Brown & Brown (BRO) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic [removed: has] created significant volatility, uncertainty and economic disruption, which could further adversely affect our business and may materially and adversely affect our financial condition, results of operations and cash flows.

In addition, if [removed: the pandemic continues to create] [added: COVID-19 creates] disruptions or turmoil in the credit or financial [removed: markets,] [added: markets in the future,] or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted.

We cannot predict the impact that [removed: COVID-19] [added: COVID-19, or future pandemics, epidemics or outbreaks of infectious disease,] will have [added: in the future] on our customers, insurance carriers, suppliers and other third-party contractors, and each of their financial conditions; however, any material effect on these parties could adversely impact us.

Even after [removed: the COVID-19] [added: a pandemic, epidemic or] outbreak [added: of infectious disease] has subsided, we may experience materially adverse impacts to our business as a result of the [removed: virus’] global economic [removed: impact.][added: impact of these events.]

Further, [removed: COVID-19] [added: these events] may affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider as presenting significant risks to our operations.

These and other disruptions related to [removed: COVID-19] [added: pandemics, epidemics or outbreaks of infectious disease] could materially and adversely affect our business, financial condition, results of operations and cash flows.

Further, the potential effects [added: pandemics, epidemics or outbreaks] of [removed: COVID-19] [added: infectious disease] also could impact and, in some cases, magnify many of our risk factors described in this Annual Report on Form 10-K.

Additionally, any potential effects of [removed: COVID-19] [added: pandemics, epidemics or outbreaks of infectious disease] may lag behind the developments related to [removed: the COVID-19 pandemic.][added: such events.]

Significant inflation is often accompanied by higher [added: interest rates.]

Any significant increases in [added: inflation, such as the wage] inflation [added: experienced during the fiscal year ended December 31, 2022,] and interest rates could have [removed: material] [added: an] adverse effect on our business, results of operations and financial condition.

Our ability to successfully identify suitable acquisition candidates, complete acquisitions, [added: successfully] integrate acquired businesses into our operations, and expand into new markets requires us to implement and continuously improve our operations and our financial and management information systems.

A CYBERSECURITY ATTACK, OR ANY OTHER INTERRUPTION IN INFORMATION TECHNOLOGY AND/OR DATA SECURITY [removed: AND/OR OUTSOURCING RELATIONSHIPS,] [added: THAT MAY IMPACT OUR OPERATIONS OR THE OPERATIONS OF THIRD PARTIES THAT SUPPORT US,] COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND REPUTATION.

Additionally, we are an acquisitive organization and the process of integrating the information systems of the businesses we acquire is complex and exposes us to additional risk as we might not adequately identify weaknesses in the targets’ information systems, which could [removed: expose us to unexpected liabilities or make our own systems more vulnerable to attack.]

WE DERIVE A SIGNIFICANT PORTION OF OUR COMMISSION REVENUES FROM A LIMITED NUMBER OF INSURANCE COMPANIES, THE LOSS OF WHICH COULD RESULT IN [added: LOSS OF CAPACITY TO WRITE BUSINESS,] ADDITIONAL EXPENSE AND LOSS OF MARKET SHARE OR A MATERIAL DECREASE IN OUR [removed: PROFIT-SHARING CONTINGENT COMMISSIONS, GUARANTEED SUPPLEMENTAL COMMISSIONS OR INCENTIVE] COMMISSIONS.

For the year ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] no more than 5.0% of our total core commissions was derived from insurance policies underwritten by one insurance company.

Should [removed: this] [added: any] insurance company seek to terminate its arrangements with us or to otherwise decrease the number of insurance policies underwritten for us, we believe that other insurance companies are available to underwrite the business, although some additional expense and loss of market share could result.

BECAUSE A SIGNIFICANT PORTION OF OUR BUSINESSES ARE CONCENTRATED IN FLORIDA, CALIFORNIA, MASSACHUSETTS, GEORGIA, NEW YORK, AND MICHIGAN, [added: AS WELL AS IN THE UNITED KINGDOM,] ADVERSE ECONOMIC CONDITIONS, NATURAL DISASTERS, OR REGULATORY CHANGES IN THESE [removed: STATES] [added: JURISDICTIONS] COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

A significant portion of our businesses are concentrated in Florida, California, Massachusetts, Georgia, [added: Michigan, and] New York, [removed: and Michigan,] where for the year ended December 31, [removed: 2021,] [added: 2022,] we derived approximately [removed: 18%, 11%, 8%, 7%,] [added: 19%, 9%, 9%,] 7%, [added: 6%,] and 6% of our annual revenue, respectively.

Because our business is concentrated in the [removed: states] [added: jurisdictions] identified above, we face greater exposure to unfavorable changes in regulatory conditions in those [removed: states] [added: jurisdictions] than insurance intermediaries whose operations are more diversified through a greater number of [removed: states.][added: states and/or countries.]

In addition, the occurrence of adverse economic conditions, natural or other disasters, or other circumstances specific to or otherwise significantly impacting these [removed: states] [added: jurisdictions] could adversely affect our financial condition, results of operations and cash flows.

We are susceptible to losses and interruptions caused by hurricanes (particularly in Florida, where we have [removed: 52] [added: 55] offices and our headquarters, as well as in Texas, where we have [removed: 25] [added: 21] offices), earthquakes (including in California, where we have [removed: 31] [added: 28] offices), power shortages, telecommunications failures, water shortages, floods, fire, extreme weather conditions, geopolitical events such as terrorist acts and other natural or human-made disasters.

OUR CORPORATE CULTURE HAS CONTRIBUTED TO OUR SUCCESS, AND IF WE CANNOT MAINTAIN THIS CULTURE, OR IF WE EXPERIENCE A [added: SIGNIFICANT] CHANGE IN MANAGEMENT, MANAGEMENT PHILOSOPHY, OR BUSINESS STRATEGY, OUR BUSINESS MAY BE HARMED.

As we grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our profitability and/or our ability to retain and recruit people of the highest integrity and quality who are essential to our [removed: future success.]

In addition, as our organization grows and we are required to implement more complex organizational structures, or if we experience a [added: significant] change in management, management philosophy or business strategy, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture, such as our decentralized sales and service operating model, which could negatively impact our future success.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and internal controls [added: over financial reporting] and procedures will prevent all [removed: error] [added: errors] and fraud.

CERTAIN OF OUR [removed: EXISTING] SHAREHOLDERS HAVE SIGNIFICANT CONTROL OF THE COMPANY.

At December 31, [removed: 2021,] [added: 2022,] our executive officers, directors and certain of their family members collectively beneficially owned approximately [removed: 16.6%] [added: 16.5%] of our outstanding common stock, of which J.

WE HAVE OPERATIONS INTERNATIONALLY, WHICH MAY RESULT IN A NUMBER OF ADDITIONAL RISKS [removed: AND] [added: OR] REQUIRE MORE MANAGEMENT TIME AND EXPENSE THAN OUR DOMESTIC OPERATIONS TO ACHIEVE OR MAINTAIN PROFITABILITY.

We have [added: substantial] operations in [added: the United Kingdom, as well as operations in Belgium,] Bermuda, Canada, Cayman Islands, [removed: Ireland] [added: Ireland, Italy] and [removed: the United Kingdom.][added: Northern Ireland.]

[added: The GDPR became] fully effective in May 2018 and requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its processing, protection and the ability of persons whose data is stored to correct or delete such data about themselves.

These and similar initiatives around the world could increase the cost of developing, implementing or securing our servers and require us to allocate more resources to improved technologies, adding to our [removed: IT] [added: technology] and compliance costs.

OUR BUSINESS PRACTICES AND COMPENSATION ARRANGEMENTS [added: WITH INSURANCE CARRIERS] ARE SUBJECT TO UNCERTAINTY DUE TO POTENTIAL CHANGES IN REGULATIONS.

Other legislative developments that could adversely affect us include: changes in our business compensation model as a result of regulatory developments (for example, the Affordable Care Act); and federal and state governments establishing programs to provide health insurance or, in certain cases, property [removed: insurance in catastrophe-prone areas or other alternative market types of coverage that compete with or completely replace, insurance products offered by insurance carriers.]

Also, as climate change issues become more prevalent, the U.S. and [removed: foreign] [added: other] governments are beginning to respond to these issues.

This increasing governmental focus on climate change may result in new environmental [removed: regulations] [added: regulations, new or enhanced reporting, diligence or disclosure rules] that may negatively affect us and our [removed: customers.][added: customers and could expand the nature, scope, and complexity of matters that we are required to control, assess, and report.]

At December 31, [removed: 2021,] [added: 2022,] we believe we were in compliance with the financial covenants and other limitations contained in each of the credit agreements that govern out debt.

The failure of any lender under our revolving credit facility (which matures in 2026) [added: (the "Revolving Credit Facility")] could adversely affect our ability to borrow on that facility, which over time could negatively impact our ability to consummate significant acquisitions or make other significant capital expenditures.

As of December 31, [removed: 2021,] [added: 2022,] the Company’s primary exposures are debt instruments referencing LIBOR-based [removed: rates] [added: rates,] which include the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) term loan balance of [removed: $246.9] [added: $234.4] million outstanding and matures in October 2026, as well as the term loan credit agreement (the “Term Loan Credit Agreement”) which had an outstanding balance of [removed: $240.0] [added: $210.0] million and matures in December 2023.

CHANGES IN CURRENT U.S. OR GLOBAL ECONOMIC [removed: CONDITIONS] [added: CONDITIONS, INCLUDING AN EXTENDED SLOWDOWN IN THE MARKETS IN WHICH WE OPERATE,] MAY ADVERSELY AFFECT OUR BUSINESS.

[removed: Profit-sharing] [added: The occurrence of any of these events may cause a decrease to our profit-sharing] contingent [removed: commissions] [added: commissions, which] are special revenue-sharing commissions paid by insurance companies based primarily upon the [removed: profitability, and to a lesser extent may have provisions for volume and/or growth of the business] [added: profitability] placed with such companies generally during the prior year.

Similarly, if an employee joins us from a competitor and is subject to enforceable restrictive covenants, we may be delayed in optimizing the employee's potential.

expose us to unexpected liabilities or make our own systems more vulnerable to attack.

THE OCCURRENCE OF NATURAL DISASTERS COULD RESULT IN DECLINES IN PROFIT-SHARING CONTINGENT COMMISSIONS OR REDUCED INSURER CAPACITY, AND MAY ALSO SUBJECT OUR CAPITALIZED CAPTIVE INSURANCE FACILITIES TO CLAIMS EXPENSES, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our business is exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods, tornadoes, extreme weather or other climate events.

The occurrence of natural disasters could also result in reduced underwriting capacity by insurance carriers, making it more difficult for us to place business.

If access to underwriting markets for certain lines of coverage becomes unavailable or difficult due to the impact of natural disasters, this may have a negative impact on our customers’ access to coverage, which could in turn reduce our ability to place certain lines of coverage and negatively impact our business.

Natural disasters may also subject our insurance company subsidiary operations, including the capitalized captive insurance facilities in which we participate, to claims expenses.

We also derived approximately 4.7% of our annual revenue from our businesses located in the United Kingdom.

The insurance business in the United Kingdom is regulated at the national level by the Financial Conduct Authority, which may enact laws or otherwise act in ways that adversely affect the insurance industry or our ability to continue acquiring businesses in the United Kingdom.

future success.

