Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 23, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BRO | ||
Entity Registrant Name | BROWN & BROWN INC | ||
Entity Central Index Key | 79,282 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 139,986,178 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 4,352,838,341 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES | |||
Commissions and fees | $ 1,762,787 | $ 1,656,951 | $ 1,567,460 |
Investment income | 1,456 | 1,004 | 747 |
Other income, net | 2,386 | 2,554 | 7,589 |
Total revenues | 1,766,629 | 1,660,509 | 1,575,796 |
EXPENSES | |||
Employee compensation and benefits | 925,217 | 856,952 | 811,112 |
Non-cash stock-based compensation | 16,052 | 15,513 | 19,363 |
Other operating expenses | 262,872 | 251,055 | 235,328 |
(Gain)/loss on disposal | (1,291) | (619) | 47,425 |
Amortization | 86,663 | 87,421 | 82,941 |
Depreciation | 21,003 | 20,890 | 20,895 |
Interest | 39,481 | 39,248 | 28,408 |
Change in estimated acquisition earn-out payables | 9,185 | 3,003 | 9,938 |
Total expenses | 1,343,130 | 1,257,950 | 1,236,047 |
Income before income taxes | 423,499 | 402,559 | 339,749 |
Income taxes | 166,008 | 159,241 | 132,853 |
Net income | $ 257,491 | $ 243,318 | $ 206,896 |
Net income per share: | |||
Basic (in dollars per share) | $ 1.84 | $ 1.72 | $ 1.43 |
Diluted (in dollars per share) | 1.82 | 1.70 | 1.41 |
Dividends declared per share (in dollars per share) | $ 0.5025 | $ 0.4525 | $ 0.41 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 515,646 | $ 443,420 |
Restricted cash and investments | 265,637 | 229,753 |
Short-term investments | 15,048 | 13,734 |
Premiums, commissions and fees receivable | 502,482 | 433,885 |
Reinsurance recoverable | 78,083 | 31,968 |
Prepaid reinsurance premiums | 308,661 | 309,643 |
Deferred income taxes | 24,609 | 24,635 |
Other current assets | 50,571 | 50,351 |
Total current assets | 1,760,737 | 1,537,389 |
Fixed assets, net | 75,807 | 81,753 |
Goodwill | 2,675,402 | 2,586,683 |
Amortizable intangible assets, net | 707,454 | 744,680 |
Investments | 23,048 | 18,092 |
Other assets | 44,895 | 35,882 |
Total assets | 5,287,343 | 5,004,479 |
Current Liabilities: | ||
Premiums payable to insurance companies | 647,564 | 574,736 |
Losses and loss adjustment reserve | 78,083 | 31,968 |
Unearned premiums | 308,661 | 309,643 |
Premium deposits and credits due customers | 83,765 | 83,098 |
Accounts payable | 69,595 | 63,910 |
Accrued expenses and other liabilities | 201,989 | 192,067 |
Current portion of long-term debt | 55,500 | 73,125 |
Total current liabilities | 1,445,157 | 1,328,547 |
Long-term debt | 1,018,372 | 1,071,618 |
Deferred income taxes, net | 382,295 | 360,949 |
Other liabilities | 81,308 | 93,589 |
Shareholders’ Equity: | ||
Common stock, par value $0.10 per share; authorized 280,000 shares; issued 148,107 shares and outstanding 140,104 shares at 2016, issued 146,415 shares and outstanding 138,985 shares at 2015 | 14,811 | 14,642 |
Additional paid-in capital | 468,443 | 426,498 |
Treasury stock, at cost 8,003 and 7,430 shares at 2016 and 2015, respectively | (257,683) | (238,775) |
Retained earnings | 2,134,640 | 1,947,411 |
Total shareholders’ equity | 2,360,211 | 2,149,776 |
Total liabilities and shareholders’ equity | $ 5,287,343 | $ 5,004,479 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Short-term Investments | $ 15,048 | $ 13,734 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 280,000,000 | 280,000,000 |
Common stock, shares issued (in shares) | 145,107,000 | 146,415,000 |
Common Stock, Shares, Outstanding | 140,104,000 | 138,985,000 |
Treasury stock shares (in shares) | 8,003,000 | 7,430,000 |
Tax effect of accumulated other comprehensive income | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 257,491 | $ 243,318 | $ 206,896 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization | 86,663 | 87,421 | 82,941 |
Depreciation | 21,003 | 20,890 | 20,895 |
Share-based Compensation | 16,052 | 15,513 | 19,363 |
Change in estimated acquisition earn-out payables | 9,185 | 3,003 | 9,938 |
Deferred income taxes | 18,163 | 22,696 | 7,369 |
Amortization of debt discount | 165 | 157 | 46 |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Amortization Expense | 1,597 | 0 | 0 |
Accretion (Amortization) of Discounts and Premiums, Investments | 39 | 0 | 0 |
Income tax benefit from exercise of shares from the stock benefit plans | (7,346) | (3,276) | (3,298) |
Payments On Acquisition Earn Outs In Excess Of Original Estimated Payables | (3,904) | (11,383) | (2,539) |
Loss/(gain) on sales of investments, fixed assets and customer accounts | 596 | (107) | 42,465 |
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: | |||
Restricted cash and investments (increase) decrease | (35,884) | 30,016 | (9,760) |
Premiums, commissions and fees receivable (increase) | (63,550) | (7,163) | (11,160) |
Reinsurance recoverables (increase) decrease | (46,115) | (18,940) | 12,210 |
Prepaid reinsurance premiums decrease (increase) | 982 | 10,943 | (31,573) |
Other assets (increase) | (4,718) | (5,318) | (12,564) |
Premiums payable to insurance companies decrease | 66,084 | 542 | 8,164 |
Premium deposits and credits due customers increase (decrease) | 527 | (2,973) | 2,323 |
Losses and loss adjustment reserve increase (decrease) | 46,115 | 18,940 | (12,210) |
Unearned premiums (decrease) increase | (982) | (10,943) | 31,573 |
Accounts payable increase | 30,174 | 34,206 | 36,949 |
Accrued expenses and other liabilities increase | 8,670 | 8,204 | 11,718 |
Other liabilities (decrease) | (25,849) | (23,898) | (24,727) |
Net cash provided by operating activities | 375,158 | 411,848 | 385,019 |
Cash flows from investing activities: | |||
Additions to fixed assets | (17,765) | (18,375) | (24,923) |
Payments for businesses acquired, net of cash acquired | (122,622) | (136,000) | (696,486) |
Proceeds from sales of fixed assets and customer accounts | 4,957 | 10,576 | 13,631 |
Purchases of investments | (25,872) | (22,766) | (17,813) |
Proceeds from Sale, Maturity and Collection of Investments | 18,890 | 21,928 | 18,278 |
Net cash used in investing activities | (142,412) | (144,637) | (707,313) |
Cash flows from financing activities: | |||
Payments on acquisition earn-outs | (24,309) | (25,415) | (9,530) |
Proceeds from Issuance of Long-term Debt | 0 | 0 | 1,048,425 |
Payments on long-term debt | (73,125) | (45,625) | (330,000) |
Income tax benefit from exercise of shares from the stock benefit plans | 7,346 | 3,276 | 3,298 |
Issuances of common stock for employee stock benefit plans | 15,983 | 15,890 | 14,808 |
Repurchase of stock benefit plan shares for employees to fund tax withholdings | (8,495) | (2,857) | (3,252) |
Purchase of treasury stock | (18,908) | (163,750) | (75,025) |
Settlement (prepayment) of accelerated share repurchase program | 11,250 | (11,250) | 0 |
Cash dividends paid | (70,262) | (64,108) | (59,334) |
Net cash (used in) provided by financing activities | (160,520) | (293,839) | 589,390 |
Net increase (decrease) in cash and cash equivalents | 72,226 | (26,628) | 267,096 |
Cash and cash equivalents at beginning of period | 443,420 | 470,048 | |
Cash and cash equivalents at end of period | 515,646 | 443,420 | 470,048 |
Proceeds from Lines of Credit | 0 | 0 | 475,000 |
Repayments of Lines of Credit | $ 0 | $ 0 | $ (475,000) |
Shareholders Equity Statement
Shareholders Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] |
Common Stock, Shares, Outstanding | 145,419 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2013 | $ 2,007,141 | $ 14,542 | $ 371,960 | $ 0 | $ 1,620,639 |
Common Stock Issued to Directors | 320,000 | 1,000 | 319,000 | ||
Dividends, Cash | $ (59,334) | (59,334) | |||
Net Income (Loss) Attributable to Parent | 206,896 | 206,896 | |||
Stock Issued During Period, Value, Employee Benefit Plan | 442 | ||||
Stock Issued During Period, Value, Employee Benefit Plan | 30,449 | $ 44 | $ 30,405 | ||
Treasury Stock, Value, Acquired, Cost Method | (75,025) | (75,025) | |||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 3,298 | 3,298 | |||
Common Stock Issued to Directors Shares | 10 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2014 | $ 2,113,745 | $ 14,587 | $ 405,982 | (75,025) | 1,768,201 |
Common Stock, Shares, Outstanding | 145,871 | ||||
