Business Combinations (Tables)

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Purchase Price Allocation for Current Year Acquisitions and Adjustments Made for Prior Year Acquisitions

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 21 acquisitions was $2,504.7 million during the nine months ended September 30, 2022. 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)
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
Orchid Intermediate Holdings, L.P. (Orchid)	National Programs	March 31, 2022	$	476.2	$	—	$	—	$	10.8	$	487.0	$	20.0
GRP (Jersey) Holdco Limited (GRP)	Retail National Programs Wholesale	July 1, 2022		1,839.8		14.7		—		—		1,854.5		—
First Insurance Solutions Ltd. (First)	Retail	July 8, 2022		13.0		—		1.4		8.3		22.7		8.4
BdB Holdings Limited (BdB)	Wholesale	August 1, 2022		75.3		—		—		11.4		86.7		36.3
Smithwick & Mariners Insurance, Inc. (Smithwick)	Retail	September 1, 2022		23.2		—		1.0		1.6		25.8		6.5
VistaNational Insurance Group, Inc. (VistaNational)	Retail	September 1, 2022		26.7		—		0.8		1.1		28.6		3.0
Other	Various	Various		50.5		—		1.4		8.9		60.8		17.9
Total			$	2,504.7	$	14.7	$	4.6	$	42.1	$	2,566.1	$	92.1

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 and adjustments made during the measurement period of the prior year acquisitions.

(in millions)	Orchid			GRP			First			BdB			Smithwick			VistaNational			Other (1)			Total
Cash and equivalents	$	3.2		$	80.3		$	2.4		$	15.8		$	—		$	—		$	0.3		$	102.0
Fiduciary cash		40.5			457.5			1.4			13.6			—			—			—			513.0
Fiduciary receivables		12.5			127.4			—			21.6			—			—			—			161.5
Other current assets		0.1			86.9			1.0			5.1			0.2			1.4			(9.2	)		85.5
Fixed assets		1.8			17.9			—			0.6			—			0.1			5.3			25.7
Goodwill		400.5			1,365.1			12.9			53.7			20.5			21.2			48.3			1,922.2
Purchased customer accounts and other		119.2			490.7			6.9			16.0			6.7			6.1			15.7			661.3
Non-compete agreements		—			—			—			0.3			0.1			0.1			0.7			1.2
Operating lease right-of-use assets		6.0			18.7			—			—			—			—			—			24.7
Other assets		1.9			8.8			—			3.1			—			—			0.2			14.0
Total assets acquired		585.7			2,653.3			24.6			129.8			27.5			28.9			61.3			3,511.1
Fiduciary liabilities		(53.0	)		(584.9	)		(1.4	)		(35.2	)		—			—			—			(674.5	)
Other current liabilities		(9.5	)		(62.3	)		(0.5	)		(2.1	)		(1.7	)		(0.3	)		(0.5	)		(76.9	)
Deferred income tax, net		(30.2	)		(122.5	)		—			(4.0	)		—			—			—			(156.7	)
Operating lease liabilities		(6.0	)		(18.7	)		—			—			—			—			—			(24.7	)
Other long-term liabilities		—			(10.4	)		—			(1.8	)		—			—			—			(12.2	)
Total liabilities assumed		(98.7	)		(798.8	)		(1.9	)		(43.1	)		(1.7	)		(0.3	)		(0.5	)		(945.0	)
Net assets acquired	$	487.0		$	1,854.5		$	22.7		$	86.7		$	25.8		$	28.6		$	60.8		$	2,566.1

(1)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.

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 three and nine months ended September 30, 2022 and 2021, were as follows:

	Three months ended September 30,						Nine months ended September 30,
(in millions)	2022			2021			2022			2021
Balance as of the beginning of the period	$	232.9		$	242.0		$	291.0		$	258.9
Additions to estimated acquisition earn-out payables		25.2			—			42.1			25.2
Assumed acquisition earn-out payables		34.8			—			34.8			—
Payments for estimated acquisition earn-out payables		(10.6	)		(1.9	)		(77.1	)		(41.8	)
Subtotal		282.3			240.1			290.8			242.3
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(28.5	)		21.8			(38.1	)		15.8
Interest expense accretion		1.9			1.3			5.0			4.8
Net change in earnings from estimated acquisition    earn-out payables		(26.6	)		23.1			(33.1	)		20.6
Foreign currency translation adjustments during the year		(5.8	)		(0.3	)		(7.8	)		—
Balance as of September 30,	$	249.9		$	262.9		$	249.9		$	262.9

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)	Three months ended September 30,				Nine months ended September 30,
(in millions, except per share data)	2022		2021		2022		2021
Total revenues	$	931.1	$	879.1	$	2,873.6	$	2,641.1
Income before income taxes	$	218.9	$	193.4	$	696.0	$	613.1
Net income	$	161.8	$	144.1	$	537.5	$	478.5
Net income per share:
Basic	$	0.57	$	0.51	$	1.90	$	1.69
Diluted	$	0.57	$	0.51	$	1.89	$	1.69
Weighted average number of shares outstanding:
Basic		277.8		276.5		277.5		276.1
Diluted		278.7		277.8		278.7		277.4