBC
Cash	$	—		$	—		$	—		$	5,170		$	—		$	—
Other current assets		187			252			438			1,640			77			227
Fixed assets		20			100			20			134			60			6
Goodwill		6,486			9,055			10,049			15,254			7,244			6,738
Purchased customer accounts		3,530			4,086			7,045			8,088			3,351			4,046
Non-compete agreements		42			92			45			10			21			21
Other assets		—			—			4			9			—			—

Total assets acquired		10,265			13,585			17,601			30,305			10,753			11,038

Other current liabilities		(59	)		(10	)		(728	)		(3,790	)		(3,706	)		—
Deferred income taxes, net		—			—			—			(1,455	)		—			—
Other liabilities		—			—			—			—			—			—

Total liabilities assumed		(59	)		(10	)		(728	)		(5,245	)		(3,706	)		—

Net assets acquired	$	10,206		$	13,575		$	16,873		$	25,060		$	7,047		$	11,038


*(in thousands)*	SML			SSK			ICG			CC			Other			Total
Cash	$	—		$	—		$	—		$	—		$	—		$	5,170
Other current assets		1,372			247			336			—			1,059			5,835
Fixed assets		465			45			100			60			65			1,075
Goodwill		31,601			5,818			9,564			8,070			18,465			128,344
Purchased customer accounts		13,995			2,726			7,161			6,094			13,746			73,868
Non-compete agreements		42			12			11			23			187			506
Other assets		4			—			5			—			2			24

Total assets acquired		47,479			8,848			17,177			14,247			33,524			214,822

Other current liabilities		(791	)		(37	)		(1,096	)		(49	)		(867	)		(11,133	)
Deferred income taxes, net		—			—			—			—			—			(1,455	)
Other liabilities		—			—			(3,071	)		—			—			(3,071	)

Total liabilities assumed		(791	)		(37	)		(4,167	)		(49	)		(867	)		(15,659	)

Net assets acquired	$	46,688		$	8,811		$	13,010		$	14,198		$	32,657		$	199,163

The weighted average useful lives for the above acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; noncompete agreements, 5.0 years.

Goodwill of $128,344,000, was assigned to the Retail, National Programs and Services Divisions in the amounts of $108,420,000, $11,853,000 and $8,071,000, respectively. Of the total goodwill of $128,344,000, $84,105,000 is currently deductible for income tax purposes and $13,714,000 is non-deductible. The remaining $30,525,000 relates to the recorded acquisition earn-out payables and will not be deductible until it is earned and paid.

The results of operations for the acquisitions completed during 2011 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from the acquisitions completed through December 31, 2011 included in the Condensed Consolidated Statement of Income for the twelve months ended December 31, 2011 were $40,291,000 and $7,223,000, respectively. If the acquisitions had occurred as of the beginning of the comparable prior annual reporting period, the Company’s estimated results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.


(UNAUDITED)	For the Year Ended December 31,
*(in thousands, except per share data)*	2011		2010
Total revenues	$	1,058,142	$	1,059,857
Income before income taxes	$	283,404	$	291,944
Net income	$	171,805	$	177,464
Net income per share:
Basic	$	1.20	$	1.25
Diluted	$	1.19	$	1.23
Weighted average number of shares outstanding:
Basic		138,582		137,924
Diluted		140,264		139,318

Acquisitions in 2010

During 2010, Brown & Brown acquired the assets and assumed certain liabilities of 33 insurance intermediaries and several books of business (customer accounts). The aggregate purchase price of these acquisitions was $186,783,000, including $158,636,000 of cash payments, the issuance of $759,000 in notes payable, the assumption of $2,298,000 of liabilities and $25,090,000 of recorded earn-out payables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core businesses and to attract and hire high-quality personnel. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one- to three-year period within a minimum and maximum price range. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the consolidated statement of income when incurred.