Common Stock Issued to Directors | 500,000 | 2,000 | 498,000 | ||
Dividends, Cash | $ (64,108) | (64,108) | |||
Net Income (Loss) Attributable to Parent | 243,318 | 243,318 | |||
Stock Issued During Period, Value, Employee Benefit Plan | 528 | ||||
Stock Issued During Period, Value, Employee Benefit Plan | 28,045 | $ 53 | $ 27,992 | ||
Treasury Stock, Value, Acquired, Cost Method | (175,000) | (11,250) | (163,750) | ||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 3,276 | 3,276 | |||
Common Stock Issued to Directors Shares | 16 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2015 | $ 2,149,776 | $ 14,642 | $ 426,498 | (238,775) | 1,947,411 |
Common Stock, Shares, Outstanding | 138,985,000 | 146,415 | |||
Common Stock Issued to Directors | 500,000 | 2,000 | 498,000 | ||
Dividends, Cash | $ (70,262) | (70,262) | |||
Net Income (Loss) Attributable to Parent | 257,491 | 257,491 | |||
Stock Issued During Period, Value, Employee Benefit Plan | 1,675 | ||||
Stock Issued During Period, Value, Employee Benefit Plan | 23,018 | $ 167 | $ 22,851 | ||
Treasury Stock, Value, Acquired, Cost Method | (7,658) | 11,250 | (18,908) | ||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 7,346 | 7,346 | |||
Common Stock Issued to Directors Shares | 17 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2016 | $ 2,360,211 | $ 14,811 | $ 468,443 | $ (257,683) | $ 2,134,640 |
Common Stock, Shares, Outstanding | 140,104,000 | 148,107 |
Shareholders Equity (Parentheti
Shareholders Equity (Parenthetical) Statement - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.0050 | $ 0.0045 | $ 0.0041 |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic EPS is computed based upon the weighted-average number of common shares (including participating securities) issued and outstanding during the period. Diluted EPS is computed based upon the weighted-average number of common shares issued and outstanding plus equivalent shares, assuming the exercise of stock options. The dilutive effect of stock options is computed by application of the treasury-stock method. The following is a reconciliation between basic and diluted weighted-average shares outstanding for the years ended December 31 : (in thousands, except per share data) 2016 2015 2014 Net income $ 257,491 $ 243,318 $ 206,896 Net income attributable to unvested awarded performance stock (6,705 ) (5,695 ) (5,186 ) Net income attributable to common shares $ 250,786 $ 237,623 $ 201,710 Weighted-average number of common shares outstanding – basic 139,779 141,113 144,568 Less unvested awarded performance stock included in weighted-average number of common shares outstanding – basic (3,640 ) (3,303 ) (3,624 ) Weighted-average number of common shares outstanding for basic earnings per common share 136,139 137,810 140,944 Dilutive effect of stock options 1,665 2,302 1,947 Weighted-average number of shares outstanding – diluted 137,804 140,112 142,891 Net income per share: Basic $ 1.84 $ 1.72 $ 1.43 Diluted $ 1.82 $ 1.70 $ 1.41 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During the year ended December 31, 2016 , the Company acquired the assets and assumed certain liabilities of seven insurance intermediaries, all of the stock of one insurance intermediary and three books of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. All of these businesses were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Based upon the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the year ended December 31, 2016 , several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $917,497 relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments for the year ended December 31, 2016 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period. Cash paid for acquisitions was $124.7 million and $ 136.0 million in the years ended December 31, 2016 and 2015 , respectively. We completed eight acquisitions (excluding book of business purchases) during the year ended December 31, 2016 . We completed thirteen acquisitions (excluding book of business purchases) in the twelve -month period ended December 31, 2015 . The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions: (in thousands) Name Business Effective Cash Note Payable Other Recorded Net Assets Maximum Social Security Advocates for the Disabled LLC (SSAD) Services February 1, 2016 $ 32,526 $ 492 $ — $ 971 $ 33,989 $ 3,500 Morstan General Agency, Inc. (Morstan) Wholesale Brokerage June 1, 2016 66,050 — 10,200 3,091 79,341 5,000 Other Various Various 26,140 — 464 400 27,004 7,785 Total $ 124,716 $ 492 $ 10,664 $ 4,462 $ 140,334 $ 16,285 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) SSAD Morstan Other Total Cash $ 2,094 $ — $ — $ 2,094 Other current assets 1,042 2,482 1,555 5,079 Fixed assets 307 300 77 684 Goodwill 22,352 51,454 19,570 93,376 Purchased customer accounts 13,069 26,481 11,075 50,625 Non-compete agreements 72 39 117 228 Other assets — — 20 20 Total assets acquired 38,936 80,756 32,414 152,106 Other current liabilities (1,717 ) (1,415 ) (5,410 ) (8,542 ) Deferred income tax, net (3,230 ) — — (3,230 ) Total liabilities assumed (4,947 ) (1,415 ) (5,410 ) (11,772 ) Net assets acquired $ 33,989 $ 79,341 $ 27,004 $ 140,334 The weighted-average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years ; and non-compete agreements, 5 years . Goodwill of $93.4 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $13.1 million , $(1.2) thousand , $57.9 million and $22.4 million , respectively. Of the total goodwill of $93.4 million , $88.9 million is currently deductible for income tax purposes. The remaining $4.5 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2016, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2016 , included in the Consolidated Statement of Income for the year ended December 31, 2016 , were $34.2 million . The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2016 , included in the Consolidated Statement of Income for the year ended December 31, 2016 , was $4.3 million . If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) For the Year Ended December 31, (in thousands, except per share data) 2016 2015 Total revenues $ 1,789,790 $ 1,716,592 Income before income taxes $ 428,194 $ 414,911 Net income $ 260,346 $ 250,783 Net income per share: Basic $ 1.86 $ 1.78 Diluted $ 1.84 $ 1.75 weighted-average number of shares outstanding: Basic 136,139 137,810 Diluted 137,804 140,112 Acquisitions in 2015 During the year ended December 31, 2015 , Brown & Brown acquired the assets and assumed certain liabilities of thirteen insurance intermediaries and four books of business (customer accounts). The cash paid for these acquisitions was $ 136.0 million . Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in ‘Other’ within the following two tables. All of these businesses were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. For the year ended December 31, 2015 , several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $503,442 relating to the assumption of certain liabilities. The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions: (in thousands) Name Business Segment Effective Date of Acquisition Cash Paid Other Payable Recorded Earn-Out Payable Net Assets Acquired Maximum Potential Earn- Out Payable Liberty Insurance Brokers, Inc. and Affiliates (Liberty) Retail February 1, 2015 $ 12,000 $ — $ 2,981 $ 14,981 $ 3,750 Spain Agency, Inc. (Spain) Retail March 1, 2015 20,706 — 2,617 23,323 9,162 Bellingham Underwriters, Inc. (Bellingham) National Programs May 1, 2015 9,007 500 3,322 12,829 4,400 Fitness Insurance, LLC (Fitness) Retail June 1, 2015 9,455 — 2,379 11,834 3,500 Strategic Benefit Advisors, Inc. (SBA) Retail June 1, 2015 49,600 400 13,587 63,587 26,000 Bentrust Financial, Inc. (Bentrust) Retail December 1, 2015 10,142 391 319 10,852 2,200 MBA Insurance Agency of Arizona, Inc. (MBA) Retail December 1, 2015 68 8,442 6,063 14,573 9,500 Smith Insurance, Inc. (Smith) Retail December 1, 2015 12,096 200 1,047 13,343 6,350 Other Various Various 12,926 95 4,584 17,605 8,212 Total $ 136,000 $ 10,028 $ 36,899 $ 182,927 $ 73,074 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. The data included in the ‘Other’ column shows a negative adjustment for purchased customer accounts. This is driven mainly by the final valuation adjustment for the acquisition of Wright. (in thousands) Liberty Spain Bellingham