Remote and hybrid work arrangements as a result of the COVID-19 pandemic may also negatively impact our ability to maintain our culture.

WE ARE SUBJECT TO LIMITED UNDERWRITING RISK THROUGH OUR PARTICIPATION IN CAPITALIZED CAPTIVE INSURANCE FACILITIES, WHICH MAY SUBJECT US TO LIMITED CLAIMS EXPENSES

From time to time, the Company participates in capitalized captive insurance facilities for the purpose of facilitating additional underwriting capacity for our customers and to participate in underwriting results.

While the Company’s underwriting risk through its participation in these facilities is limited, we may be subject to claims expenses associated with catastrophic weather events, such as those in the third quarter of 2022 associated with Hurricane Ian.

Our results of operations may be negatively impacted if any of the facilities incur claims expenses.

Our F&I businesses may be negatively impacted by a slowdown in vehicles sales in the united states or by regulatory changes, including tax-related changes, affecting the sale of f&I products by vehicle dealers

Our F&I businesses earn commissions and fees from the sale of non-insurance warranty services and products by vehicle dealers.

For the year ended December 31, 2022, we derived less than 10% of our annual total revenues from our F&I businesses.

If there were a slowdown in vehicle sales in the United States or regulatory changes, including tax-related changes, affecting the sale of non-insurance warranty services and products by vehicle dealers, our F&I businesses may be negatively impacted, which may impact our results of operation.

THE RISK OF NON-COMPLIANCE WITH NON-U.S. LAWS, REGULATIONS AND POLICIES COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS, FINANCIAL CONDITION OR STRATEGIC OBJECTIVES.

In 2022, the Company acquired GRP (Jersey) Holdco Limited and its business and the general insurance operating companies of BdB Limited companies (the “Acquisitions”).

The Acquisitions introduce us to several new geographic markets, subjecting us to additional non-U.S. laws, regulations and policies which did not previously apply to us.

These laws and regulations are complex, change frequently, have become more stringent over time, could increase our cost of doing business, and could result in conflicting legal requirements.

These laws and regulations include international labor and employment laws and data privacy requirements.

We will be subject to the risk that we, our employees and our agents may take actions determined to be in violation of any of these laws, regulations or policies, for which we might be held responsible.

Actual or alleged violations could result in substantial fines, sanctions, civil or criminal penalties, curtailment of operations in certain jurisdictions, competitive or reputational harm, litigation or regulatory action and other consequences that might adversely affect our results of operations, financial condition or strategic objectives.

insurance in catastrophe-prone areas or other alternative market types of coverage that compete with or completely replace, insurance products offered by insurance carriers.

INCREASING SCRUTINY AND CHANGING EXPECTATIONS FROM INVESTORS AND CUSTOMERS WITH RESPECT TO OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) PRACTICES MAY IMPOSE ADDITIONAL COSTS ON US OR EXPOSE US TO REPUTATIONAL OR OTHER RISKS.

There is increased focus, including from governmental organizations, investors and customers, on ESG issues such as environmental stewardship, climate change, diversity and inclusion, racial justice and workplace conduct.

Negative public perception, adverse publicity or negative comments in social media and other forums could damage our reputation if we do not, or are not perceived to, adequately address any one or more of these issues.

Any harm to our reputation could impact employee engagement and retention and the willingness of customers and others to do business with us.

Some investors have increased their emphasis on the ESG practices of companies across all industries, including with respect to climate and human capital management.

Certain investors have developed their own ESG ratings while others use third-party benchmarks or scores to measure a company’s ESG practices and make investment decisions or otherwise engage with the company to influence its practices in these areas.

Additionally, our customers may evaluate our ESG practices and/or request that we adopt certain ESG policies in order to work with us.

Also, organizations that provide ratings information to certain investors on ESG matters may assign unfavorable ratings to the Company, which may lead to negative investor sentiment and the diversion of investment capital to other companies or industries, which could have a negative impact on our stock price and our costs of capital.

New government regulations could also result in new or more stringent forms of ESG oversight and new mandatory and voluntary reporting, diligence and disclosure.

Our failure to meet expectations, whether the expectations are set by us or by investors or other stakeholders, or to any other failure to make progress in this area on a timely basis, or at all, may negatively impact our reputation and our business.

The Company entered into the Second Amended and Restated Credit Agreement in October 2021, which includes provisions regarding the transition from LIBOR to SOFR.

The new benchmark for our USD borrowings will be SOFR, in which the Company is taking active measures to transition and replace LIBOR.

THE COVID-19 PANDEMIC, AS WELL AS FUTURE PANDEMICS, EPIDEMICS OR OUTBREAKS OF INFECTIOUS DISEASE, AND THE RESULTING GOVERNMENTAL AND SOCIETAL RESPONSES MAY MATERIALLY AND ADVERSELY AFFECT THE COMPANY’S BUSINESS, LIQUIDITY, CUSTOMERS, INSURANCE CARRIERS AND THIRD PARTIES.

Risks Related to the COVID-19 Pandemic

THE COVID-19 PANDEMIC AND THE RESULTING GOVERNMENTAL AND SOCIETAL RESPONSES, THE SEVERITY AND DURATION OF COVID-19 (INCLUDING THROUGH ANY NEW VARIANT STRAINS OF THE UNDERLYING VIRUS).

THE EFFECTIVENESS AND ACCESSIBILITY TO VACCINES, THE PACE AND RATE AT WHICH VACCINES ARE ADMINISTERED, ACTIONS TAKEN BY GOVERNMENTAL AUTHORITIES IN RESPONSE TO COVID-19, AND THE DIRECT AND INDIRECT IMPACT OF COVID-19 ON THE U.S. ECONOMY AND THE GLOBAL ECONOMY, MAY MATERIALLY AND ADVERSELY AFFECT THE COMPANY’S BUSINESS, LIQUIDITY, CUSTOMERS, INSURANCE CARRIERS AND THIRD PARTIES.

In December 2019, a novel strain of coronavirus, COVID-19, surfaced.

Since then, COVID-19 has spread across the world, and has been declared a pandemic by the World Health Organization.

The global outbreak of COVID-19 continues to rapidly evolve.

The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the ultimate geographic spread and severity of COVID-19; the duration of the pandemic; the effectiveness and roll-out of vaccinations against COVID-19; society's willingness to receive the vaccinations; business closures, travel restrictions, social distancing and other actions taken to contain and treat COVID-19; the effectiveness of actions taken to contain and treat the virus; the impact of the pandemic on economic activity; the timing and effectiveness of government stimulus programs; the extent and duration of the effect on customer demand and buying patterns; and any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions.

As the COVID-19 pandemic and any associated protective or preventative measures continue to spread in the United States and around the world, we may experience disruptions to our business, including:

our customers choosing to limit purchases of insurance and services due to declining business conditions, our customers ceasing their business operations on a temporary or permanent basis, and a reduction in our customers’ insurable exposure units, all of which would impact our ability to generate commission revenue and other revenue;

a delay in cash payments to us from customers or carrier partners due to COVID-19, which could negatively impact our financial condition;

travel restrictions and quarantines leading to a lack of in-person meetings, which would hinder our ability to establish relationships or originate new business;

alternative working arrangements, including employees working remotely, which could negatively impact our business should such arrangements remain for an extended period of time; and

failure of third parties upon which we rely to meet their obligations to us, or significant disruptions in their ability to meet those obligations in a timely manner, which may be caused by their own financial or operational difficulties.

Additionally, should any key employees become ill from the coronavirus and unable to work, the attention of the management team could be diverted.

However, as the COVID-19 situation is unprecedented and continuously evolving, the potential impacts to our risk factors remain uncertain.

interest rates.

The GDPR became

The Company is currently evaluating the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates, including, but not limited to, SOFR.

Currently, it is anticipated that the new benchmark for our USD borrowings will be SOFR.

In addition, please see “Information Regarding Non-GAAP [added: Financial] Measures” [removed: below,] [added: below] regarding important information on non-GAAP financial measures contained in our discussion and analysis.

We also [removed: operate a] [added: participate in] capitalized captive insurance [removed: facility] [added: facilities] (the [removed: "Captive")] [added: "Captives")] for the purpose of having additional capacity to [removed: sell property insurance for earthquake] [added: place coverage, drive additional revenues] and [removed: wind exposed properties.][added: to participate in underwriting.]

We have increased revenues every year from 1993 to [removed: 2021,] [added: 2022,] with the exception of 2009, when our revenues declined 1.0%.

Our revenues grew from $95.6 million in 1993 to [removed: $3.1] [added: $3.6] billion in [removed: 2021,] [added: 2022,] reflecting a compound annual growth rate of [removed: 13.2%.][added: 13.3%.]

In the same [removed: 28-year] [added: 29-year] period, we increased net income from $8.1 million to [removed: $587.1] [added: $671.8] million in [removed: 2021,] [added: 2022,] a [added: 16.5%] compound annual growth [removed: rate of 16.5%.][added: rate.]

The volume of business from new and existing customers, fluctuations in insurable exposure units, changes in premium rate levels, changes in general economic and competitive conditions, a health [removed: pandemic, and] [added: pandemic or a reduction of purchased limits] the occurrence of catastrophic weather events all affect our revenues.

For example, [removed: level rates] [added: higher levels] of [removed: inflation] [added: inflation, an increase the value of insurable exposure units,] or a general decline in economic [removed: activity] [added: activity,] could [removed: limit increases in] [added: decrease] the [removed: values] [added: value] of insurable exposure units.

We foster a strong, decentralized sales and service [removed: culture] [added: culture,] which enables responsiveness to changing business conditions and drives accountability for results.

[removed: The term “Organic Revenue,” a non-GAAP measure,] [added: Organic Revenue] is our core commissions and fees less: (i) the core commissions and fees earned for the first [removed: 12] [added: twelve] months by [removed: newly-acquired] [added: newly acquired] operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period); and (iii) the [removed: period over period] [added: period-over-period] impact of [removed: foreign currency translation, which is calculated by applying current year foreign exchange rates to the same period in the prior year.][added: Foreign Currency Translation.]

The term “core commissions and fees” excludes profit-sharing contingent [removed: commissions and guaranteed supplemental] commissions, and therefore represents the revenues earned directly from specific insurance policies sold, and specific fee-based services rendered.

The [removed: resulting] net change [added: in core commissions and fees] reflects the aggregate changes attributable to: (i) net new and lost accounts; (ii) net changes in our customers’ exposure units; (iii) net changes in insurance premium rates or the commission rate paid to us by our carrier partners; [removed: and] (iv) the net change in fees paid to us by our [removed: customers.][added: customers; and (v) any businesses acquired or disposed of.]

Beginning [removed: in 2022] [added: January 1, 2022,] we [removed: will no longer exclude] [added: include] guaranteed supplemental commissions [removed: from] [added: ("GSCs") as part of] core commissions and fees [removed: and therefore they will be] [added: and, therefore, GSCs are] a component of Organic Revenue.

[removed: Guaranteed supplemental commissions] [added: GSCs] are a [removed: small and increasingly more] stable source of revenue that are highly correlated to core commissions, so [removed: excluding] [added: isolating] them [removed: provides] [added: separately provided] no meaningful incremental value in evaluating our [removed: revenue performance.][added: revenue.]

We also earn [removed: “profit-sharing] [added: profit-sharing] contingent [removed: commissions,”] [added: commissions,] which are commissions based primarily on underwriting results, but [removed: which] [added: in select situations] may [removed: also] reflect [added: additional] considerations for volume, growth and/or retention.