These acquisitions have been accounted for as business combinations and are as follows:

(in thousands)


Name	Business Segment		2010 Date of Acquisition		Cash Paid		Note Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
DiMartino Associates, Inc.		Retail		March 1	$	7,047	$	—	$	3,402	$	10,449	$	5,637
Stone Insurance Agencies, et al.		Retail		May 1		15,825		—		124		15,949		3,000
Crowe Paradis Holding Company, et al.		Services		September 1		75,000		—		8,665		83,665		15,000
Thomas R Jones, Inc.		Retail		October 1		14,634		—		—		14,634		—
Other		Various		Various		46,130		759		12,899		59,788		30,668

Total					$	158,636	$	759	$	25,090	$	184,485	$	54,305

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:

(in thousands)	DiMartino		Stone			Crowe		TR Jones			Other			Total
Cash	$	—	$	—		$	1,000	$	—		$	—		$	1,000
Other current assets		137		516			118		259			1,528			2,558
Fixed assets		21		70			500		120			180			891
Goodwill		6,890		11,128			53,573		8,683			36,119			116,393
Purchased customer accounts		3,380		5,172			28,440		5,643			22,841			65,476
Non-compete agreements		21		74			33		—			332			460
Other assets		—		—			1		4			—			5

Total assets acquired		10,449		16,960			83,665		14,709			61,000			186,783

Other current liabilities		—		(1,011	)		—		(75	)		(1,212	)		(2,298	)

Total liabilities assumed		—		(1,011	)		—		(75	)		(1,212	)		(2,298	)

Net assets acquired	$	10,449	$	15,949		$	83,665	$	14,634		$	59,788		$	184,485

The weighted average useful lives for the above acquired amortizable intangible assets are as follows: purchased customer accounts are 15.0 years, and noncompete agreements are 5.0 years.

Goodwill of $116,393,000, was assigned to the Retail and Services Divisions in the amounts of $57,423,000 and $58,970,000, respectively. Of the total goodwill of $116,393,000, $91,303,000 is currently deductible for income tax purposes. The remaining $25,090,000 relates to the earn-out payables and will not be deductible until it is earned and paid.

The results of operations for the acquisitions completed during 2010 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from the acquisitions completed through December 31, 2010 included in the Consolidated Statement of Income for the twelve months ended December 31, 2010 were $30,172,000 and $3,255,000, respectively. If the acquisitions had occurred as of the beginning of the comparable prior annual reporting period, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.

(UNAUDITED)	For the Year Ended December 31,
*(in thousands, except per share data)*	2010		2009
Total revenues	$	1,015,043	$	1,035,286
Income before income taxes	$	278,635	$	274,908
Net income	$	169,373	$	165,420
Net income per share:
Basic	$	1.19	$	1.17
Diluted	$	1.18	$	1.16
Weighted average number of shares outstanding:
Basic		137,924		137,173
Diluted		139,318		137,507

For acquisitions consummated prior to January 1, 2009, additional consideration paid to sellers as a result of purchase price “earn-out” provisions are recorded as adjustments to intangible assets when the contingencies are settled. The net additional consideration paid by the Company in 2012 as a result of these adjustments totaled $2,907,000, all of which was allocated to goodwill. Of the $2,907,000 net additional consideration paid, $2,907,000 was paid in cash. The net additional consideration paid by the Company in 2011 as a result of these adjustments totaled $4,190,000, all of which was allocated to goodwill. Of the $4,190,000 net additional consideration paid, $3,781,000 was paid in cash and $409,000 was issued as a note payable. The net additional consideration paid by the Company in 2010 as a result of these adjustments totaled $4,037,000, all of which was allocated to goodwill. Of the $4,037,000 net additional consideration paid, $975,000 was paid in cash and $3,062,000 was issued in notes payable.

As of December 31, 2012, the maximum future contingency payments related to all acquisitions totaled $146,858,000, of which all of the $146,858,000 relates to acquisitions consummated subsequent to January 1, 2009.

ASC Topic 805 — Business Combinations is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the consolidated statement of income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years.

As of December 31, 2012, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3). 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, were as follows:


	For the Year Ended December 31,
(in thousands)	2012			2011			2010
Balance as of the beginning of the period	$	47,715		$	29,608		$	7,354
Additions to estimated acquisition earn-out payables		21,479			30,525			25,090
Payments for estimated acquisition earn-out payables		(17,625	)		(10,212	)		(1,162	)

Subtotal		51,569			49,921			31,282
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(1,051	)		(4,043	)		(2,606	)
Interest expense accretion		2,469			1,837			932

Net change in earnings from estimated acquisition earn-out payables		1,418			(2,206	)		(1,674	)

Balance as of December 31	$	52,987		$	47,715		$	29,608

Of the $52,987,000 in estimated acquisition earn-out payables as of December 31, 2012, $10,164,000 was recorded as accounts payable and $42,823,000 was recorded as other non-current liabilities. Of the $47,715,000 in estimated acquisition earn-out payables as of December 31, 2011, $3,654,000 was recorded as accounts payable and $44,061,000 was recorded as other non-current liabilities.