Fitness SBA Bentrust MBA Smith Other Total Other current assets $ 2,486 $ 324 $ — $ 9 $ 652 $ — $ — $ — $ 169 $ 3,640 Fixed assets 40 50 25 17 41 36 33 73 59 374 Goodwill 10,010 15,748 9,608 8,105 39,859 8,166 13,471 10,374 21,040 136,381 Purchased customer accounts 4,506 7,430 3,223 3,715 23,000 2,789 7,338 3,526 (2,135 ) 53,392 Non-compete agreements 24 21 21 — 21 43 11 31 156 328 Other assets — — — — 14 — — — — 14 Total assets acquired 17,066 23,573 12,877 11,846 63,587 11,034 20,853 14,004 19,289 194,129 Other current liabilities (42 ) (250 ) (48 ) (12 ) — (182 ) (6,280 ) (504 ) (4,895 ) (12,213 ) Deferred income tax, net — — — — — — — — 2,576 2,576 Other liabilities (2,043 ) — — — — — — (157 ) 635 (1,565 ) Total liabilities assumed (2,085 ) (250 ) (48 ) (12 ) — (182 ) (6,280 ) (661 ) (1,684 ) (11,202 ) Net assets acquired $ 14,981 $ 23,323 $ 12,829 $ 11,834 $ 63,587 $ 10,852 $ 14,573 $ 13,343 $ 17,605 $ 182,927 The weighted-average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years ; and non-compete agreements, 5 years . Goodwill of $136.4 million was allocated to the Retail, National Programs and Wholesale Brokerage Segments in the amounts of $113.8 million, $18.0 million and $4.6 million, respectively. Of the total goodwill of $136.4 million, $91.1 million is currently deductible for income tax purposes and $8.4 million is non-deductible. The remaining $36.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2015, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2015 , included in the Consolidated Statement of Income for the year ended December 31, 2015 , were $28.2 million . The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2015 , included in the Consolidated Statement of Income for the year ended December 31, 2015 , was $1.5 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) For the Year Ended December 31, (in thousands, except per share data) 2015 2014 Total revenues $ 1,688,297 $ 1,630,992 Income before income taxes $ 411,497 $ 356,426 Net income $ 248,720 $ 217,053 Net income per share: Basic $ 1.76 $ 1.50 Diluted $ 1.73 $ 1.48 weighted-average number of shares outstanding: Basic 137,810 140,944 Diluted 140,112 142,891 Acquisitions in 2014 During the year ended December 31, 2014 , Brown & Brown acquired the assets and assumed certain liabilities of nine insurance intermediaries, all of the stock of one insurance intermediary that owns an insurance carrier and five books of business (customer accounts). The cash paid for these acquisitions was $721.9 million . Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. For the year ended December 31, 2014 , several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $25,941 relating to the assumption of certain liabilities. The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustment made during the measurement period for prior year acquisitions: (in thousands) Name Business Segment Effective Date of Acquisition Cash Paid Other Payable Recorded Earn-Out Payable Net Assets Acquired Maximum Potential Earn- Out Payable The Wright Insurance Group, LLC (Wright) National Programs May 1, 2014 $ 609,183 $ 1,471 $ — $ 610,654 $ — Pacific Resources Benefits Advisors, LLC (PacRes) Retail May 1, 2014 90,000 — 27,452 117,452 35,000 Axia Strategies, Inc (Axia) Wholesale Brokerage May 1, 2014 9,870 — 1,824 11,694 5,200 Other Various Various 12,798 433 3,953 17,184 9,262 Total $ 721,851 $ 1,904 $ 33,229 $ 756,984 $ 49,462 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) Wright PacRes Axia Other Total Cash $ 25,365 $ — $ — $ — $ 25,365 Other current assets 16,474 3,647 101 742 20,964 Fixed assets 7,172 53 24 1,724 8,973 Reinsurance recoverable 25,238 — — — 25,238 Prepaid reinsurance premiums 289,013 — — — 289,013 Goodwill 420,209 76,023 7,276 10,417 513,925 Purchased customer accounts 213,677 38,111 4,252 4,384 260,424 Non-compete agreements 966 21 41 166 1,194 Other assets 20,045 — — — 20,045 Total assets acquired 1,018,159 117,855 11,694 17,433 1,165,141 Other current liabilities (14,322 ) (403 ) — (249 ) (14,974 ) Losses and loss adjustment reserve (25,238 ) — — — (25,238 ) Unearned premiums (289,013 ) — — — (289,013 ) Deferred income tax, net (46,566 ) — — — (46,566 ) Other liabilities (32,366 ) — — — (32,366 ) Total liabilities assumed (407,505 ) (403 ) — (249 ) (408,157 ) Net assets acquired $ 610,654 $ 117,452 $ 11,694 $ 17,184 $ 756,984 The weighted-average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 3.4 years. Goodwill of $513.9 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $86.4 million , $420.0 million , $7.7 million and $(0.2) million , respectively. Of the total goodwill of $513.9 million , $141.9 million is currently deductible for income tax purposes and $338.8 million is non-deductible. The remaining $33.2 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2014, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues and income before income taxes, including the intercompany cost of capital, from the acquisitions completed through December 31, 2014 , included in the Consolidated Statement of Income for the year ended December 31, 2014 , were $112.2 million and $(1.3) million , respectively. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) For the Year Ended December 31, (in thousands, except per share data) 2014 2013 Total revenues $ 1,630,162 $ 1,520,858 Income before income taxes $ 358,229 $ 409,522 Net income $ 218,150 $ 248,628 Net income per share: Basic $ 1.51 $ 1.72 Diluted $ 1.49 $ 1.70 Weighted-average number of shares outstanding: Basic 140,944 141,033 Diluted 142,891 142,624 As of December 31, 2016, the maximum future contingency payments related to all acquisitions totaled $117.2 million , all of which relates to acquisitions consummated subsequent to January 1, 2009. ASC Topic 805- Business Combinations is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years. As of December 31, 2016 , the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820- Fair Value Measurement . The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, 2016 , 2015 and 2014 were as follows: For the Year Ended December 31, (in thousands) 2016 2015 2014 Balance as of the beginning of the period $ 78,387 $ 75,283 $ 43,058 Additions to estimated acquisition earn-out payables 4,462 36,899 34,356 Payments for estimated acquisition earn-out payables (28,213 ) (36,798 ) (12,069 ) Subtotal 54,636 75,384 65,345 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables 6,338 13 7,375 Interest expense accretion 2,847 2,990 2,563 Net change in earnings from estimated acquisition earn-out payables 9,185 3,003 9,938 Balance as of December 31, $ 63,821 $ 78,387 $ 75,283 Of the $63.8 million estimated acquisition earn-out payables as of December 31, 2016 , $31.8 million was recorded as accounts payable and $32.0 million was recorded as other non-current liabilities. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items prior to the one-year anniversary date and may therefore differ from previously reported amounts. Of the $78.4 million estimated acquisition earn-out payables as of December 31, 2015 , $25.3 million was recorded as accounts payable and $53.1 million was recorded as other non-current liabilities. Of the $75.3 million estimated acquisition earn-out payables as of December 31, 2014 , $26.0 million was recorded as accounts payable and $49.3 million was recorded as an other non-current liability. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in the carrying value of goodwill by reportable segment for the years ended December 31, are as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Total Balance as of January 1, 2015 $ 1,231,869 $ 886,095 $ 222,356 $ 120,291 $ 2,460,611 Goodwill of acquired businesses 113,767 18,009 4,605 — 136,381 Goodwill disposed of relating to sales of businesses — (2,238 ) — (8,071 ) (10,309 ) Balance as of December 31, 2015 $ 1,345,636 $ 901,866 $ 226,961 $ 112,220 $ 2,586,683 Goodwill of acquired businesses 13,117 (1 ) 57,908 22,352 93,376 Goodwill of transferred businesses 571 (571 ) — — — Goodwill disposed of relating to sales of businesses (4,657 ) — — — (4,657 ) Balance as of December 31, 2016 $ 1,354,667 $ 901,294 $ 284,869 $ 134,572 $ 2,675,402 |
Amortizable Intangible Assets