These commissions, which are included in our commissions and fees in the Consolidated [removed: Statement] [added: Statements] of Income, are accrued throughout the year based on actual premiums written and are primarily received in the first and second quarters of each subsequent year, based upon the aforementioned considerations for the prior year(s).

This increase was the result of recent acquisitions and qualifying for certain profit-sharing contingent commissions [removed: and GSCs] in [added: 2022 that we did not qualify for in the prior year, partially offset by reduced profit-sharing contingent commissions relating to the impacts from the estimated insured property losses associated with Hurricane Ian.]

Fee revenues primarily relate to services other than securing coverage for our customers, [removed: as well] [added: and to a lesser extent] as fees negotiated in lieu of [removed: commissions, and are recognized as performance obligations are satisfied.][added: commissions.]

Fee revenues are generated by: (i) our Services segment, which [added: is primarily a fee-based business that] provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare [added: benefits advocacy services, and claims adjusting services; (ii) our National Programs and Wholesale Brokerage segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance companies; and (iii) our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, and in our automobile dealer services (“F&I”) businesses where we earn fees for]

Fee revenues as a percentage of our total commissions and fees, represented [removed: 27.4%] [added: 25.8%] in [removed: 2021] [added: 2022] and [removed: 26.1%] [added: 27.4%] in [removed: 2020.][added: 2021.]

For the [removed: years] [added: year] ended December 31, [removed: 2021 and 2020,] [added: 2022,] our commissions and fees growth rate was 16.9% and [removed: 9.3%, respectively, and] our consolidated Organic Revenue growth rate was [removed: 10.4% and 3.8%, respectively.][added: 8.1%.]

[removed: Investment] [added: Historically, investment] income [removed: consists] [added: has consisted] primarily of interest earnings on operating [removed: cash,] [added: cash] and where permitted, on premiums and advance premiums collected and held in a fiduciary capacity before being remitted to insurance companies.

Our policy [added: as it relates to the Company’s capital] is to invest available funds in high-quality, short-term [added: money-market funds and] fixed income investment securities.

Other income primarily reflects legal settlements and other [removed: miscellaneous] revenues.

Information Regarding Non-GAAP [added: Financial] Measures

In the discussion and analysis of our results of operations, in addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), we provide references to the following non-GAAP financial measures as defined in Regulation G of [added: the] SEC rules: [added: Total Revenues - Adjusted,] Organic Revenue, [removed: Organic Revenue growth,] [added: EBITDAC,] EBITDAC [added: Margin, EBITDAC - Adjusted] and EBITDAC [removed: Margin.][added: Margin - Adjusted.]

[removed: EBITDAC] [added: EBITDAC] is defined as income before interest, income taxes, depreciation, [removed: amortization,] [added: amortization] and the change in estimated acquisition earn-out [removed: payables ("EBITDAC").][added: payables.]

[removed: EBITDAC Margin] [added: EBITDAC Margin] is defined as EBITDAC divided by total revenues.

We view [removed: these non-GAAP financial measures] [added: Organic Revenue and Organic Revenue growth] as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our [removed: segments] [added: four segments,] because they allow us to determine a [removed: more] comparable, but non-GAAP, measurement of revenue growth [removed: and operating performance] that is associated with the revenue sources that were a part of our business in both the current and prior year.

[removed: We] [added: As disclosed in our most recent proxy statement, we] use Organic Revenue [removed: growth in determining incentive cash compensation] and [added: EBITDAC Margin] as [removed: a] [added: key] performance [removed: measure in] [added: metrics for] our [removed: equity] [added: short-term and long-term] incentive [removed: grants] [added: compensation plans] for [removed: our] executive officers and other key [added: employees.]

We present [removed: such non-GAAP supplemental financial information] [added: these measures] because we believe such information is of interest to the investment community and because we believe [removed: they provide] [added: it provides] additional meaningful methods [removed: of evaluating certain aspects of our] [added: to evaluate the Company’s] operating performance from period to period on a basis that may not be otherwise apparent on a GAAP [removed: basis.][added: basis due to the impact of certain items that have a high degree of variability and that we believe are not indicative of ongoing performance.]

Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical [removed: adjustments.][added: adjustments and, therefore, comparability may be limited.]

This supplemental [added: non-GAAP] financial information should be considered in addition to, [added: and] not in lieu of, [removed: our] [added: the Company's] Consolidated Financial Statements.

[removed: Tabular] [added: Consistent with Regulation G, a description of such information is provided below and tabular] reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Annual Report on Form 10-K under “Results of [removed: Operation] [added: Operations] - Segment Information.”

From 1993 through the fourth quarter of [removed: 2021,] [added: 2022,] we acquired [removed: 580] [added: 610] insurance intermediary operations.

In particular, the accounting for these areas [added: is subject to uncertainty because it] requires significant use of judgment to be made by management.

When we are paid a fee for service, however, the associated revenue is recognized over a period of time that coincides with when the customer simultaneously receives and consumes the benefit of our work, which characterizes [removed: most of our claims processing arrangements and various services performed in our property and casualty, and employee benefits practices.]

To a much lesser extent, the Company [removed: will earn] [added: earned] revenues starting in 2022 in the form of net retained earned premiums in connection with the [removed: Captive, in which the majority of underwriting risk is reinsured and a small portion is retained by the Company.][added: Captives.]

If the Company does not perform a qualitative assessment, or [removed: if it is determined that] [added: as a result of the qualitative assessment,] it is [removed: more likely than] not [added: determined] that the fair value of [removed: a] [added: the] reporting unit [added: more likely than not] exceeds [removed: its] [added: the] carrying amount, the Company will calculate the fair value of the reporting [removed: unit.][added: unit for comparison against the carrying value.]

We completed our most recent evaluation of impairment for goodwill as of November 30, [removed: 2021] [added: 2022] and determined that the fair value of goodwill exceeded the carrying value of such assets.

Additionally, there have been no impairments recorded for amortizable intangible assets for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The Company has traditionally participated in underwriting profits through profit-sharing contingent commissions.

These Captives give us another way to deliver incremental revenue growth and continue to participate in underwriting results while limiting exposure to claims expenses.

The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain managing general agents.

The Captives limit the Company's exposure to claims expenses either through reinsurance or by only participating in certain tranches of the underwriting.

assisting our customers with creating and selling warranty and service risk management programs.

Income before income taxes for the year ended December 31, 2022 increased by $113.3 million, or 14.9% over 2021, driven by new business and growth from existing customers, acquisitions we completed in the last twelve months and the year-over-year change in estimated acquisition earn-out payables, which were partially offset by incremental operating costs, increased amortization expense as a result of our recent acquisitions along with increased interest expense associated with higher average debt balances from debt issued and bank financing in the first quarter of 2022 to fund the acquisitions of GRP (Jersey) Holdco Limited and its businesses ("GRP"), Orchid Underwriters Agency and CrossCover Insurance Services ("Orchid") and BdB Limited companies ("BdB") as well as increases in the floating-rate benchmark used on our adjustable rate debt and the net change in any gain or loss associated with the sales of businesses or books of business.

This non-GAAP financial information should be considered in addition to, not in lieu of, the Company’s consolidated income statements as of the relevant date.

We also view Total Revenues - Adjusted, EBITDAC, EBITDAC - Adjusted, EBITDAC Margin and EBITDAC Margin - Adjusted as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner.

All current and prior periods contained within this Annual Report on Form 10-K have been adjusted for this treatment.

Beginning January 1, 2022, the following, in addition to the change in estimated acquisition earn-out payables, are excluded from certain non-GAAP measures, as we believe these amounts are not indicative of the ongoing operating performance of the business and are not easily comparable from period-to-period:

“(Gain)/loss on disposal,” a caption on our consolidated statements of income which reflects net proceeds received as compared to net book value related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure.

“Acquisition/Integration Costs,” which represent the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our acquisitions of GRP, Orchid and BdB, which are not expected to occur on an ongoing basis in the future.

The period-over-period impact of foreign currency translation (“Foreign Currency Translation”), which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of U.S. dollars for the same period in the prior year.

We are presenting EBITDAC - Adjusted and EBITDAC Margin - Adjusted for the current and prior year periods contained within this Annual Report on Form 10-K so these non-GAAP financial measures compare both periods on the same basis.

Non-GAAP Revenue Measures

Total Revenues - Adjusted is our total revenues, excluding the period-over-period impact of Foreign Currency Translation.

The term “core commissions and fees” excludes profit-sharing contingent commissions and therefore represents the revenues earned directly from specific insurance policies sold and specific fee-based services rendered.

Non-GAAP Earnings Measures

EBITDAC - Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on disposal, (ii) Acquisition/Integration Costs and (iii) the period-over-period impact of Foreign Currency Translation.

EBITDAC Margin - Adjusted is defined as EBITDAC - Adjusted divided by Total Revenues - Adjusted.

most of our claims processing arrangements and various services performed in our property and casualty, and employee benefits practices.

As a result of the awarding of these shares, the grantees will be eligible to receive payments of dividends and exercise voting privileges.

As a result of the awarding of these shares, the grantees will be eligible to receive payments of dividends and exercise voting privileges.

During the first quarter of 2023, the performance conditions for approximately 970,000 shares of the Company’s common stock granted under the under the Company’s 2019 SIP were determined by the Compensation Committee to have been satisfied relative to the performance-based grants issued in 2020 and 2022.

These grants had a performance measurement period that concluded on December 31, 2022.

The vesting condition for these grants requires continuous employment for a period of up to five years from the 2020 grant date and four years from the 2022 grant date in order for the awarded shares to become fully vested and nonforfeitable.

As a result of the awarding of these shares, the grantees will be eligible to receive payments of dividends and exercise voting privileges.

The awarded shares will be included as issued and outstanding common stock shares and included in the calculation of basic and diluted net income per share.

| Core commissions and fees | | $ | 3,474.5 | | | | 17.2 | % | | $ | 2,965.3 | |

| Other income, net | | | 3.7 | | | | 32.1 | % | | | 2.8 | |

| Total revenues | | | 3,573.4 | | | | 17.1 | % | | | 3,051.4 | |

| Other operating expenses | | | 596.8 | | | | 48.1 | % | | | 403.0 | |

| Amortization | | | 146.6 | | | | 22.6 | % | | | 119.6 | |

| Depreciation | | | 39.2 | | | | 17.7 | % | | | 33.3 | |

| Interest | | | 141.2 | | | | 117.2 | % | | | 65.0 | |

| Total expenses | | | 2,697.3 | | | | 17.9 | % | | | 2,288.6 | |

| Income before income taxes | | | 876.1 | | | | 14.9 | % | | | 762.8 | |

| Income taxes | | | 204.3 | | | | 16.3 | % | | | 175.7 | |

| NET INCOME | | $ | 671.8 | | | | 14.4 | % | | $ | 587.1 | |

| EBITDAC - Adjusted (2) | | $ | 1,170.9 | | | | 15.9 | % | | $ | 1,010.1 | |

The Captive buys reinsurance, limiting, but not eliminating the Company's exposure to underwriting losses and revenues are recognized as net retained earned premiums over the associated policy periods.

“Organic Revenue” is reported in this manner in order to express the current year’s core commissions and fees on a comparable basis with the prior year’s core commissions and fees.

