During the six months ended June 30, 2021, Brown & Brown acquired all of the share capital of one insurance intermediary, assets and assumed certain liabilities of two insurance intermediaries, and one book of business (customer accounts) for a total of four acquisitions. Additionally, adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. The recorded purchase price for all acquisitions includes 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 Condensed Consolidated Statements 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 ASC 805. For the six months ended June 30, 2021, adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $1.8 million. These measurement period adjustments have been reflected as current period adjustments in the six months ended June 30, 2021 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments primarily impacted goodwill, with no effect on earnings or cash in the current period.

The following table summarizes the purchase price allocations made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. Cash paid for four acquisitions was $162.8 million during the six months ended June 30, 2021. 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 thousands)
Name	Business segment	Effective date of acquisition	Cash paid		Common stock issued		Other payable		Recorded earn-out payable			Net assets acquired		Maximum potential earn- out payable
O'Leary Insurances (O'Leary)	Retail	January 1, 2021	$	117,408	$	4,892	$	—	$	15,348		$	137,648	$	30,575
Piper Jordan LLC (Piper)	Retail	May 1, 2021		43,428		—		1,397		9,854			54,679		15,000
Other	Various	Various		1,916		—		486		(117	)		2,285		750
Total			$	162,752	$	4,892	$	1,883	$	25,085		$	194,612	$	46,325

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.

(in thousands)	O'Leary			Piper		Other			Total
Cash	$	45,441		$	—	$	693		$	46,134
Other current assets		43,683			2,047		4,643			50,373
Fixed assets		546			9		3			558
Goodwill		84,318			40,369		(2,859	)		121,828
Purchased customer accounts		40,459			12,233		2,202			54,894
Non-compete agreements		819			21		55			895
Other assets		135			—		259			394
Total assets acquired		215,401			54,679		4,996			275,076
Other current liabilities		(72,683	)		—		(2,711	)		(75,394	)
Deferred income tax, net		(5,057	)		—		—			(5,057	)
Other liabilities		(13	)		—		—			(13	)
Total liabilities assumed		(77,753	)		—		(2,711	)		(80,464	)
Net assets acquired	$	137,648		$	54,679	$	2,285		$	194,612

The other column represents current year acquisitions with total net assets acquired of less than $20.0 million and adjustments from prior year acquisitions that were made within the permitted measurement period.

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years.

Goodwill of $121.8 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, and Wholesale Brokerage Segments in the amounts of $122.6 million, ($1.3) million, and $0.6 million, respectively. Of the total goodwill of $121.8 million, the amount currently deductible for income tax purposes is $96.7 million and the remaining $25.1 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2021, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through June 30, 2021, included in the Condensed Consolidated Statement of Income for the six months ended June 30, 2021, was $17.5 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through June 30, 2021, included in the Condensed Consolidated Statement of Income for the six months ended June 30, 2021, was a loss of $0.1 million. If the acquisitions had occurred as of the beginning of the respective periods, 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)	Three months ended June 30,				Six months ended June 30,
(in thousands, except per share data)	2021		2020		2021		2020
Total revenues	$	728,163	$	609,781	$	1,546,249	$	1,318,896
Income before income taxes	$	186,582	$	131,738	$	426,711	$	339,204
Net income	$	139,494	$	98,532	$	339,986	$	252,571
Net income per share:
Basic	$	0.50	$	0.35	$	1.20	$	0.89
Diluted	$	0.49	$	0.35	$	1.20	$	0.89
Weighted average number of shares outstanding:
Basic		275,694		273,100		275,644		272,938
Diluted		276,877		274,362		276,914		274,519

As of June 30, 2021 and 2020, 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) as defined in ASC 820- Fair Value Measurement. The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the six months ended June 30, 2021 and 2020, were as follows:

	Three months ended June 30,						Six months ended June 30,
(in thousands)	2021			2020			2021			2020
Balance as of the beginning of the period	$	257,566		$	157,720		$	258,943		$	161,513
Additions to estimated acquisition earn-out payables		10,097			60,776			25,085			74,754
Payments for estimated acquisition earn-out payables		(24,475	)		(664	)		(39,949	)		(7,478	)
Subtotal		243,188			217,832			244,079			228,789
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(3,326	)		(1,308	)		(6,040	)		(13,949	)
Interest expense accretion		1,722			1,943			3,545			3,627
Net change in earnings from estimated acquisition earn-out payables		(1,604	)		635			(2,495	)		(10,322	)
Foreign currency translation adjustments during the year		432			—			432			—
Balance as of June 30,	$	242,016		$	218,467		$	242,016		$	218,467

Of the $242.0 million estimated acquisition earn-out payables as of June 30, 2021, $88.8 million was recorded as accounts payable and $153.2 million was recorded as other non-current liabilities. As of June 30, 2021, the maximum future acquisition contingency payments related to all acquisitions was $543.2 million, inclusive of the $242.0 million estimated acquisition earn-out payables as of June 30, 2021. Included within the additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items within the allowable measurement period, which may therefore differ from previously reported amounts.