Amortizable Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | Amortizable Intangible Assets Amortizable intangible assets at December 31, 2016 and 2015 consisted of the following: December 31, 2016 December 31, 2015 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Life in Years (1) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Life in Years (1) Purchased customer accounts $ 1,447,680 $ (741,770 ) $ 705,910 15.0 $ 1,398,986 $ (656,799 ) $ 742,187 15.0 Non-compete agreements 29,668 (28,124 ) 1,544 6.8 29,440 (26,947 ) 2,493 6.8 Total $ 1,477,348 $ (769,894 ) $ 707,454 $ 1,428,426 $ (683,746 ) $ 744,680 (1) Weighted-average life calculated as of the date of acquisition. Amortization expense for amortizable intangible assets for the years ending December 31, 2017 , 2018 , 2019 , 2020 and 2021 is estimated to be $84.9 million , $79.6 million , $75.1 million , $67.8 million , and $64.5 million , respectively. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments At December 31, 2016 , the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 26,280 $ 11 $ (59 ) $ 26,232 Corporate debt 2,358 13 (1 ) 2,370 Total $ 28,638 $ 24 $ (60 ) $ 28,602 At December 31, 2016 , the Company held $26.28 million in fixed income securities composed of U.S Treasury securities, securities issued by U.S. Government agencies and Municipalities, and $2.4 million issued by corporations with investment grade ratings. Of the total, $5.6 million is classified as short-term investments on the Consolidated Balance Sheet as maturities are less than one year in duration. Additionally, the Company holds $9.5 million in short-term investments which are related to time deposits held with various financial institutions. For securities in a loss position, the following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2016 : (in thousands) Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 14,663 $ (59 ) $ — $ — $ 14,663 $ (59 ) Foreign Government — — — — — — Corporate debt 1,001 (1 ) — — 1,001 (1 ) Total $ 15,664 $ (60 ) $ — $ — $ 15,664 $ (60 ) The unrealized losses from corporate issuers were caused by interest rate increases. At December 31, 2016 , the Company had 20 securities in an unrealized loss position. The corporate securities are highly rated securities with no indicators of potential impairment. Based upon the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2016 . At December 31, 2015 , the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 11,876 $ 6 $ (26 ) $ 11,856 Foreign government 50 — — 50 Corporate debt 4,505 7 (16 ) 4,496 Short duration fixed income fund 1,663 27 — 1,690 Total $ 18,094 $ 40 $ (42 ) $ 18,092 The following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2015 : (in thousands) Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 8,998 $ (26 ) $ — $ — $ 8,998 $ (26 ) Foreign Government 50 — — — 50 — Corporate debt 2,731 (14 ) 284 (2 ) 3,015 (16 ) Total $ 11,779 $ (40 ) $ 284 $ (2 ) $ 12,063 $ (42 ) The unrealized losses in the Company’s investments in U.S. Treasury Securities and obligations of U.S. Government Agencies and bonds from corporate issuers were caused by interest rate increases. At December 31, 2015 , the Company had 35 securities in an unrealized loss position. The contractual cash flows of the U.S. Treasury Securities and obligations of the U.S. Government agencies investments are either guaranteed by the U.S. Government or an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. The corporate securities are highly rated securities with no indicators of potential impairment. Based upon the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2015 . The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2016 by contractual maturity are set forth below: (in thousands) Amortized Cost Fair Value Years to maturity: Due in one year or less $ 5,551 $ 5,554 Due after one year through five years 22,757 22,708 Due after five years through ten years 330 340 Total $ 28,638 $ 28,602 The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2015 by contractual maturity are set forth below: (in thousands) Amortized Cost Fair Value Years to maturity: Due in one year or less $ 5,726 $ 5,722 Due after one year through five years 12,038 12,041 Due after five years through ten years 330 329 Total $ 18,094 $ 18,092 The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalty. Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $6.0 million . This along with maturing time deposits and the utilization of funds from a money market account of $9.1 million yielded total cash proceeds from the sale of investments of $18.9 million in the period of January 1, 2016 to December 31, 2016 . These proceeds were used to purchase additional fixed maturity securities. The gains and losses realized on those sales for the period from January 1, 2016 to December 31, 2016 were insignificant . Additionally, there was a sale of the short-duration fixed income fund which resulted in cash proceeds of $1.7 million , as the fund was liquidated in the third quarter of 2016. Gains on this sale were also insignificant . Proceeds from sales of the Company’s investment in fixed maturity securities were $5.6 million including maturities for the year ended December 31, 2015 . The gains and losses realized on those sales for the year ended December 31, 2015 were insignificant . Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis. At December 31, 2016 , investments with a fair value of approximately $4.0 million were on deposit with state insurance departments to satisfy regulatory requirements. |
Fixed Assets (Notes)
Fixed Assets (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Fixed Assets Fixed assets at December 31 consisted of the following: (in thousands) 2016 2015 Furniture, fixtures and equipment $ 177,823 $ 169,682 Leasehold improvements 33,137 32,132 Land, buildings and improvements 3,375 3,370 Total cost 214,335 205,184 Less accumulated depreciation and amortization (138,528 ) (123,431 ) Total $ 75,807 $ 81,753 Depreciation and amortization expense for fixed assets amounted to $21.0 million in 2016 , $20.9 million in 2015 , and $20.9 million in 2014 . |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at December 31, 2016 and 2015 consisted of the following: (in thousands) December 31, 2016 December 31, 2015 Current portion of long-term debt: Current portion of 5-year term loan facility expires 2019 $ 55,000 $ 48,125 5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016 — 25,000 Short-term promissory note 500 — Total current portion of long-term debt 55,500 73,125 Long-term debt: Note agreements: 4.500% senior notes, Series E, quarterly interest payments, balloon due 2018 100,000 100,000 4.200% senior notes, semi-annual interest payments, balloon due 2024 498,785 498,628 Total notes 598,785 598,628 Credit agreements: 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires May 20, 2019 426,250 481,250 5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires May 20, 2019 — — Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.400% and availability fee up to 0.250%, expires December 31, 2016 — — Total credit agreements 426,250 481,250 Debt issuance costs (contra) (6,663 ) (8,260 ) Total long-term debt less unamortized discount and debt issuance costs 1,018,372 1,071,618 Current portion of long-term debt 55,500 73,125 Total debt $ 1,073,872 $ 1,144,743 On December 22, 2006, the Company entered into a Master Shelf and Note Purchase Agreement (the “Master Agreement”) with a national insurance company (the “Purchaser”). The initial issuance of notes under the Master Agreement occurred on December 22, 2006, through the issuance of $25.0 million in Series C Senior Notes due December 22, 2016, with a fixed interest rate of 5.660% per year. On February 1, 2008, $25.0 million in Series D Senior Notes due January 15, 2015, with a fixed interest rate of 5.370% per year, were issued. On September 15, 2011, and pursuant to a Confirmation of Acceptance (the “Confirmation”), dated January 21, 2011, in connection with the Master Agreement, $100.0 million in Series E Senior Notes were issued and are due September 15, 2018, with a fixed interest rate of 4.500% per year. The Series E Senior Notes were issued for the sole purpose of retiring existing senior notes. On January 15, 2015, the Series D Notes were redeemed at maturity using cash proceeds to pay off the principal of $25.0 million plus any remaining