Business Combinations (Tables)

12 Months Ended

Dec. 31, 2014

2014 Acquisitions [Member]

Acquisitions Accounted for Business Combinations

The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and adjustment made during the measurement period for prior year acquisitions:

(in thousands)
Name	Business Segment		2014 Date of Acquisition		Cash Paid		Other Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
The Wright Insurance Group, LLC		National Programs		May 1	$	609,183	$	1,471	$	—	$	610,654	$	—
Pacific Resources Benefits Advisors, LLC (“PacRes”)		Retail		May 1		90,000		—		27,452		117,452		35,000
Axia Strategies, Inc (“Axia”)		Wholesale Brokerage		May 1		9,870		—		1,824		11,694		5,200
Other		Various		Various		12,798		433		3,953		17,184		9,262
Total					$	721,851	$	1,904	$	33,229	$	756,984	$	49,462

Estimated Fair Values of Aggregate Assets and Liabilities Acquired

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

(in thousands)	Wright			PacRes			Axia		Other			Total
Cash	$	25,365		$	—		$	—	$	—		$	25,365
Other current assets		16,474			3,647			101		742			20,964
Fixed assets		7,172			53			24		1,724			8,973
Reinsurance recoverable		25,238			—			—		—			25,238
Prepaid reinsurance premiums		289,013			—			—		—			289,013
Goodwill		420,209			76,023			7,276		10,417			513,925
Purchased customer accounts		213,677			38,111			4,252		4,384			260,424
Non-compete agreements		966			21			41		166			1,194
Other assets		20,045			—			—		—			20,045
Total assets acquired		1,018,159			117,855			11,694		17,433			1,165,141
Other current liabilities		(14,322	)		(403	)		—		(249	)		(14,974	)
Losses and loss adjustment reserve		(25,238	)		—			—		—			(25,238	)
Unearned premiums		(289,013	)		—			—		—			(289,013	)
Deferred income taxes, net		(46,566	)		—			—		—			(46,566	)
Other liabilities		(32,366	)		—			—		—			(32,366	)
Total liabilities assumed		(407,505	)		(403	)		—		(249	)		(408,157	)
Net assets acquired	$	610,654		$	117,452		$	11,694	$	17,184		$	756,984

Results of Operations

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)	2014		2013
Total revenues	$	1,630,162	$	1,520,858
Income before income taxes	$	358,229	$	409,522
Net income	$	218,150	$	248,628
Net income per share:
Basic	$	1.51	$	1.72
Diluted	$	1.49	$	1.70
Weighted average number of shares outstanding:
Basic		140,944		141,033
Diluted		142,891		142,624

2013 Acquisitions [Member]

Acquisitions Accounted for Business Combinations

The following table summarizes the aggregate purchase price allocation made as of the date of each acquisition for current year acquisitions and adjustment made during the measurement period for prior year acquisitions:

(in thousands)
Name	Business Segment		2013 Date of Acquisition		Cash Paid		Other Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
The Rollins Agency, Inc.		Retail		June 1	$	13,792	$	50	$	2,321	$	16,163	$	4,300
Beecher Carlson Holdings, Inc.		Retail; National Programs		July 1		364,256		—		—		364,256		—
ICA, Inc.		Services		December 31		19,770		—		727		20,497		5,000
Other		Various		Various		10,254		502		2,043		12,799		7,468
Total					$	408,072	$	552	$	5,091	$	413,715	$	16,768

Estimated Fair Values of Aggregate Assets and Liabilities Acquired

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

(in thousands)	Rollins			Beecher			ICA		Other			Total
Cash	$	—		$	40,360		$	—	$	—		$	40,360
Other current assets		393			57,632			—		1,573			59,598
Fixed assets		30			1,786			75		24			1,915
Goodwill		12,697			265,174			12,377		5,696			295,944
Purchased customer accounts		3,878			101,565			7,917		5,623			118,983
Non-compete agreements		31			2,758			21		76			2,886
Other assets		—			—			107		1			108
Total assets acquired		17,029			469,275			20,497		12,993			519,794
Other current liabilities		(866	)		(80,090	)		—		(194	)		(81,150	)
Deferred income taxes, net		—			(22,764	)		—		—			(22,764	)
Other liabilities		—			(2,165	)		—		—			(2,165	)
Total liabilities assumed		(866	)		(105,019	)		—		(194	)		(106,079	)
Net assets acquired	$	16,163		$	364,256		$	20,497	$	12,799		$	413,715

Results of Operations

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)	2013		2012
Total revenues	$	1,439,918	$	1,329,262
Income before income taxes	$	373,175	$	329,291
Net income	$	226,562	$	198,826
Net income per share:
Basic	$	1.57	$	1.39
Diluted	$	1.55	$	1.36
Weighted average number of shares outstanding:
Basic		141,033		139,634
Diluted		142,624		142,010

2012 Acquisitions [Member]

Acquisitions Accounted for Business Combinations

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

Estimated Fair Values of Aggregate Assets and Liabilities Acquired

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

Results of Operations

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

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, were as follows:

	For the Year Ended December 31,
(in thousands)	2014			2013			2012
Balance as of the beginning of the period	$	43,058		$	52,987		$	47,715
Additions to estimated acquisition earn-out payables		34,356			5,816			21,479
Payments for estimated acquisition earn-out payables		(12,069	)		(18,278	)		(17,625	)
Subtotal		65,345			40,525			51,569
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		7,375			570			(1,051	)
Interest expense accretion		2,563			1,963			2,469
Net change in earnings from estimated acquisition earn-out payables		9,938			2,533			1,418
Balance as of December 31	$	75,283		$	43,058		$	52,987