During the year ended December 31, 2018, the Company acquired the assets and assumed certain liabilities of twenty insurance intermediaries, all the stock of three insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC 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 Consolidated Statement of Income when incurred.

The fair value of earn-out obligations is based upon 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 upon the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the year ended December 31, 2018, several adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $21.4 thousand relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments for the year ended December 31, 2018 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period.

Cash paid for acquisitions was $934.9 million and $41.5 million in the years ended December 31, 2018 and 2017, respectively. We completed twenty-three acquisitions (excluding book of business purchases) during the year ended December 31, 2018. We completed eleven acquisitions (excluding book of business purchases) during the year ended December 31, 2017.

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. 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
Opus Advisory Group, LLC (Opus)	Retail	February 1, 2018	$	20,400	$	—	$	200	$	2,384	$	22,984	$	3,600
Kerxton Insurance Agency, Inc. (Kerxton)	Retail	March 1, 2018	13,176		—		1,490		2,080		16,746		2,920
Automotive Development Group, LLC (ADG)	Retail	May 1, 2018	29,471		—		559		17,545		47,575		20,000
Servco Pacific, Inc. (Servco)	Retail	June 1, 2018	76,245		—		—		934		77,179		7,000
Tower Hill Prime Insurance Company (Tower Hill)	National Programs	July 1, 2018	20,300		—		—		1,188		21,488		7,700
Health Special Risk, Inc. (HSR)	National Programs	July 1, 2018	20,132		—		—		1,991		22,123		9,000
Professional Disability Associates, LLC (PDA)	Services	July 1, 2018	15,025		—		—		9,818		24,843		17,975
Finance & Insurance Resources, Inc. (F&I)	Retail	September 1, 2018	44,940		—		410		9,121		54,471		19,500
Rodman Insurance Agency, Inc. (Rodman)	Retail	November 1, 2018	31,121		—		261		3,720		35,102		9,850
The Hays Group, Inc. et al (Hays)	Retail	November 16, 2018	605,000		100,000		—		19,600		724,600		25,000
Dealer Associates, Inc. (Dealer)	Retail	December 1, 2018	28,825		—		1,175		3,100		33,100		12,125
Other	Various	Various	30,293		—		1,367		5,896		37,556		12,998
Total			$	934,928	$	100,000	$	5,462	$	77,377	$	1,117,767	$	147,668



(in thousands)	Opus		Kerxton			ADG		Servco			Tower Hill		HSR			PDA			F&I		Rodman			Hays
Cash	$	—	$	—		$	—	$	8,188		$	—	$	3,114		$	(248	)	$	—	$	—		$	—
Other current assets	1,215		663			1,500		7,769			—		818			1,762			999		1,062			36,254
Fixed assets	11		10			67		179			$	—	$	124		$	310		$	34	$	45		$	4,936
Goodwill	16,414		12,423			35,769		54,429			—		18,737			16,547			36,423		26,572			456,217
Purchased customer accounts	5,008		4,712			9,751		16,442			21,468		5,516			7,700			16,611		10,129			218,600
Non-compete agreements	21		22			21		1			20		65			82			21		51			2,600
Other assets	315		419			467		1,478			—		21			6			383		542			13,977
Total assets acquired	22,984		18,249			47,575		88,486			21,488		28,395			26,159			54,471		38,401			732,584
Other current liabilities	—		(1,503		)	—		(11,307		)	—		(5,930		)	(1,093		)	—		(3,299		)	(7,984		)
Other liabilities	—		—			—		—			—		(342		)	(223		)	—		—			—
Total liabilities assumed	—		(1,503		)	—		(11,307		)	—		(6,272		)	(1,316		)	—		(3,299		)	(7,984		)
Net assets acquired	$	22,984	$	16,746		$	47,575	$	77,179		$	21,488	$	22,123		$	24,843		$	54,471	$	35,102		$	724,600



(in thousands)	Dealer			Other			Total
Cash	$	—		$	—		$	11,054
Other current assets	552			323			52,917
Fixed assets	13			100			5,829
Goodwill	21,467			22,712			717,710
Purchased customer accounts	10,986			15,085			342,008
Non-compete agreements	21			297			3,222
Other assets	226			754			18,588
Total assets acquired	33,265			39,271			1,151,328
Other current liabilities	(165		)	(1,715		)	(32,996		)
Other liabilities	—			—			(565		)
Total liabilities assumed	(165		)	(1,715		)	(33,561		)
Net assets acquired	$	33,100		$	37,556		$	1,117,767

Goodwill of $717.7 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $676.9 million, $18.7 million, $5.5 million and $16.5 million, respectively. Of the total goodwill of $717.7 million, the amount currently deductible for income tax purposes is $640.3 million and the remaining $77.4 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2018, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 were $82.4 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 was $6.3 million. If the acquisitions had occurred as of the beginning of the respective periods, 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)	Year Ended December 31,
(in thousands, except per share data)	2018		2017
Total revenues	$	2,259,812	$	2,193,169
Income before income taxes	$	504,664	$	503,927
Net income	$	375,670	$	447,796
Net income per share:
Basic	$	1.35	$	1.60
Diluted	$	1.33	$	1.57
Weighted average number of shares outstanding:
Basic	270,971		272,580
Diluted	275,521		277,586

During the year ended December 31, 2017, the Company acquired the assets and assumed certain liabilities of eleven insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables.