Organic Revenue is reported in “Results of Operations” and in “Results of Operations - Segment Information” of this Annual Report on Form 10-K.

In connection with the Captive, we will recognize revenue starting in 2022 on a net retained earned premiums basis in a manner consistent with core commissions and fees.

We anticipate presenting certain prior periods accordingly so that the calculation of Organic Revenue compares both periods on the same basis.

Certain insurance companies offer guaranteed fixed-base agreements, referred to as “Guaranteed Supplemental Commissions” (“GSCs”) in lieu of profit-sharing contingent commissions.

GSCs are accrued throughout the year based on actual premiums written.

Over the last three years, GSCs have averaged less than 1.0% of commissions and fees revenue.

Combined, our profit-sharing contingent commissions and GSCs for the year ended December 31, 2021 increased by $14.1 million over 2020.

2021 that we did not qualify for in the prior year.

benefits advocacy services, and claims adjusting services; (ii) our National Programs and Wholesale Brokerage segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance companies; and (iii) our Retail segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, and in our automobile dealer services (“F&I”) businesses where we primarily earn fees for assisting our customers with creating and selling warranty and service risk management programs.

Income before income taxes for the year ended December 31, 2021 increased by $138.7 million over 2020, as a result of net new business, acquisitions we completed since 2020, and management of our expense base, partially offset by an increase in the change in estimated acquisition earn-out payables.

We believe that Organic Revenue provides a meaningful representation of our operating performance and view Organic Revenue growth as an important indicator when assessing and evaluating the performance of our four segments.

employees.

We use EBITDAC Margin for incentive cash compensation determinations for our executive officers.

We view EBITDAC and EBITDAC Margin as important indicators of operating performance, because they allow us to determine more comparable, but non-GAAP, measurements of our operating margins in a meaningful and consistent manner by removing the significant non-cash items of depreciation, amortization, and the change in estimated acquisition earn-out payables, as well as interest expense and taxes, which are reflective of investment and financing activities, not operating performance.

These measures are not in accordance with, or an alternative to the GAAP information provided in this Annual Report on Form 10-K.

We believe these non-GAAP financial measures improve the comparability of results between periods by eliminating the impact of certain items that have a high degree of variability.

| Core commissions and fees | | $ | 2,946,291 | | | | 17.0 | % | | $ | 2,518,980 | |

| Guaranteed supplemental commissions | | | 19,005 | | | | 17.4 | % | | | 16,194 | |

| Other income, net | | | 2,777 | | | | (37.7 | )% | | | 4,456 | |

| Total revenues | | | 3,051,398 | | | | 16.8 | % | | | 2,613,375 | |

| Employee compensation and benefits | | | 1,636,911 | | | | 14.0 | % | | | 1,436,377 | |

| Other operating expenses | | | 402,941 | | | | 10.1 | % | | | 365,973 | |

| Amortization | | | 119,593 | | | | 10.2 | % | | | 108,523 | |

| Depreciation | | | 33,309 | | | | 26.8 | % | | | 26,276 | |

| Interest | | | 64,981 | | | | 10.2 | % | | | 58,973 | |

| Total expenses | | | 2,288,575 | | | | 15.0 | % | | | 1,989,276 | |

| Income before income taxes | | | 762,823 | | | | 22.2 | % | | | 624,099 | |

| Income taxes | | | 175,719 | | | | 22.4 | % | | | 143,616 | |

| NET INCOME | | $ | 587,104 | | | | 22.2 | % | | $ | 480,483 | |

| EBITDAC (2) | | $ | 1,021,151 | | | | 25.5 | % | | $ | 813,413 | |

| EBITDAC Margin (2) | | | 33.5 | % | | | | | | | 31.1 | % |

| Capital expenditures | | $ | 45,045 | | | | (36.3 | )% | | $ | 70,700 | |

| Total assets at December 31 | | $ | 9,795,443 | | | | 9.2 | % | | $ | 8,966,492 | |

This increase was the result of recent acquisitions and qualifying for certain profit-sharing contingent commissions and GSCs in 2021 that we did not qualify for in the prior year.

The decrease was primarily due to lower interest rates as compared to the prior year.

Other income consists primarily of legal settlements and other miscellaneous income.

This underlying employee compensation and benefits expense increase was primarily related to: (i) an increase in staff salaries attributable to salary inflation; (ii) an increase in accrued performance bonuses; and (iii) an increase in producer compensation associated with revenue growth.

The net increase included: (i) $40.2 million of other operating expenses related to stand-alone acquisitions that had no comparable costs in the same period of 2020; (ii) increased data processing costs as we invest in our business to drive future growth; (iii) slightly higher variable operating expenses, including travel and entertainment and meeting-related expenses; partially offset by (iv) non-recurring legal costs and the write-off recorded in 2020 of certain receivables in one of our programs where it was determined the collectability was in doubt and which did not recur in 2021.

The fair [removed: values] [added: value] of our invested assets at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material.

As of July 2017, the UK Financial Conduct Authority (“FCA”) has urged banks and institutions to discontinue their use of the LIBOR benchmark rate for [removed: floating rate] [added: floating-rate] debt, and other financial instruments tied to the rate after 2021.

The Alternative Reference Rates Committee (“ARRC”) [removed: have] [added: has] recommended the Secured Overnight Financing Rate (“SOFR”) as the best alternative rate to LIBOR post discontinuance and has proposed a transition plan and timeline designed to encourage the adoption of SOFR from LIBOR.

[removed: On October 27, 2021] [added: When] the Company entered into the Second Amended and Restated Credit [removed: Agreement.][added: on October 27, 2021, it included provisions regarding transition from LIBOR to SOFR in preparation of the LIBOR cessation.]

[removed: Management] [added: the Company] will [removed: continue to actively] assess [removed: the related opportunities and risks associated with the transition as well as monitor related proposals, guidance and] [added: any] other [removed: alternative-rate initiatives,] [added: current agreements] with [added: benchmark rates tied to LIBOR with] an expectation that the Company will be prepared for a termination of LIBOR benchmarks prior to June 30, 2023 when typical rate settings will no longer be available.

Based upon our foreign currency rate exposure as of December 31, [removed: 2021,] [added: 2022,] an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Consolidated Financial Statements.

As of December 31, 2022, we had $781.2 million outstanding under the Loan Agreement tied to the Secured Overnight Financing Rate (“SOFR”) and $444.4 million of borrowings outstanding under certain credit agreements tied to the overnight London Interbank Offered Rate (“LIBOR”).

These aforementioned notes bear interest on a floating basis and are therefore subject to changes in the associated interest expense.

However, on November 30, 2020, the ICE Benchmark Administration Limited (“IBA”), announced that it would consult in early December 2020 on its intention to cease the publication of the one-week and two-month U.S. dollar LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining U.S. dollar LIBOR settings (overnight and one, three, six and twelve months) immediately following the LIBOR publication on June 30, 2023.

In connection to the released statement from the IBA, on December 4, 2020, the FCA released a similar statement in support of the continuation of the LIBOR rate beyond 2021.

Post consultation on March 5, 2021, IBA confirmed its proposed dates to stop publishing the London interbank offered rate for dollars ("USD LIBOR") on a representative basis.

On March 31, 2022, the Company entered into the Loan Agreement which bears interest tied to the annual rate for the adjusted Secured Overnight Financing Rate ("Adjusted Term SOFR").

In the coming periods,

The majority of our international operations do not have material transactions in currencies other than their functional currency which would expose the Company to transactional currency rate risk.

We are subject to translational exchange rate risk having businesses operating outside of the U.S. in the following functional currencies, British pounds, Canadian dollar and euros.

As of December 31, 2021, we had $486.9 million of borrowings outstanding under our various credit agreements, all of which bear interest on a floating basis tied to London Inter-bank Offered Rate (“LIBOR”) and is therefore subject to changes in the associated interest expense.

On March 5, 2021 the ICE Benchmark Administration, which administrators LIBOR, and the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be represented immediately after December 31, 2021 for all non-U.S. dollar LIBOR settings and one-week and two-month U.S. dollar LIBOR settings and immediately after June 30, 2023 for the remaining U.S. dollar LIBOR settings.

The Second Amended and Restated Credit Agreement includes provisions regarding transition from LIBOR to SOFR in preparation of the LIBOR cessation.

We are subject to operational exchange rate risk primarily in our U.K.-based wholesale brokerage business that has a cost base principally denominated in British pounds and a revenue base in several other currencies, but principally in U.S. dollars, and in our Canadian MGA business that has substantially all of its revenues and cost base denominated in Canadian dollars.

As of January 14, 2021, the Company announced the completion of the acquisition of O’Leary Insurances, an Ireland based retail brokerage business which has substantially all of its revenue and cost base in euros.

We primarily operate as an agent or broker and [removed: therefore] [added: therefore, with limited exceptions,] do not assume underwriting risks.

[removed: An exception is the activity in] [added: Within] The Wright Insurance Group, LLC (“Wright”), [removed: in which] we operate a write-your-own flood insurance carrier, Wright National Flood Insurance Company (“WNFIC”).

[removed: We also operate a capitalized captive insurance facility (the "Captive") for the purpose of having additional capacity on a quota sharing basis, currently focused] [added: The Captives focus] on property insurance for earthquake and wind exposed properties underwritten by certain managing general agents.

The Company is compensated for its services primarily by commissions paid by insurance [removed: companies] [added: companies,] and to a lesser extent, by fees paid directly by customers for certain services.

Commission revenues are [removed: usually] [added: generally] a percentage of the premium paid by the insured and [removed: generally] [added: typically] depend upon the type of insurance, the particular insurance company and the nature of the services provided by us.

We may also receive from an insurance company a [removed: “profit-sharing] [added: profit-sharing] contingent [removed: commission,”] [added: commission,] which is a [removed: profit-sharing] [added: supplemental] commission based primarily on underwriting results.

Fee revenues are generated by: (i) our Services segment, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services, and other claims adjusting services, (ii) our National Programs and Wholesale Brokerage segments, which earn fees primarily for the issuing of insurance policies on behalf of insurance carriers, and (iii) our Retail segment for fees received in lieu of [removed: commissions.][added: commissions or for other services provided.]

The amount of our revenues from commissions and fees is a function of several factors, including continued new business production, retention of existing customers, acquisitions and fluctuations in insurance premium rates and [removed: “insurable] [added: insurable] exposure [removed: units,”] [added: units,] which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, sales and payroll levels) to determine what premium to charge the insured.

As of December 31, [removed: 2021,] [added: 2022,] our activities were conducted in [removed: 331] [added: 345] domestic locations in [removed: 44] [added: 46] states, and [removed: 20] [added: 150] international locations in [added: Belgium, Bermuda,] Canada, [added: Cayman Islands,] Ireland, [removed: the United Kingdom, Bermuda] [added: Italy] and the [removed: Cayman Islands.][added: United Kingdom.]

The Retail segment provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers, as well as non-insurance warranty services and products through our [removed: automobile dealer services (“F&I”)] [added: F&I] businesses.

The National Programs segment, which acts as a managing general agent (“MGA”), provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through a nationwide network of independent agents, including Brown & Brown retail [removed: agents.][added: agents, as well as affinity groups, wholesale entities and sold direct to consumers.]

The Wholesale Brokerage segment markets and sells excess and surplus commercial and personal lines insurance, primarily through [added: a nationwide network of] independent agents and brokers, [removed: as well as] [added: including] Brown & Brown retail agents.

