During the six months ended June 30, 2024, Brown & Brown acquired all of the stock of five insurance intermediaries, purchased assets and assumed certain liabilities of eight insurance intermediaries, and purchased five books of business (customer accounts) for a total of 18 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”).

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 are 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.

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 including balances related to the acquisition of Kentro Capital Limited as of October 1, 2023, the acquisition date, primarily for intangible assets, goodwill, customer contract related balances and tax related balances.

For the six months ended June 30, 2024, adjustments were made within the permitted measurement period that included an increase to fiduciary assets and fiduciary liabilities of $20 million, a decrease to purchased customer accounts of $2 million, an increase to non-controlling interest of $6 million and an increase in estimated deferred consideration of $5 million for a net increase in goodwill of $13 million. These measurement period adjustments have been reflected as current period adjustments in the six months ended June 30, 2024 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments had no effect on earnings or cash in the current period.

Certain disclosures have not been presented as the effect of the acquisitions were not material to the Company's financial results.

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired through the six months ended June 30, 2024 as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.


(in millions)	Other (1)
Cash paid	$	121
Other payable		7
Recorded earn-out payable		19
Total consideration		147
Maximum potential earn-out payable		38
Allocation of purchase price:
Cash and equivalents		2
Fiduciary cash		21
Other current assets		7
Goodwill		108
Purchased customer accounts and other		37
Total assets acquired		175
Fiduciary liabilities		(21	)
Other current liabilities		(1	)
Total liabilities assumed		(22	)
Acquired non-controlling interest		(6	)
Net assets acquired	$	147

(1)

The other column represents a summarization of current year acquisitions with total consideration of less than $50 million per acquisition and adjustments from prior year acquisitions that were made within the permitted measurement period.

As of June 30, 2024 and 2023, 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 were as follows:


	Three months ended June 30,						Six months ended June 30,
(in millions)	2024			2023			2024			2023
Balance as of the beginning of the period	$	203		$	254		$	249		$	252
Additions to estimated acquisition earn-out payables		10			21			19			40
Payments for estimated acquisition earn-out payables		(45	)		(47	)		(96	)		(64	)
Subtotal		168			228			172			228
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(2	)		—			(7	)		(4	)
Interest expense accretion		3			2			5			4
Net change in earnings from estimated acquisition earn-out payables		1			2			(2	)		—
Foreign currency translation adjustments during the year		—			2			(1	)		4
Balance as of June 30,	$	169		$	232		$	169		$	232

Of the $169 million of estimated acquisition earn-out payables as of June 30, 2024, $93 million was recorded as accounts payable and $76 million was recorded as other non-current liabilities. As of June 30, 2024, the maximum future acquisition contingency payments was $485 million. Six of the estimated acquisition earn-out payables assumed in connection with the acquisitions of GRP (Jersey) Holdco Limited and Kentro Capital Limited included provisions with no maximum potential earn-out amount. The amount recorded for these acquisitions as of June 30, 2024 is $4 million. The Company deems a significant increase to this amount to be unlikely.