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



(in thousands)
Name	Business Segment	Effective Date of Acquisition	Cash Paid		Other Payable		Recorded Earn-Out Payable		Net Assets Acquired		Maximum Potential Earn- Out Payable
Other	Various	Various	$	41,471	$	11,708	$	6,921	$	60,100	$	27,451
Total			$	41,471	$	11,708	$	6,921	$	60,100	$	27,451



(in thousands)	Total
Other current assets	$	601
Fixed assets	69
Goodwill	42,172
Purchased customer accounts	18,738
Non-compete agreements	721
Total assets acquired	62,301
Other current liabilities	(1,512		)
Deferred income tax, net	(689		)
Total liabilities assumed	(2,201		)
Net assets acquired	$	60,100

Goodwill of $42.2 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $33.1 million, $7.2 million, $1.2 million and $0.7 million, respectively. Of the total goodwill of $42.2 million, $35.3 million is currently deductible for income tax purposes. The remaining $6.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2017, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2017 included in the Consolidated Statement of Income for the year ended December 31, 2017 were $7.8 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2017 included in the Consolidated Statement of Income for the year ended December 31, 2017 was $2.4 million. If the acquisitions had occurred as of the beginning of the respective periods, 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)	Year Ended December 31,
(in thousands, except per share data)	2017		2016
Total revenues	$	1,891,701	$	1,784,776
Income before income taxes	$	453,397	$	429,490
Net income	$	401,908	$	261,133
Net income per share:
Basic	$	1.44	$	0.93
Diluted	$	1.41	$	0.92
Weighted average number of shares outstanding:
Basic	272,580		272,278
Diluted	277,586		275,608

During the year ended December 31, 2016, the Company acquired the assets and assumed certain liabilities of seven insurance intermediaries, all of the stock of one insurance intermediary and three books of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables.



(in thousands)
Name	Business Segment	Effective Date of Acquisition	Cash Paid		Note Payable		Other Payable		Recorded Earn-Out Payable		Net Assets Acquired		Maximum Potential Earn- Out Payable
Social Security Advocates for the Disabled LLC (SSAD)	Services	February 1, 2016	$	32,526	$	492	$	—	$	971	$	33,989	$	3,500
Morstan General Agency, Inc. (Morstan)	Wholesale Brokerage	June 1, 2016	66,050		—		10,200		3,091		79,341		5,000
Other	Various	Various	26,140		—		464		400		27,004		7,785
Total			$	124,716	$	492	$	10,664	$	4,462	$	140,334	$	16,285



(in thousands)	SSAD			Morstan			Other			Total
Cash	$	2,094		$	—		$	—		$	2,094
Other current assets	1,042			2,482			1,555			5,079
Fixed assets	307			300			77			684
Goodwill	22,352			51,454			19,570			93,376
Purchased customer accounts	13,069			26,481			11,075			50,625
Non-compete agreements	72			39			117			228
Other assets	—			—			20			20
Total assets acquired	38,936			80,756			32,414			152,106
Other current liabilities	(1,717		)	(1,415		)	(5,410		)	(8,542		)
Deferred income tax, net	(3,230		)	—			—			(3,230		)
Total liabilities assumed	(4,947		)	(1,415		)	(5,410		)	(11,772		)
Net assets acquired	$	33,989		$	79,341		$	27,004		$	140,334

Goodwill of $93.4 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $13.1 million, $(1.2) thousand, $57.9 million and $22.4 million, respectively. Of the total goodwill of $93.4 million, $88.9 million is currently deductible for income tax purposes. The remaining $4.5 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2016, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2016 included in the Consolidated Statement of Income for the year ended December 31, 2016 were $34.2 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2016 included in the Consolidated Statement of Income for the year ended December 31, 2016 was $4.3 million. If the acquisitions had occurred as of the beginning of the respective periods, 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)	Year Ended December 31,
(in thousands, except per share data)	2016		2015
Total revenues	$	1,789,790	$	1,716,592
Income before income taxes	$	428,194	$	414,911
Net income	$	260,346	$	250,783
Net income per share:
Basic	$	0.93	$	0.89
Diluted	$	0.92	$	0.87
Weighted average number of shares outstanding:
Basic	272,278		275,620
Diluted	275,608		280,224

ASC 805 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, 2018, 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 years ended December 31, 2018, 2017 and 2016 were as follows:



	Year Ended December 31,
(in thousands)	2018			2017			2016
Balance as of the beginning of the period	$	36,175		$	63,821		$	78,387
Additions to estimated acquisition earn-out payables	77,377			6,920			4,462
Payments for estimated acquisition earn-out payables	(26,597		)	(43,766		)	(28,213		)
Subtotal	86,955			26,975			54,636
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	603			6,874			6,338
Interest expense accretion	2,366			2,326			2,847
Net change in earnings from estimated acquisition earn-out payables	2,969			9,200			9,185
Balance as of December 31,	$	89,924		$	36,175		$	63,821