accrued interest. On December 22, 2016, the Series C Notes were redeemed at maturity using cash proceeds to pay off the principal of $25.0 million plus any remaining accrued interest. As of December 31, 2016 , there was an outstanding debt balance issued under the provisions of the Master Agreement of $100.0 million . On July 1, 2013, in conjunction with the acquisition of Beecher Carlson Holdings, Inc., the Company entered into a revolving loan agreement (the “Wells Fargo Agreement”) with Wells Fargo Bank, N.A. that provided for a $50.0 million revolving line of credit (the “Wells Fargo Revolver”). On April 16, 2014, in connection with the signing of the Credit Facility (as defined below) an amendment to the agreement was established to reduce the total revolving loan commitment from $50.0 million to $25.0 million . The Wells Fargo Revolver may be increased by up to $50.0 million (bringing the total amount available to $75.0 million ). The calculation of interest and fees for the Wells Fargo Agreement is generally based upon the Company’s funded debt-to-EBITDA ratio. Interest is charged at a rate equal to 1.000% to 1.400% above LIBOR or 1.000% below the Base Rate, each as more fully described in the Wells Fargo Agreement. Fees include an up-front fee, an availability fee of 0.175% to 0.250% , and a letter of credit margin fee of 1.000% to 1.400% . The obligations under the Wells Fargo Revolver are unsecured and the Wells Fargo Agreement includes various covenants, limitations and events of default that are customary for similar facilities for similar borrowers. The maturity date for the Wells Fargo Revolver was December 31, 2016 . However, on March 14, 2016, the Wells Fargo Revolver was terminated before its maturity date with no fees incurred. There were no borrowings against the Wells Fargo Revolver as of December 31, 2016 or as of December 31, 2015 . On April 17, 2014, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and certain other banks as co-syndication agents and co-documentation agents (the “Credit Agreement”). The Credit Agreement in the amount of $1,350.0 million provides for an unsecured revolving credit facility (the “Credit Facility”) in the initial amount of $800.0 million and unsecured term loans in the initial amount of $550.0 million , either or both of which may, subject to lenders’ discretion, potentially be increased by up to $500.0 million . The Credit Facility was funded on May 20, 2014 in conjunction with the closing of the Wright acquisition, with the $550.0 million term loan being funded as well as a drawdown of $375.0 million on the revolving loan facility. Use of these proceeds was to retire existing term loan debt and to facilitate the closing of the Wright acquisition as well as other acquisitions. The Credit Facility terminates on May 20, 2019, but either or both of the revolving credit facility and the term loans may be extended for two additional one -year periods at the Company’s request and at the discretion of the respective lenders. Interest and facility fees in respect to the Credit Facility are based upon the better of the Company’s net debt leverage ratio or a non-credit enhanced senior unsecured long-term debt rating. Based upon the Company’s net debt leverage ratio, the rates of interest charged on the term loan are 1.000% to 1.750% , and the revolving loan is 0.850% to 1.500% above the adjusted LIBOR rate for outstanding amounts drawn. There are fees included in the facility which include a facility fee based upon the revolving credit commitments of the lenders (whether used or unused) at a rate of 0.150% to 0.250% and letter of credit fees based upon the amounts of outstanding secured or unsecured letters of credit. The Credit Facility includes various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers. As of December 31, 2016 and 2015 , there was an outstanding debt balance issued under the provisions of the Credit Facility in total of $481.3 million and $529.4 million respectively, with no borrowings outstanding relative to the revolving loan. Per the terms of the agreement, scheduled principal payments of $55.0 million are due in 2017. On September 18, 2014, the Company issued $500.0 million of 4.200% unsecured senior notes due in 2024 . The senior notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions and regulations which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay the outstanding balance of $475.0 million on the revolving Credit Facility and for other general corporate purposes. As of December 31, 2016 and 2015 , there was an outstanding debt balance of $500.0 million exclusive of the associated discount balance. The Master Agreement, Wells Fargo Agreement and the Credit Agreement all require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of December 31, 2016 and 2015 . The 30-day Adjusted LIBOR Rate as of December 31, 2016 was 0.813% . Interest paid in 2016 , 2015 and 2014 was $37.7 million , $37.5 million , and $25.1 million , respectively. At December 31, 2016 , maturities of long-term debt were $55.5 million in 2017, $155.0 million in 2018, $371.3 million in 2019, and $500.0 million in 2024. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) 2016 2015 2014 Current: Federal $ 126,145 $ 118,490 $ 109,893 State 21,110 17,625 15,482 Foreign 590 430 109 Total current provision 147,845 136,545 125,484 Deferred: Federal 15,551 18,416 5,987 State 2,612 4,280 1,440 Foreign — — (58 ) Total deferred provision 18,163 22,696 7,369 Total tax provision $ 166,008 $ 159,241 $ 132,853 A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows: 2016 2015 2014 Federal statutory tax rate 35.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 3.9 3.9 3.3 Non-deductible employee stock purchase plan expense 0.3 0.3 0.3 Non-deductible meals and entertainment 0.3 0.3 0.4 Other, net (0.3) 0.1 0.1 Effective tax rate 39.2% 39.6% 39.1% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes. Significant components of Brown & Brown’s current deferred tax assets as of December 31 are as follows: (in thousands) 2016 2015 Current deferred tax assets: Deferred profit-sharing contingent commissions $ 10,567 $ 9,767 Net operating loss carryforwards 10 10 Accruals and reserves 14,032 14,858 Total current deferred tax assets $ 24,609 $ 24,635 Significant components of Brown & Brown’s non-current deferred tax liabilities and assets as of December 31 are as follows: (in thousands) 2016 2015 Non-current deferred tax liabilities: Fixed assets $ 6,425 $ 8,585 Net unrealized holding (loss)/gain on available-for-sale securities (12 ) (9 ) Intangible assets 422,478 393,251 Total non-current deferred tax liabilities 428,891 401,827 Non-current deferred tax assets: Deferred compensation 44,912 38,966 Net operating loss carryforwards 2,384 2,518 Valuation allowance for deferred tax assets (700 ) (606 ) Total non-current deferred tax assets 46,596 40,878 Net non-current deferred tax liability $ 382,295 $ 360,949 Income taxes paid in 2016 , 2015 and 2014 were $143.1 million , $132.9 million , and $118.3 million respectively. At December 31, 2016 , Brown & Brown had net operating loss carryforwards of $156,435 and $60.2 million for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2017 through 2036 . The federal carryforward is derived from insurance operations acquired by Brown & Brown in 2001. The state carryforward amount is derived from the operating results of certain subsidiaries and from the 2013 stock acquisition of Beecher Carlson Holdings, Inc. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2016 2015 2014 Unrecognized tax benefits balance at January 1 $ 584 $ 113 $ 391 Gross increases for tax positions of prior years 412 773 — Gross decreases for tax positions of prior years (41 ) — (21 ) Settlements (205 ) (302 ) (257 ) Unrecognized tax benefits balance at December 31 $ 750 $ 584 $ 113 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2016 and 2015 , the Company had $86,191 and $102,171 of accrued interest and penalties related to uncertain tax positions, respectively. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized was $750,258 as of December 31, 2016 and $583,977 as of December 31, 2015 . The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. As a result of a 2006 Internal Revenue Service (“IRS”) audit, the Company agreed to accrue at each December 31, for tax purposes only, a known amount of profit-sharing contingent commissions represented by the actual amount of profit-sharing contingent commissions received in the first quarter of the related year, with a true-up adjustment to the actual amount received by the end of the following March. Since this method for tax purposes differs from the method used for book purposes, it will result in a current deferred tax asset as of December 31 each year which will reverse by the following March 31 when the related profit-sharing contingent commissions are recognized for financial accounting purposes. The Company is subject to taxation in the United States and various state jurisdictions. The Company is also subject to taxation in the United Kingdom. In the United States, federal returns for fiscal years 2013 through 2016 remain open and subject to examination by the IRS. The Company files and remits state income taxes in various states where the Company has determined it is required to file state income taxes. The Company’s filings with those states remain open for audit for the fiscal years 2011 through 2016. In the United Kingdom, the Company’s filings remain open for audit for the fiscal years 2015 and 2016. The federal income tax returns of The Wright Insurance Group are currently under IRS audit for the short period ended May 1, 2014. Also during 2016, the Company settled the previously disclosed State of Kansas audit for fiscal years 2012 through 2014 in the amount of $204,695. The Company and one of its subsidiaries, The Advocator Group, LLC, is currently under examination by the State of Massachusetts for the fiscal year 2013 through 2014. There are no other federal or state income tax audits as of December 31, 2016 . In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. As of December 31, 2016, we have not made a provision for U.S. or additional foreign withholding taxes on approximately $2.6 million of the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. |
Stock Based Compensation (Notes
Stock Based Compensation (Notes) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,174,190 | 0 |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation Performance Stock Plan In 1996, Brown & Brown adopted and the shareholders approved a performance stock plan, under which until the suspension of the plan in 2010, up to 14,400,000 Performance Stock Plan (“PSP”) shares could be granted to key employees contingent on the employees’ future years of service with Brown & Brown and other performance-based criteria established by the Compensation Committee of the Company’s Board of Directors. Before participants may take full title to Performance Stock, two vesting conditions must be met. Of the grants currently outstanding, specified portions satisfied the first condition for vesting based upon 20% incremental increases in the 20-trading-day average stock price of Brown & Brown’s common stock from the price on the business day prior to date of grant. Performance Stock that has satisfied the first vesting condition is considered “awarded shares.” Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted EPS. Dividends are paid on awarded shares and participants may exercise voting privileges on such shares. Awarded shares satisfy the second condition for vesting on the earlier of a participant’s: (i) 15 years of continuous employment with Brown & Brown from the date shares are granted to the participants (or, in the case of the July 2009 grant to Powell Brown , 20 years ); (ii) attainment of age 64 (on a prorated basis corresponding to the number of years since the date of grant); or (iii) death or disability. On April 28, 2010, the PSP was suspended and any remaining authorized, but unissued shares, as well as any shares forfeited in the future, will be reserved for issuance under the 2010 Stock Incentive Plan (the “SIP”). At December 31, 2016 , 5,174,190 shares had been granted under the PSP. As of December 31, 2016 , 1,003,275 shares had met the first condition of vesting and had been awarded, and 4,170,915 shares had satisfied both conditions of vesting and had been distributed to participants. Of the shares that have not vested as of December 31, 2016 , the initial stock prices ranged from $13.65 to $25.68 . The Company uses a path-dependent lattice model to estimate the fair value of PSP grants on the grant date. A summary of PSP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 8.62 2,371,287 2,295,852 75,435 Granted $ — — — — Awarded $ — — — — Vested $ 16.76 (277,009 ) (277,009 ) — Forfeited $ 9.75 (165,647 ) (115,630 ) (50,017 ) Outstanding at December 31, 2014 $ 8.71 1,928,631 1,903,213 25,418 Granted $ — — — — Awarded $ — — — — Vested $ 5.55 (208,889 ) (208,889 ) — Forfeited $ 9.78 (117,528 ) (100,110 ) (17,418 ) Outstanding at December 31, 2015 $ 9.03 1,602,214 1,594,214 8,000 Granted $ — — — — Awarded $ — — 4,000 (4,000 ) Vested $ 6.39 (506,422 ) (506,422 ) — Forfeited $ 10.52 (92,517 ) (88,517 ) (4,000 ) Outstanding at December 31, 2016 $ 10.23 1,003,275 1,003,275 — The total fair value of PSP grants that vested during each of the years ended December 31, 2016 , 2015 and 2014 was $18.1 million , $6.8 million and $8.4 million , respectively. Stock Incentive Plan On April 28, 2010 , the shareholders of Brown & Brown, Inc. approved the Stock Incentive Plan (“SIP”) that provides for the granting of stock options, stock, restricted stock units, and/or stock appreciation rights to employees and directors contingent on criteria established by the Compensation Committee of the Company’s Board of Directors. The principal purpose of the SIP is to attract, incentivize and retain key employees by offering those persons an opportunity to acquire or increase a direct proprietary interest in the Company’s operations and future success. The SIP includes a sub-plan applicable to Decus Insurance Brokers Limited (“Decus”) which, is a subsidiary of Decus Holdings (U.K.) Limited. The shares of stock reserved for issuance under the SIP are any shares that are authorized for issuance under the PSP and not already subject to grants under the PSP, and that were outstanding as of April 28, 2010 , the date of suspension of the PSP, together with PSP shares and SIP shares forfeited after that date. As of April 28, 2010 , 6,046,768 shares were available for issuance under the PSP, which were then transferred to the SIP. In addition, in May 2016 our shareholders approved an amendment to the SIP to increase the shares available for issuance by an additional 1,200,000. The Company has granted stock grants to our employees in the form of Restricted Stock Awards and Peformance Stock Awards under the SIP. To date, a substantial majority of stock grants to employees under the SIP vest in four to ten years The Performance Stock Awards are subject to the achievement of certain performance criteria by grantees, which may include growth in a defined book of business, organic growth and operating profit growth of a profit center, EBITDA growth, organic growth of the Company and consolidated EPS growth at certain levels of the Company. The performance measurement period ranges from three to five years. Beginning in 2016, certain Performance Stock Awards have a payout range between 0% to 200% depending on the achievement against the stated performance target. Prior to 2016, the majority of the grants had a binary performance measurement criteria that only allowed for 0% or 100% payout. In 2010 , 187,040 shares were granted under the SIP. This grant was conditioned upon the surrender of 187,040 shares previously granted under the PSP in 2009, which were accordingly treated as forfeited PSP shares. The vesting conditions of this grant were identical to those provided for in connection with the 2009 PSP grant; thus the target stock prices and the periods associated with satisfaction of the first and second conditions of vesting were unchanged. Additionally, grants totaling 5,205 shares were made in 2010 to Decus employees under the SIP sub-plan applicable to Decus. In 2011 , 2,375,892 shares were granted under the SIP. Of this total, 24,670 shares were granted to Decus employees under the SIP sub-plan applicable to Decus. In 2012 , 814,545 shares were granted under the SIP, primarily related to the Arrowhead acquisition. In 