The following table summarizes (i) the commissions and fees generated by each of our reportable operating segments for [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] and (ii) the percentage of our total commissions and fees represented by each segment for each such period:

| (in [removed: thousands,] [added: millions,] except percentages) | | [removed: 2021] [added: 2022] | | | | % | | | | [removed: 2020] [added: 2021] | | | | % | | | | [removed: 2019] [added: 2020] | | | | % | | |

[removed: In addition,] [added: Outside of the United States] we [removed: operate] [added: have] retail operations based in [added: Bermuda, Cayman Islands,] Ireland, [removed: Bermuda] and the [removed: Cayman Islands, a] [added: United Kingdom,] wholesale brokerage [removed: operation] [added: operations] based in [removed: England] [added: the Belgium, Italy] and [added: the United Kingdom and] a managing general agent operation in [removed: Canada.][added: Canada and the United Kingdom.]

These operations generated [removed: $78.0] [added: $240.6] million, [removed: $35.1] [added: $78.0] million and [removed: $17.7] [added: $35.1] million of revenues for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

The Retail segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance services and products through our automobile dealer services [removed: (“F&I”)] [added: F&I] businesses.

| Workers' Compensation | [removed: Regulatory & Legislative Strategy] [added: Pharmacy Benefits] | Personal Excess Liability |

| Surety | [removed: Technology Services] [added: Independent Retirement] | Flood and Excess Liability |

| Aviation | [removed: Population Health & Well-Being] [added: International Benefits] | Flood and Excess Flood |

| Private Equity/Mergers & Acquisitions | [removed: Strategic Non-Medical Solutions] [added: Employer Stop Loss] | Specialized Coverages |

| Executive Liability | [removed: Voluntary Benefits] [added: Long Term Care] | Group Excess |

| Cyber Risk | [removed: Pharmacy Benefits] | |

| [removed: Multinational] | Private Equity/Mergers & Acquisitions | [removed: Specialties] |

| [removed: Specialty Risk Solutions] [added: Alternative Risk/Captives] | [added: Technology Services] | Total Rewards & Compensation |

During [removed: 2021,] [added: 2022,] commissions and fees from our largest single Retail segment customer represented 0.5% of the Retail segment’s total commissions and fees.

As of December 31, [removed: 2021,] [added: 2022,] our Retail segment employed [removed: 6,301] [added: 9,185] employees.

Our Retail segment has physical locations in 42 states and [removed: Ireland, Bermuda] [added: Bermuda, Cayman Islands, Ireland] and the [removed: Cayman Islands.][added: United Kingdom.]

As of December 31, [removed: 2021,] [added: 2022,] our National Programs segment employed [removed: 2,842] [added: 3,008] employees.

The National Programs segment specializes in the development and management of insurance program business, often designed for niche, underserved [removed: markets.][added: markets and distributes these coverages to retail insurance agencies (including Brown & Brown retail offices), as well as affinity groups, wholesale entities and sold direct to consumers.]

Personal Lines programs. Personal lines programs offer a variety of insurance products to personal lines consumers including homeowners and personal property policies; residential earthquake; [removed: as well as] private passenger automobile and motorcycle [removed: coverage.][added: coverage, which is currently in run-off.]

[added: Commercial Lines programs.] Specific industries and market niches are served by our [removed: specialty] [added: commercial] programs including automotive aftermarket, professional and amateur sports, [removed: motor sports,] special events and the entertainment industry; commercial transportation and trucking; forestry; manufactured housing; and workers’ compensation.

Specialty programs. Specialty programs include flood insurance, commercial difference-in-conditions (earthquake), all-risk commercial property, [removed: collateralized risk,] [added: limited exposure captives,] coastal property programs including wind, lender-placed solutions, sovereign native-American nations and parcel insurance.

As of December 31, [removed: 2021,] [added: 2022,] our Wholesale Brokerage segment employed [removed: 1,594] [added: 1,687] employees.

The Wholesale Brokerage segment represent various [removed: U.S.] [added: U.S., U.K.,] and [removed: U.K.] [added: European] surplus lines insurance companies.

During [removed: 2021,] [added: 2022,] commissions and fees from our largest Wholesale Brokerage segment customer represented approximately 1.4% of the Wholesale Brokerage segment’s total commissions and fees.

As of December 31, [removed: 2021,] [added: 2022,] our Services segment employed [removed: 974] [added: 991] employees and provided a wide range of insurance-related services.

Social Security [removed: Advocacy.] [added: Advocacy and Advisory.] Social Security advocacy assists individuals throughout the United States who are seeking to establish eligibility for coverage under the federal Social Security Disability program and provides health plan selection and enrollment assistance for Medicare beneficiaries.

In [removed: 2021,] [added: 2022,] our five largest contracts represented approximately [removed: 19.4%] [added: 22.4%] of fees revenues in our Services segment.

A number of firms [removed: and banks] with substantially greater resources and market presence compete with us.

We also participate in capitalized captive insurance facilities (the "Captives") for the purpose of providing additional capacity to place coverage, deliver revenues, and participate in underwriting results.

The Company has traditionally participated in underwriting profits through profit-sharing contingent commissions.

The Captives give us another way to continue to participate in underwriting results while limiting exposure to underwriting claim costs.

The Captives limit, but do not fully eliminate the Company's exposure to claims expenses either through reinsurance or by only participating in limited tranches of the underwriting results.

| Retail segment | | $ | 2,081.6 | | | | 58.4 | % | | $ | 1,766.6 | | | | 58.0 | % | | $ | 1,471.4 | | | | 56.5 | % |

| National Programs segment | | | 858.1 | | | | 24.1 | % | | | 701.1 | | | | 23.0 | % | | | 609.8 | | | | 23.4 | % |

| Wholesale Brokerage segment | | | 452.8 | | | | 12.7 | % | | | 402.6 | | | | 13.2 | % | | | 352.2 | | | | 13.5 | % |

| Services segment | | | 171.9 | | | | 4.8 | % | | | 178.9 | | | | 5.9 | % | | | 174.0 | | | | 6.7 | % |

| Other | | | (1.2 | ) | | | (— | )% | | | (1.7 | ) | | | (0.1 | )% | | | (1.3 | ) | | | (0.1 | )% |

| Total | | $ | 3,563.2 | | | | 100.0 | % | | $ | 3,047.5 | | | | 100.0 | % | | $ | 2,606.1 | | | | 100.0 | % |

| Property | Group Health | Homeowners |

| Casualty | Voluntary Benefits | Automobile |

| Multinational | | |

| Property & Casualty - Capabilities | Employee Benefits - Capabilities | Specialties |

| Analytics | Benefit Design & Delivery | Dealer Services |

| Modeling | Financial Strategy & Analytics | Specialty Risk Solutions |

| Risk Services | Regulatory & Legislative Strategy | Tribal Nations |

| Specialty Risk Solutions | Population Health & Well-Being | |

| | Strategic Non-Medical Solutions | |

The Arrowhead Core Commercial program which covered a broad segment of industries is currently in run-off.

At December 31, 2022, the Company had 15,201 employees globally.

In 2022, we grew our team by almost 2,800 new teammates through the acquisition of 30 companies.

Instead, our Company's leadership remains committed to developing our talented teammates and focusing on engagement, which we believe over time supports strong financial results.

By instilling *A Meritocracy* culture, we want teammates to have the opportunity to rise according to their merits.

As part of our strategy, we continue to evolve and augment our Diversity, Inclusion and Belonging ("DIB") task force, which was established in 2020.

During the COVID-19 pandemic, we navigated the pandemic by carefully executing our business continuity plan.

Beginning in March 2020, the Company implemented a telecommuting protocol in response to COVID-19.

Since then, remote work has provided an important layer of safety and flexibility.

Hybrid workforce models have now been embraced by most of our teams, as they offer flexibility within our workforce and enable the Company to attract more geographically diverse talent.

Many of our other offices are also embracing open floorplans as they enter into new leases or refresh their office space.

Workplace Safety

| | | |

The Captive buys reinsurance, limiting, but not eliminating the Company's exposure to underwriting losses.

| Retail segment | | $ | 1,766,667 | | | | 58.0 | % | | $ | 1,471,352 | | | | 56.5 | % | | $ | 1,366,016 | | | | 57.3 | % |

| National Programs segment | | | 701,108 | | | | 23.0 | % | | | 609,842 | | | | 23.4 | % | | | 516,915 | | | | 21.7 | % |

| Wholesale Brokerage segment | | | 402,635 | | | | 13.2 | % | | | 352,161 | | | | 13.5 | % | | | 309,426 | | | | 13.0 | % |

| Services segment | | | 178,857 | | | | 5.9 | % | | | 174,012 | | | | 6.7 | % | | | 193,641 | | | | 8.1 | % |

| Other | | | (1,745 | ) | | | (0.1 | )% | | | (1,259 | ) | | | (0.1 | )% | | | (1,261 | ) | | | (0.1 | )% |

| Total | | $ | 3,047,522 | | | | 100.0 | % | | $ | 2,606,108 | | | | 100.0 | % | | $ | 2,384,737 | | | | 100.0 | % |

| Property | Benefit Design & Delivery | Homeowners |

| Casualty | Financial Strategy & Analytics | Automobile |

| Analytics & Modeling | International Benefits | Dealer Services |

| Risk Services | Employer Stop Loss | Specialty Risk Solutions |

| Alternative Risk/Captives | | Tribal Nations |

| Trade Credit | | |

Commercial Lines programs. Commercial programs serve a broad segment of industries with our Core Commercial offering.

Wholesale brokers solicit business through mailings and direct contact with retail agency representatives.

At December 31, 2021, the Company had 12,023 employees.

In 2021, we grew our team by approximately 635 new teammates through the acquisition of 19 companies that we believe fit culturally and make sense financially.

Brown & Brown University: BBU is one of the pillars of our educational program and helps set us apart from our competitors.

Through a rigorous internal training program, BBU offers comprehensive sales, technical, academic and leadership skill-building courses for new producers, office leaders and teammates throughout our organization.

The Brown & Brown Education Assistance Program provides tuition reimbursement and student loan repayment assistance to our teammates, as well as scholarship opportunities for teammates' dependent children entering college through the National Merit Brown & Brown Scholarship.

In 2021, the Company was proud to award 10 students with $5,000 annual scholarships for four years.

Our Peer Partnership Program was established during the COVID-19 pandemic to help teammates connect with others from across the organization.

Partners were hand-selected based on their preferences and partnership goals using data collected from participating teammates, including work function, tenure, hobbies and interests.

The program encourages making new and expanding existing networks, experiencing our culture through different perspectives and learning more about our Company, other locations and teams.

Instead, our Company's leadership has remained committed to preserving its talented teammates and focusing on engagement and results produced during these extraordinary times.

As part of our strategy, we continue to evolve and

In 2021, the task force appointed a DIB Leader who serves as a dedicated resource for the team, and established a DIB motto—The Power to Be Yourself—which was created and voted upon by our teammates.

Our Company will continue to encourage teammate feedback while further cultivating an inclusive environment that reinforces a sense of belonging for our teammates.

Teammate Health and Safety

Our COVID-19 task force continues to address the situation and implement plans for communicating to our teammates and stakeholders, providing beneficial resources to teammates and keeping health and safety top of mind.

Throughout 2021, our task force met regularly to discuss strategic decisions and other issues related to the pandemic, including following local, state and federal regulations.

Periodically, we surveyed teammates to identify areas of concern and improvement in our response plan and determine vaccination status and views.

Below is a summary of specific policies, procedures and efforts taken in response to the COVID-19 pandemic in 2021.

Hybrid Workforce Models

Since March 2020 when the Company quickly implemented a telecommuting protocol in response to COVID-19, remote work has provided an important layer of safety when and where necessary.

As health conditions improved, and safety measures expanded to maintain safe work environments, hybrid workforce models have been embraced by some teams and continue to help maintain flexibility within our workforce.

Hybrid Workforce Models help reduce headcount working in an office.

Return to the Workplace

We continue to maintain a formal return-to-the-workplace (“RTTW”) program with the goal of ensuring the safety of our teammates and customers as we operate our physical locations in accordance with Centers for Disease Control and Prevention and local health department guidelines.

As part of this program, we deliver the following measures:

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| 300 North Beach Street, Daytona Beach, FL | | [added: ] | | 32114 |

The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by reference to the price at which the stock was last sold on June 30, [removed: 2021] [added: 2022] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $12,475,231,637.][added: $15,295,411,331.]

The number of shares of the Registrant’s common stock, $0.10 par value, outstanding as of February [removed: 18, 2022] [added: 23, 2023] was [removed: 282,215,614.][added: 284,294,500.]

Portions of Brown & Brown, Inc.’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 14] [added: 13] |

| Item 1B. | [Unresolved Staff Comments](#item_2_properties) | [removed: 23] [added: 22] |

| Item 2. | [Properties](#item_2_properties) | [removed: 23] [added: 22] |

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 23] [added: 22] |

| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | [removed: 23] [added: 22] |

| [Part II](#part_ii) | | [removed: 24] [added: 23] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 24] [added: 23] |

| Item 6. | Reserved | [removed: 26] [added: 25] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 27] [added: 26] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 43] [added: 44] |

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 85] [added: 93] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 85] [added: 93] |

| Item 9B. | [Other Information](#item_9b_or_information) | [removed: 85] [added: 93] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9b_or_information) | [removed: 85] [added: 93] |

| [Part III](#part_iii) | | [removed: 86] [added: 94] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 86] [added: 94] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 86] [added: 94] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 87] [added: 95] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 87] [added: 95] |

| Item 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 87] [added: 95] |

| [Part IV](#part_iv) | | [removed: 88] [added: 96] |

| Item 15. | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statements_sc) | [removed: 88] [added: 96] |

| Item 16. | [Form 10-K Summary](#item_16_form_10k_summary) | [removed: 90] [added: 98] |

| [Signatures](#signatures) | | [removed: 91] [added: 99] |

Brown & Brown, Inc., together with its subsidiaries (collectively, “we,” “Brown & Brown” or the “Company”), makes “forward-looking statements” within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995, as amended, throughout this report and in the documents we incorporate by reference into this [removed: report, including those relating to the potential effects of the COVID-19 pandemic (“COVID-19”) on the Company’s business, operations, financial performance and prospects.][added: report.]

Acquisition-related risks that could negatively affect the success of our growth strategy, including the possibility that we may not be able to successfully identify suitable acquisition candidates, complete acquisitions, [added: successfully] integrate acquired businesses into our [removed: operations,] [added: operations] and expand into new markets;

A cybersecurity attack or any other interruption in information technology and/or data security [removed: and/or outsourcing relationships;][added: that may impact our operations or the operations of third parties that support us;]

The loss of or significant change to any of our insurance company relationships, which could result in [added: loss of capacity to write business,] additional expense, loss of market share or material decrease in our [removed: profit-sharing contingent commissions, guaranteed supplemental commissions or incentive] commissions;

Adverse economic conditions, natural disasters, or regulatory changes in states [added: or countries] where we have a concentration of our business;

The inability to maintain our culture or a [added: significant] change in management, management philosophy or our business strategy;

The significant control certain [removed: existing] shareholders have over the Company;

Risks related to our international operations, which [added: may] result in additional risks [removed: and] [added: or] require more management time and expense than our domestic operations to achieve or maintain profitability;

Uncertainty in our business practices and compensation arrangements [added: with insurance carriers] due to potential changes in regulations;

Changes in current U.S. or global economic [removed: conditions;][added: conditions, including an extended slowdown in the markets in which we operate;]

Pro

| Florida | | | | 59-0864469 |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

The effect of natural disasters on our profit-sharing contingent commissions, insurer capacity and claims expenses from our capitalized captive insurance facilities;

Claims expense resulting from the limited underwriting risk associated with our participation in capitalized captive insurance facilities;

Risks associated with our automobile and recreational vehicle dealer services (“F&I") businesses;

Our ability to comply with non-U.S. laws, regulations and policies;

Increasing scrutiny and changing expectations from investors and customers with respect to our environmental, social and governance practices;

The COVID-19 pandemic (“COVID-19”), as well as future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses;

| Florida | |  | | 59-0864469 |

COVID-19 and the resulting governmental and societal responses, the severity and duration of COVID-19 (including through any new variant strains of the underlying virus), the effectiveness of and accessibility to vaccines, the pace and rate at which vaccines are administered, actions taken by governmental authorities in response to COVID-19 and the direct and indirect impact of COVID-19 on the U.S. economy, the global economy and the Company’s business, liquidity, customers, insurance carriers and third parties;

Effects related to pandemics, epidemics or outbreaks of infectious diseases;

We lease offices at each of our other [removed: 351] [added: 492] locations.

We believe that our facilities are suitable and adequate for present purposes, and that the productive capacity in such facilities is substantially being utilized, taking into consideration the [removed: impact of the COVID-19 pandemic and the needs] [added: post-pandemic adoption] of a [removed: more] remote [added: and hybrid] workforce.

On February [removed: 18, 2022,] [added: 23, 2023,] there were [removed: 282,215,614] [added: 284,294,500] shares of our common stock outstanding, held by approximately [removed: 1,512] [added: 1,804] shareholders of record.

The issuances were made in reliance upon the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”): Section 4(a)(2) of the Securities [removed: Act and] [added: Act,] Regulation D promulgated under the Securities Act and [removed: the recipients of] [added: Regulation S promulgated under] the [removed: shares represented that they were accredited investors and/or sophisticated investors.][added: Securities Act.]

During [removed: 2021,] [added: 2022,] the Company repurchased [removed: 1,811,853] [added: 1,164,009] shares at an average price of [removed: $45.57] [added: $63.62] for a total cost of [removed: $82.6] [added: $74.1] million under the current share repurchase authorization.

At December 31, [removed: 2021,] [added: 2022,] the remaining amount authorized by our board of directors for share repurchases was [removed: $323.6] [added: $249.6] million.

Under the authorized repurchase programs, the Company has repurchased approximately [removed: 18.5] [added: 19.7] million shares for an aggregate cost of approximately [removed: $673.9] [added: $748.0] million between 2014 and [removed: 2021.][added: 2022.]

The following table presents information with respect to our purchases of our common stock during the three months ended December 31, [removed: 2021.][added: 2022.]

The following graph is a comparison of five-year cumulative total shareholder returns for our common stock as compared with the cumulative total shareholder return for the [added: S&P 500 Composite Index, the] NYSE Composite Index, and a group of peer insurance broker and agency companies (Aon plc, Arthur J.

The returns of each company have been weighted according to such companies’ respective stock market capitalizations as of December 31, [removed: 2016] [added: 2017] for the purposes of arriving at a peer group average.

The total return calculations are based upon an assumed [removed: $100] [added: $100.00] investment on December 31, [removed: 2016,] [added: 2017,] with all dividends reinvested.

[removed: ][added: ]

During 2022, the Company issued 252,802 shares of the Company's common stock to the owners of the businesses acquired in connection with the acquisition of GRP.

| October 1, 2022 to October 31, 2022 | | | 12 | | | $ | 62.89 | | | | — | | | $ | 249.6 | |

| November 1, 2022 to November 30, 2022 | | | 548 | | | | 56.31 | | | | — | | | | 249.6 | |

| December 1, 2022 to December 31, 2022 | | | — | | | | — | | | | — | | | | 249.6 | |

| Total | | | 560 | | | $ | 56.45 | | | | — | | | $ | 249.6 | |

In previous years, we compared our cumulative total shareholder return with the NYSE Composite Index.

We have replaced the NYSE Composite Index with the S&P 500 Composite Index as required by SEC rules.

In this transition year, the stock performance graph below includes the comparative performance of the new index and the previously reported index.

| | | 12/17 | | | | 12/18 | | | | 12/19 | | | | 12/20 | | | | 12/21 | | | | 12/22 | | |

| Brown & Brown, Inc. | | | 100.00 | | | | 108.29 | | | | 156.66 | | | | 189.64 | | | | 283.14 | | | | 231.09 | |

| S&P 500 Composite | | | 100.00 | | | | 95.61 | | | | 125.70 | | | | 148.81 | | | | 191.48 | | | | 156.77 | |

| NYSE Composite | | | 100.00 | | | | 91.21 | | | | 114.70 | | | | 122.83 | | | | 148.42 | | | | 134.76 | |

| Peer Group | | | 100.00 | | | | 106.73 | | | | 149.32 | | | | 164.77 | | | | 233.57 | | | | 238.65 | |

In connection with certain acquisitions, the Company issued 106,586 shares of Company common stock on February 2, 2021 and 78,176 shares of Company common stock on December 1, 2021, to the owners of the businesses acquired.

| October 1, 2021 to October 31, 2021 | | | 2,722 | | | $ | 60.92 | | | | — | | | $ | 323,622,993 | |

| November 1, 2021 to November 30, 2021 | | | — | | | | — | | | | — | | | | 323,622,993 | |

| December 1, 2021 to December 31, 2021 | | | 339 | | | | 68.03 | | | | — | | | | 323,622,993 | |

| Total | | | 3,061 | | | $ | 61.70 | | | | — | | | $ | 323,622,993 | |

| | | 12/16 | | | | 12/17 | | | | 12/18 | | | | 12/19 | | | | 12/20 | | | | 12/21 | | |

| Brown & Brown, Inc. | | | 100.00 | | | | 116.15 | | | | 125.78 | | | | 181.96 | | | | 220.27 | | | | 328.87 | |

| NYSE Composite | | | 100.00 | | | | 118.90 | | | | 108.45 | | | | 136.38 | | | | 146.05 | | | | 176.45 | |

| Peer Group | | | 100.00 | | | | 123.56 | | | | 133.21 | | | | 184.04 | | | | 206.45 | | | | 283.30 | |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_income)] [added: 2020](#consolidated_statements_income)] | [removed: 44] [added: 45] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_of_comp_income)] [added: 2020](#consolidated_statements_of_comp_income)] | [removed: 45] [added: 46] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#consolidated_balance_sheets)] [added: 2021](#consolidated_balance_sheets)] | [removed: 46] [added: 47] |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_shareholders_equ)] [added: 2020](#consolidated_statements_shareholders_equ)] | [removed: 47] [added: 48] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_cash_flows)] [added: 2020](#consolidated_statements_cash_flows)] | [removed: 49] [added: 50] |

| [Notes to Consolidated Financial Statements for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#notes_to_consolidated_financial_statemen)] [added: 2020](#notes_to_consolidated_financial_statemen)] | [removed: 50] [added: 53] |

| [Note 1: Summary of Significant Accounting Policies](#note_1_summary_significant_accounting_po) | [removed: 50] [added: 53] |

| [Note 2: Revenues](#note_2_revenues) | [removed: 55] [added: 59] |

| [Note 3: Business Combinations](#note_3_business_combinations) | [removed: 57] [added: 61] |

| [Note 4: Goodwill](#note_4_goodwill) | [removed: 65] [added: 70] |

| [Note 5: Amortizable Intangible Assets](#note_5_amortizable_intangible_assets) | [removed: 65] [added: 70] |

| [Note 6: Investments](#note_6_investments) | [removed: 65] [added: 70] |

| [Note 7: Fixed Assets](#note_7_fixed_assets) | [removed: 68] [added: 73] |

| [Note 8: Accrued Expenses and Other Liabilities](#note_8_accrued_expenses_or_current_liabi) | [removed: 68] [added: 73] |

| [Note 9: Long-Term Debt](#note_9_longterm_debt) | [removed: 69] [added: 74] |

| [Note 10: Income Taxes](#note_10_income_taxes) | [removed: 71] [added: 76] |

| [Note 11: Employee Savings Plan](#note_11_employee_savings_plan) | [removed: 73] [added: 79] |

| [Note 12: Stock-Based Compensation](#note_12_stockbased_compensation) | [removed: 73] [added: 79] |

| [Note 13: Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities](#note_13_supplemental_disclosures_cash_f) | [removed: 76] [added: 82] |

| [Note 14: Commitments and Contingencies](#note_14_commitments_contingencies) | [removed: 77] [added: 83] |

| [Note 15: Leases](#note_15_leases) | [removed: 77] [added: 84] |

| [Note 16: Segment Information](#note_16_segment_information) | [removed: 79] [added: 86] |

| [Note 17: Insurance Company [removed: WNFIC](#note_17_reinsurance)] [added: Subsidiary Operations](#note_17_reinsurance)] | [removed: 80] [added: 87] |

| [Note 18: Shareholders’ Equity](#note_20_shareholders_equity) | [removed: 80] [added: 88] |

| [removed: [Report] [added: [Reports] of Independent Registered Public Accounting Firm](#report_of_independant_registered_public) | [removed: 81] [added: 88] |

| (in [removed: thousands,] [added: millions,] except per share data) | | 2021 | | | | 2020 | | | [removed: | 2019 | | |]

| Change in estimated acquisition earn-out payables | | | [removed: 40,445] [added: (38.9] | [added: )] | | | [removed: (4,458] [added: 40.4] | [removed: )] | | | [removed: (1,366] [added: (4.5] | ) |

| Basic | | $ | [removed: 2.08] [added: 2.38] | | | $ | [removed: 1.70] [added: 2.08] | | | $ | [removed: 1.42] [added: 1.70] | |

| Diluted | | $ | [removed: 2.07] [added: 2.37] | | | $ | [removed: 1.69] [added: 2.07] | | | $ | [removed: 1.40] [added: 1.69] | |

| Dividends declared per share | | $ | [removed: 0.38] [added: 0.42] | | | $ | [removed: 0.35] [added: 0.38] | | | $ | [removed: 0.33] [added: 0.35] | |

| [removed: (in thousands)] | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2019] [added: 2020] | | |

| Foreign currency translation | | | [removed: (9,287] | [added: | | | | | | | | | | | | | | | (9.3 |] ) | | | [removed: —] | | | | [removed: —] [added: (9.3] | [added: )] |

| Unrealized loss on available-for-sale debt securities, net of tax | | | [removed: (122] [added: (1.5] | ) | | | [removed: —] [added: (0.1] | [added: )] | | | — | |

| (in [removed: thousands,] [added: millions,] except per share data) | | [removed: December 31, 2021] [added: 2022] | | | | [removed: December 31, 2020] [added: 2021] | | | [added: | 2020 | | |]

| Restricted cash and investments | | [added: 583.2] | [removed: 583,247] | | | [added: (583.2] | [removed: 454,517] [added: )] | | [added: | — | |]

| Short-term investments | | | [removed: 12,891] [added: 12.0] | | | | [removed: 18,332] [added: 12.9] | |

| Premiums, commissions and fees receivable [added: (1)] | [added: $] | [added: (72.8] | [removed: 1,216,188] [added: )] | | [added: $] | [added: 10.9] | [removed: 1,099,248] | | [added: $ | (61.9 | ) |]

| Amortizable intangible assets, net | | | [removed: 1,081,465] [added: 1,595.2] | | | | [removed: 1,049,660] [added: 1,081.5] | |

| Premiums payable to insurance companies | | [removed: $] [added: 128.0] | [removed: 1,384,562] | | | [removed: $] [added: (128.0] | [removed: 1,198,529] [added: )] | | [added: | — | |]

| Losses and loss adjustment reserve | | | [removed: 63,106] [added: 841.1] | | | | [removed: 43,469] [added: 63.1] | |

| Commissions and fees | | $ | 3,563.2 | | | $ | 3,047.5 | | | $ | 2,606.1 | |

| Investment income | | | 6.5 | | | | 1.1 | | | | 2.8 | |

| Other income, net | | | 3.7 | | | | 2.8 | | | | 4.5 | |

| Total revenues | | | 3,573.4 | | | | 3,051.4 | | | | 2,613.4 | |

| Employee compensation and benefits | | | 1,816.9 | | | | 1,636.9 | | | | 1,436.4 | |

| Other operating expenses | | | 596.8 | | | | 403.0 | | | | 366.0 | |

| (Gain)/loss on disposal | | | (4.5 | ) | | | (9.6 | ) | | | (2.4 | ) |

| Amortization | | | 146.6 | | | | 119.6 | | | | 108.5 | |

| Depreciation | | | 39.2 | | | | 33.3 | | | | 26.3 | |

| Interest | | | 141.2 | | | | 65.0 | | | | 59.0 | |

| Total expenses | | | 2,697.3 | | | | 2,288.6 | | | | 1,989.3 | |

| Income before income taxes | | | 876.1 | | | | 762.8 | | | | 624.1 | |

| Income taxes | | | 204.3 | | | | 175.7 | | | | 143.6 | |

| Net income | | $ | 671.8 | | | $ | 587.1 | | | $ | 480.5 | |

| Net income | | $ | 671.8 | | | $ | 587.1 | | | $ | 480.5 | |

| Foreign currency translation | | | (137.5 | ) | | | (9.3 | ) | | | — | |

| Comprehensive income | | $ | 532.8 | | | $ | 577.7 | | | $ | 480.5 | |

| Cash and cash equivalents | | $ | 650.0 | | | $ | 693.2 | |

| Fiduciary cash | | | 1,383.2 | | | | 777.0 | |

| Commission, fees and other receivables | | | 642.9 | | | | 522.6 | |

| Fiduciary receivables | | | 881.4 | | | | 693.7 | |

| Reinsurance recoverable | | | 831.0 | | | | 63.1 | |

| Prepaid reinsurance premiums | | | 393.2 | | | | 392.2 | |

| Other current assets | | | 202.3 | | | | 175.6 | |

| Total current assets | | | 4,996.0 | | | | 3,330.3 | |

| Fixed assets, net | | | 239.9 | | | | 212.0 | |

| Operating lease assets | | | 214.9 | | | | 197.0 | |

| Goodwill | | | 6,674.2 | | | | 4,736.8 | |

| Investments | | | 22.4 | | | | 31.0 | |

| Total assets | | $ | 13,973.5 | | | $ | 9,795.4 | |

| Fiduciary liabilities | | $ | 2,264.6 | | | $ | 1,470.7 | |

| Unearned premiums | | | 412.3 | | | | 392.2 | |

| Accounts payable | | | 286.5 | | | | 242.7 | |

| Total current liabilities | | | 4,596.6 | | | | 2,667.4 | |

| Operating lease liabilities | | | 195.9 | | | | 180.0 | |

| Common stock, par value $0.10 per share; authorized 560.0 shares; issued 302.9shares and outstanding 283.2 shares at 2022, issued 301.0shares and outstanding 282.5 shares at 2021, respectively | | | 30.3 | | | | 30.1 | |

| Additional paid-in capital | | | 919.7 | | | | 849.4 | |

| Treasury stock, at cost at 19.7 shares at 2022 and 18.5 shares at 2021, respectively - in millions | | | (748.0 | ) | | | (673.9 | ) |

| Retained earnings | | | 4,553.0 | | | | 4,000.7 | |

| Total shareholders’ equity | | | 4,606.6 | | | | 4,196.9 | |

| Commissions and fees | | $ | 3,047,522 | | | $ | 2,606,108 | | | $ | 2,384,737 | |

| Investment income | | | 1,099 | | | | 2,811 | | | | 5,780 | |

| Other income, net | | | 2,777 | | | | 4,456 | | | | 1,654 | |

| Total revenues | | | 3,051,398 | | | | 2,613,375 | | | | 2,392,171 | |

| Employee compensation and benefits | | | 1,636,911 | | | | 1,436,377 | | | | 1,308,165 | |

| Other operating expenses | | | 402,941 | | | | 365,973 | | | | 377,089 | |

| (Gain)/loss on disposal | | | (9,605 | ) | | | (2,388 | ) | | | (10,021 | ) |

| Amortization | | | 119,593 | | | | 108,523 | | | | 105,298 | |

| Depreciation | | | 33,309 | | | | 26,276 | | | | 23,417 | |

| Interest | | | 64,981 | | | | 58,973 | | | | 63,660 | |

| Total expenses | | | 2,288,575 | | | | 1,989,276 | | | | 1,866,242 | |

| Income before income taxes | | | 762,823 | | | | 624,099 | | | | 525,929 | |

| Income taxes | | | 175,719 | | | | 143,616 | | | | 127,415 | |

| Net income | | $ | 587,104 | | | $ | 480,483 | | | $ | 398,514 | |

| Net income | | $ | 587,104 | | | $ | 480,483 | | | $ | 398,514 | |

| Comprehensive income | | $ | 577,695 | | | $ | 480,483 | | | $ | 398,514 | |

| Cash and cash equivalents | | $ | 887,009 | | | $ | 817,398 | |

| Reinsurance recoverable | | | 63,106 | | | | 43,469 | |

| Prepaid reinsurance premiums | | | 392,222 | | | | 377,615 | |

| Other current assets | | | 175,621 | | | | 147,670 | |

| Total current assets | | | 3,330,284 | | | | 2,958,249 | |

| Fixed assets, net | | | 212,033 | | | | 201,115 | |

| Operating lease assets | | | 197,035 | | | | 186,998 | |

| Goodwill | | | 4,736,828 | | | | 4,395,918 | |

| Investments | | | 30,970 | | | | 24,971 | |

| Other assets | | | 206,828 | | | | 149,581 | |

| Total assets | | $ | 9,795,443 | | | $ | 8,966,492 | |

| Unearned premiums | | | 392,222 | | | | 377,615 | |

| Accounts payable | | | 206,370 | | | | 190,497 | |

| Total current liabilities | | | 2,667,366 | | | | 2,354,352 | |

| Operating lease liabilities | | | 179,976 | | | | 172,935 | |

| Other liabilities | | | 383,977 | | | | 314,854 | |

| Common stock, par value $0.10 per share; authorized 560,000 shares; issued 300,993shares and outstanding 282,496 at 2021, issued 299,689shares and outstanding 283,004 shares at 2020 - in thousands. | | | 30,099 | | | | 29,969 | |

| Additional paid-in capital | | | 849,424 | | | | 794,909 | |

| Treasury stock, at cost at 18,497 at 2021 and 16,685 shares at 2020, respectively - in thousands | | | (673,902 | ) | | | (591,338 | ) |

| Retained earnings | | | 4,000,681 | | | | 3,520,683 | |

| Total shareholders’ equity | | | 4,196,893 | | | | 3,754,223 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2019 | | | 279,583 | | | $ | 29,338 | | | $ | 615,180 | | | $ | (477,572 | ) | | $ | \- | | | $ | 2,833,622 | | | $ | 3,000,568 | |

There were no changes in or disagreements with accountants on accounting and financial disclosure in [removed: 2021.][added: 2022.]

We carried out an evaluation (the “Evaluation”) required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our chief executive officer (“CEO”) and chief financial officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”) as of December 31, [removed: 2021.][added: 2022.]

There has not been any change in our internal control over financial reporting identified in connection with the Evaluation that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The additional information required by this item regarding directors and executive officers is incorporated herein by reference to our definitive Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Shareholders to be held in [removed: 2022] [added: 2023] (the [removed: “2022] [added: “2023] Proxy Statement”) under the headings “Board and Corporate Governance Matters” and “Other Important Information.” We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and controller.

The information required by this item is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement under the heading “Compensation Matters.”

The following table sets forth information as of December 31, [removed: 2021,] [added: 2022,] with respect to compensation plans under which the Company’s equity securities are authorized for issuance:

| Brown & Brown, Inc. 2019 Stock Incentive Plan | | | [removed: 7,569,607] [added: 6,088,438] | | (2) |

| Brown & Brown, Inc. 1990 Employee Stock Purchase Plan | | | [removed: 4,527,511] [added: 3,735,669] | | |

The number of securities remaining available of [removed: 7,569,607] [added: 6,088,438] has been reduced by [removed: 1,338,798] [added: 1,198,548] to reflect the maximum shares potentially distributed subject to the level of performance obtained for outstanding performance-based grants which may be increased up to 200% of the target or decreased to zero.

The other information required by this item is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement under the heading “Security Ownership of Management and Certain Beneficial Owners.”

| Total | | | 9,824,107 | | |

| Total | | | 12,097,118 | | |

The information required by this item is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement under the headings “Director Independence,” “Related Party Transactions Policy” and “Relationships and Transactions with Affiliated Parties.”

The information required by this item is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement under the heading “Fees Paid to Deloitte & Touche LLP.”

| 3.1 | | [removed: [Articles of Amendment to the] [added: [Amended and Restated] Articles of Incorporation [added: of the Company] (adopted [removed: February 26, 2018)] [added: January 18, 2023)] (incorporated by reference to Exhibit 3.1 to Form 8-K filed [removed: March 29, 2018](https://www.sec.gov/Archives/edgar/data/79282/000007928218000011/exhibit31032817.htm) and [Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003](https://www.sec.gov/Archives/edgar/data/79282/000007928203000031/exhibit3.htm)), and [Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999).](https://www.sec.gov/Archives/edgar/data/79282/0000079282-99-000010.txt)] [added: January 19, 2023).](https://www.sec.gov/Archives/edgar/data/79282/000095017023000930/bro-ex3_1.htm)] |

| 3.2 | | [removed: [Bylaws] [added: [Amended and Restated By-laws] (incorporated by reference to Exhibit 3.2 to Form 8-K filed on [removed: October 12, 2016).](https://www.sec.gov/Archives/edgar/data/79282/000007928216000059/exhibit32-amendedandrestat.htm)] [added: January 19, 2023).](https://www.sec.gov/Archives/edgar/data/79282/000095017023000930/bro-ex3_2.htm)] |

| [removed: 4.2] [added: 4.3] | | [First Supplemental Indenture, dated as of September 18, 2014, between the Registrant and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Form 8-K filed on September 18, [removed: 2014).](https://www.sec.gov/Archives/edgar/data/79282/000119312514345625/d791510dex42.htm)] [added: 2014). ](https://www.sec.gov/Archives/edgar/data/79282/000119312514345625/d791510dex42.htm)] |

| [removed: 4.3] [added: 4.4] | | [Form of the Registrant’s 4.200% Notes due 2024 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on September 18, [removed: 2014).](https://www.sec.gov/Archives/edgar/data/79282/000119312514345625/d791510dex43.htm)] [added: 2014). ](https://www.sec.gov/Archives/edgar/data/79282/000119312514345625/d791510dex43.htm)] |

| [removed: 4.4] [added: 4.5] | | [Second Supplemental Indenture, dated as of March 11, 2019, between the Registrant and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Form 8-K filed on March 12, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex42.htm)] [added: 2019). ](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex42.htm)] |

| [removed: 4.5] [added: 4.6] | | [Form of Registrant’s 4.500% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 12, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex43.htm)] [added: 2019). ](https://www.sec.gov/Archives/edgar/data/79282/000120677419000775/brown3559321-ex43.htm)] |

| [removed: 4.6] [added: 4.7] | | [Third Supplemental Indenture, dated as of September 24, 2020, between Brown & Brown, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Form 8-K filed September 24, 2020).](https://www.sec.gov/Archives/edgar/data/79282/000156459020044547/bro-ex42_7.htm) |

| [removed: 4.7] [added: 4.8] | | [Form of Brown & Brown, [removed: Inc.’s] [added: Inc.'s] 2.375% Notes due 2031 (incorporated by reference to Exhibit 4.3 to Form 8-K filed September 24, 2020).](https://www.sec.gov/Archives/edgar/data/79282/000156459020044547/bro-ex43_8.htm) |

| 10.1(a)* | | [Employment Agreement, dated and effective as of July 1, 2009 between the Registrant and J. Hyatt Brown (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, [removed: 2009).](https://www.sec.gov/Archives/edgar/data/79282/000118811209001779/ex10-1.htm)] [added: 2009). ](https://www.sec.gov/Archives/edgar/data/79282/000118811209001779/ex10-1.htm)] |

| [removed: 10.5] [added: 10.5] | | [Second Amended and Restated Credit Agreement dated October 27, 2021, among the Registrant JPMorgan Chase Bank, N.A., Bank [removed: of] America, N.A., Truist Bank and BMO Harris Bank [removed: N.A.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex10_5.htm)] [added: N.A (incorporated by reference to Exhibit 10.5 to Form 10-K filed on February 22, 2022)](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex10_5.htm)] |

| [removed: 10.8] [added: 10.6] | | [Term Loan Credit Agreement, dated December 21, 2018, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., BMO Harris Bank N.A. and SunTrust Bank as co-syndication agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2019).](https://www.sec.gov/Archives/edgar/data/79282/000007928219000006/exhibit1010q42018.htm) |

| 21 | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017023004717/bro-ex21.htm)] |

| 23 | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/79282/000095017023004717/bro-ex23.htm)] |

| 24 | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex24.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/79282/000095017023004717/bro-ex24.htm)] |

| 31.1 | | [Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex31_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017023004717/bro-ex31_1.htm)] |

| 31.2 | | [Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex31_2.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017023004717/bro-ex31_2.htm)] |

| 32.1 | | [Section 1350 Certification by the Chief Executive Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex32_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017023004717/bro-ex32_1.htm)] |

| 32.2 | | [Section 1350 Certification by the Chief Financial Officer of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017022001654/bro-ex32_2.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79282/000095017023004717/bro-ex32_2.htm)] |

| 101 | | The following financial statements from the Company’s Annual Report on Form 10-K for the period ended December 31, [removed: 2021,] [added: 2022,] formatted in inline XBRL, include: (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. |

| 104 | | Cover Page Interactive Data File for the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] formatted Inline XBRL (included as Exhibit 101). |

| 4.2 | | [Indenture, dated as of September 18, 2014, between the Registrant and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Form 8-K filed on September 18, 2014).](https://www.sec.gov/Archives/edgar/data/79282/000119312514345625/d791510dex41.htm) |

| 4.9 | | [Fourth Supplemental Indenture, dated as of March 17, 2022, between Brown & Brown, Inc. and U.S. Bank Trust Company National Association (as successor to U.S. Bank National Association) (incorporated by reference to Exhibit 4.2 to Form 8-K filed on March 17, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_2.htm) |

| 4.10 | | [Form of Brown & Brown, Inc.'s 4.200% Notes due 2032 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 17, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_3.htm) |

| 4.11 | | [Form of Brown & Brown, Inc.'s 4.950% Notes due 2052 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on March 17,2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022004112/bro-ex4_4.htm) |

| 10.4(j)* | | [Form of Performance Stock Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 23, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022001657/bro-ex10_1.htm) |

| 10.4 (k)* | | [Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 23, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022001657/bro-ex10_2.htm) |

| 10.7 | | [Majority Share Purchase Agreement, dated March 7, 2022, between the Company, Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022008555/bro-ex10_1.htm) |

| 10.8 | | [Amendment Agreement, dated July 1, 2022, to Majority Share Purchase Agreement, dated March 7, 2022, between the Company Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein (incorporated by referenced to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022021976/bro-ex10_1.htm) |

| 10.9 | | [Loan Agreement, dated March 31, 2022, between the Company and the lenders named therein, BMO Harris Bank N.A., as administrative agent, Fifth Third Bank, National Association, PNC Bank, National Association, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, BMO Capital Markets Corp., BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Truist Securities, Inc., as joint bookrunners and joint lead arrangers (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/79282/000095017022008555/bro-ex10_2.htm) |

| | | |

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| | | |

| 10.6* | | [Asset Purchase Agreement, dated as of October 22, 2018, by and among Brown & Brown, Inc., BBHG, Inc., The Hays Group, Inc., The Hays Group Of Wisconsin LLC, The Hays Benefits Group, LLC, PlanIT, LLC, The Hays Benefits Group of Wisconsin, LLC, and The Hays Group of Illinois, LLC, and Claims Management of Missouri, LLC (incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2019).](https://www.sec.gov/Archives/edgar/data/79282/000007928219000006/exhibit109q42018.htm) |

| 10.7* | | [Amendment to the Asset Purchase Agreement, dated July 27, 2020, by and among Brown & Brown, Inc., BBHG, Inc., The Hays Group, Inc., The Hays Group Of Wisconsin LLC, The Hays Benefits Group, LLC, PlanIT, LLC, The Hays Benefits Group of Wisconsin, LLC, The Hays Group of Illinois, LLC and Claims Management of Missouri, LLC (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2020).](https://www.sec.gov/Archives/edgar/data/79282/000156459020048034/bro-ex102_49.htm) |

| Date: February [removed: 22, 2022] [added: 27, 2023] | | By: | /s/ J. Powell Brown | |

| /s/ J. Powell Brown | | Director; president and chief executive officer (principal executive officer) | | February [removed: 22, 2022] [added: 27, 2023] |

| /s/ R. Andrew Watts | | Executive vice president, chief financial officer and treasurer (principal financial and accounting officer) | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Chairman of the board | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| * | | Director | | February [removed: 22, 2022] [added: 27, 2023] |

| Jaymin B. Patel | | | | |

| * | | Director | | February 27, 2023 |

| | | | | |

| *By: | /s/ Anthony M. Robinson |

| | Anthony M. Robinson Attorney-in-fact |

| *By: | /s/ Robert W. Lloyd |

| | Robert W. Lloyd Attorney-in-fact |