2013 , 3,719,974 shares were granted under the SIP. Of the shares granted in 2013 , 891,399 shares will vest upon the grantees’ completion of between three and seven years of service with the Company, and because grantees have the right to vote the shares and receive dividends immediately after the date of grant these shares are considered awarded and outstanding under the two-class method. In 2014 , 422,572 shares were granted under the SIP. Of the shares granted in 2014 , 113,088 shares will vest upon the grantees’ completion of between three and six years of service with the Company, and because grantees have the right to vote the shares and receive dividends immediately after the date of grant these shares are considered awarded and outstanding under the two-class method. In 2015 , 481,166 shares were granted under the SIP. Of the shares granted in 2015 , 164,646 shares will vest upon the grantees’ completion of between five and seven years of service with the Company, and because grantees have the right to vote the shares and receive dividends immediately after the date of grant these shares are considered awarded and outstanding under the two-class method. In 2016 , 972,099 shares were granted under the SIP. Of the shares granted in 2016 , 182,653 shares will vest upon the grantees’ completion of five years of service with the Company, and because grantees have the right to vote the shares and receive dividends immediately after the date of grant these shares are considered awarded and outstanding under the two-class method. Additionally, non-employee members of the Board of Directors received shares annually issued pursuant to the SIP as part of their annual compensation. A total of 36,919 SIP shares were issued to these directors in 2011 and 2012 , of which 11,682 were issued in January 2011 , 12,627 in January 2012 , and 12,610 in December 2012 . The shares issued in December 2012 were issued at that earlier time rather than in January 2013 pursuant to action of the Board of Directors. No additional shares were granted or issued to the non-employee members of the Board of Directors in 2013 . A total of 9,870 shares were issued to these directors in January 2014 , 15,700 shares were issued in January 2015 and 16,860 shares were issued in January 2016 . The following table sets forth information as of December 31, 2016 , 2015 , and 2014 , with respect to the number of time-based restricted shares granted and awarded, the number of performance-based restricted shares granted, and the number of performance-based restricted shares awarded under our Performance Stock Plan and 2010 Stock Incentive Plan: Year Time-Based Restricted Stock Granted and Awarded Performance-Based Restricted Stock Granted Performance-Based Restricted Stock Awarded 2016 182,653 789,446 (1) 1,435,319 2015 164,646 316,520 — 2014 113,088 309,484 — (1) Of the 789,446 shares of performance-based restricted stock granted in 2016, the payout for 353,132 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. At December 31, 2016 , 3,729,566 shares were available for future grants. This amount is calculated assuming the maximum payout for all restricted stock grants. The payout for 321,955 shares of our outstanding performance-based restricted stock grants may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The Company uses the closing stock price on the day prior to the grant date to determine the fair value of SIP grants and then applies an estimated forfeiture factor to estimate the annual expense. Additionally, the Company uses the path-dependent lattice model to estimate the fair value of grants with PSP-type vesting conditions as of the grant date. SIP shares that satisfied the first vesting condition for PSP-type grants or the established performance criteria are considered awarded shares. Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted EPS. A summary of SIP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 27.96 6,606,101 995,717 5,610,384 Granted $ 31.02 422,572 113,088 309,484 Awarded $ — — — — Vested $ — — — — Forfeited $ 27.41 (369,626 ) (47,915 ) (321,711 ) Outstanding at December 31, 2014 $ 28.19 6,659,047 1,060,890 5,598,157 Granted $ 31.74 481,166 164,646 316,520 Awarded $ — — — — Vested $ — — — — Forfeited $ 26.32 (863,241 ) (95,542 ) (767,699 ) Outstanding at December 31, 2015 $ 28.74 6,276,972 1,129,994 5,146,978 Granted $ 35.52 972,099 182,653 789,446 (1) Awarded $ 24.93 — 1,431,319 (1,431,319 ) Vested $ 27.31 (166,884 ) (166,884 ) — Forfeited $ 25.34 (954,131 ) (175,788 ) (778,343 ) Outstanding at December 31, 2016 $ 29.96 6,128,056 2,401,294 3,726,762 (1) Of the 789,446 shares of performance-based restricted stock granted in 2016, the payout for 353,132 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. Employee Stock Purchase Plan The Company has a shareholder-approved Employee Stock Purchase Plan (“ESPP”) with a total of 17,000,000 authorized shares of which 4,680,263 were available for future subscriptions as of December 31, 2016 . Employees of the Company who regularly work more than 20 hours per week are eligible to participate in the ESPP. Participants, through payroll deductions, may allot up to 10% of their compensation, up to a maximum of $25,000 , to purchase Company stock between August 1st of each year and the following July 31st (the “Subscription Period”) at a cost of 85% of the lower of the stock price as of the beginning or end of the Subscription Period. The Company estimates the fair value of an ESPP share option as of the beginning of the Subscription Period as the sum of: (1) 15% of the quoted market price of the Company’s stock on the day prior to the beginning of the Subscription Period, and (2) 85% of the value of a one-year stock option on the Company stock using the Black-Scholes option-pricing model. The estimated fair value of an ESPP share option as of the Subscription Period beginning in August 2016 was $7.61 . The fair values of an ESPP share option as of the Subscription Periods beginning in August 2015 and 2014 , were $6.43 and $6.39 , respectively. For the ESPP plan years ended July 31, 2016 , 2015 and 2014 , the Company issued 514,665 , 539,389 , and 512,521 shares of common stock, respectively. These shares were issued at an aggregate purchase price of $15.0 million , or $29.23 per share, in 2016 , $14.4 million , or $26.62 per share, in 2015 , and $13.4 million , or $26.16 per share, in 2014 . For the five months ended December 31, 2016 , 2015 and 2014 (portions of the 2016-2017, 2015-2016 and 2014-2015 plan years), 247,023 ; 231,803 ; and 235,794 shares of common stock (from authorized but unissued shares), respectively, were subscribed to by ESPP participants for proceeds of approximately $7.7 million , $6.8 million and $6.3 million , respectively. Incentive Stock Option Plan On April 21, 2000 , Brown & Brown adopted, and the shareholders approved, a qualified incentive stock option plan (the “ISOP”) that provides for the granting of stock options to certain key employees for up to 4,800,000 shares of common stock. On December 31, 2008 , the ISOP expired. The objective of the ISOP was to provide additional performance incentives to grow Brown & Brown’s pre-tax income in excess of 15% annually. The options were granted at the most recent trading day’s closing market price and vest over a one -to- ten -year period, with a potential acceleration of the vesting period to three -to- six years based upon achievement of certain performance goals. All of the options expire 10 years after the grant date. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options on the grant date. The risk-free interest rate is based upon the U.S. Treasury yield curve on the date of grant with a remaining term approximating the expected term of the option granted. The expected term of the options granted is derived from historical data; grantees are divided into two groups based upon expected exercise behavior and are considered separately for valuation purposes. The expected volatility is based upon the historical volatility of the Company’s common stock over the period of time equivalent to the expected term of the options granted. The dividend yield is based upon the Company’s best estimate of future dividend yield. A summary of stock option activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Stock Options Shares Under Option Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2014 622,945 $ 18.39 4.1 $ 7,289 Granted — $ — Exercised (106,589 ) $ 18.48 Forfeited (46,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2014 470,356 $ 18.57 3.1 $ 5,087 Granted — $ — Exercised (151,767 ) $ 18.48 Forfeited (49,000 ) $ 19.36 Expired — $ — Outstanding at December 31, 2015 269,589 $ 18.48 2.2 $ 2,395 Granted — $ — Exercised (64,589 ) $ 18.48 Forfeited (30,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Ending vested and expected to vest at December 31, 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2015 164,589 $ 18.48 2.2 $ 2,241 Exercisable at December 31, 2014 316,356 $ 18.48 3.2 $ 4,565 The following table summarizes information about stock options outstanding at December 31, 2016 : Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $18.48 175,000 1.2 $ 18.48 175,000 $ 18.48 Totals 175,000 1.2 $ 18.48 175,000 $ 18.48 The total intrinsic value of options exercised, determined as of the date of exercise, during the years ended December 31, 2016 , 2015 and 2014 was $1.0 million , $2.2 million and $1.3 million , respectively. The total intrinsic value is calculated as the difference between the exercise price of all underlying awards and the quoted market price of the Company’s stock for all in-the-money stock options at December 31, 2016 , 2015 and 2014 , respectively. There are no option shares available for future grant under the ISOP since this plan expired as of December 31, 2008 . Summary of Non-Cash Stock-Based Compensation Expense The non-cash stock-based compensation expense for the years ended December 31 is as follows: (in thousands) 2016 2015 2014 Stock Incentive Plan $ 11,049 $ 11,111 $ 14,447 Employee Stock Purchase Plan 3,698 3,430 2,425 Performance Stock Plan 1,305 972 2,354 Incentive Stock Option Plan — — 137 Total $ 16,052 $ 15,513 $ 19,363 Summary of Unrecognized Compensation Expense As of December 31, 2016 , there was approximately $92.1 million of unrecognized compensation expense related to all non-vested stock-based compensation arrangements granted under the Company’s stock-based compensation plans. That expense is expected to be recognized over a weighted-average period of 4.3 years. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities Our Restricted Cash balance is comprised of funds held in separate premium trust accounts as required by state law or, in some cases, per agreement with our carrier partners. In the second quarter of 2015 , certain balances that had previously been reported as held in restricted premium trust accounts were reclassified as non-restricted as they were not restricted by state law or by contractual agreement with a carrier. The resulting impact of this change was a reduction in the balance reported on our Consolidated Balance Sheet as Restricted Cash and Investments and a corresponding increase in the balance reported as Cash and Cash Equivalents of approximately $33.0 million as of December 31, 2015 as compared to the corresponding account balances as of December 31, 2014 of $32.2 million which was reflected as Restricted Cash. While these referenced funds are not restricted, they do represent premium payments from customers to be paid to insurance carriers and this change in classification should not be viewed as a source of operating cash. For the Year Ended December 31, (in thousands) 2016 2015 2014 Cash paid during the period for: Interest $ 37,652 $ 37,542 $ 25,115 Income taxes $ 143,111 $ 132,874 $ 118,290 Brown & Brown’s significant non-cash investing and financing activities are summarized as follows: For the Year Ended December 31, (in thousands) 2016 2015 2014 Other payables issued for purchased customer accounts $ 10,664 $ 10,029 $ 1,930 Estimated acquisition earn-out payables and related charges $ 4,463 $ 36,899 $ 33,229 Notes payable issued or assumed for purchased customer accounts $ 492 $ — $ — Notes received on the sale of fixed assets and customer accounts $ 22 $ 7,755 $ 6,340 |
Quarterly Operating Results (No
Quarterly Operating Results (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Quarterly Operating Results (Unaudited) Quarterly operating results for 2016 and 2015 were as follows: (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Total revenues $ 424,173 $ 446,518 $ 462,274 $ 433,664 Total expenses $ 321,624 $ 337,441 $ 345,302 $ 338,763 Income before income taxes $ 102,549 $ 109,077 $ 116,972 $ 94,901 Net income $ 62,070 $ 66,250 $ 71,545 $ 57,626 Net income per share: Basic $ 0.45 $ 0.47 $ 0.51 $ 0.41 Diluted $ 0.44 $ 0.47 $ 0.50 $ 0.41 2015 Total revenues $ 404,298 $ 419,447 $ 432,167 $ 404,597 Total expenses $ 310,520 $ 318,533 $ 319,337 $ 309,560 Income before income taxes $ 93,778 $ 100,914 $ 112,830 $ 95,037 Net income $ 56,951 $ 61,005 $ 67,427 $ 57,935 Net income per share: Basic $ 0.40 $ 0.43 $ 0.48 $ 0.41 Diluted $ 0.39 $ 0.43 $ 0.47 $ 0.41 Quarterly financial results are affected by seasonal variations. The timing of the Company’s receipt of profit-sharing contingent commissions, policy renewals and acquisitions may cause revenues, expenses and net income to vary significantly between quarters. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Brown & Brown’s business is divided into four reportable segments: (1) the Retail Segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers; (2) the National Programs Segment, which acts as a 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 nationwide networks of independent agents, and Brown & Brown retail agents; (3) the Wholesale Brokerage Segment, which markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents; and (4) the 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 claims adjusting services. Brown & Brown conducts all of its operations within the United States of America, except for a wholesale brokerage operation based in London, England, and retail operations in Bermuda and the Cayman Islands. These operations earned $14.5 million , $13.4 million and $13.3 million of total revenues for the years ended December 31, 2016 , 2015 and 2014 , respectively. Long-lived assets held outside of the United States during each of these three years were not material. The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its segments based upon revenues and income before income taxes. Inter-segment revenues are eliminated. Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes any income and expenses not allocated to reportable segments and corporate-related items, including the intercompany interest expense charge to the reporting segment. Segment results for prior periods have been recast to reflect the current year segmental structure. Certain reclassifications have been made to the prior year amounts reported in this Annual Report on Form 10-K in order to conform to the current year presentation. For the year ended December 31, 2016 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 917,406 $ 448,516 $ 243,103 $ 156,365 $ 1,239 $ 1,766,629 Investment income $ 37 $ 628 $ 4 $ 283 $ 504 $ 1,456 Amortization $ 43,447 $ 27,920 $ 10,801 $ 4,485 $ 10 $ 86,663 Depreciation $ 6,191 $ 7,868 $ 1,975 $ 1,881 $ 3,088 $ 21,003 Interest expense $ 38,216 $ 45,738 $ 3,976 $ 4,950 $ (53,399 ) $ 39,481 Income before income taxes $ 188,001 $ 91,762 $ 62,623 $ 24,338 $ 56,775 $ 423,499 Total assets $ 3,854,393 $ 2,711,378 $ 1,108,829 $ 371,645 $ (2,758,902 ) $ 5,287,343 Capital expenditures $ 5,951 $ 6,977 $ 1,301 $ 656 $ 2,880 $ 17,765 For the year ended December 31, 2015 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 870,346 $ 428,734 $ 216,996 $ 145,365 $ (932 ) $ 1,660,509 Investment income $ 87 $ 210 $ 150 $ 42 $ 515 $ 1,004 Amortization $ 45,145 $ 28,479 $ 9,739 $ 4,019 $ 39 $ 87,421 Depreciation $ 6,558 $ 7,250 $ 2,142 $ 1,988 $ 2,952 $ 20,890 Interest expense $ 41,036 $ 55,705 $ 891 $ 5,970 $ (64,354 ) $ 39,248 Income before income taxes $ 181,938 $ 67,673 $ 64,708 $ 19,713 $ 68,527 $ 402,559 Total assets $ 3,507,476 $ 2,505,752 $ 895,782 $ 285,459 $ (2,189,990 ) $ 5,004,479 Capital expenditures $ 6,797 $ 6,001 $ 3,084 $ 1,088 $ 1,405 $ 18,375 For the year ended December 31, 2014 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 823,686 $ 404,239 $ 211,911 $ 136,558 $ (598 ) $ 1,575,796 Investment income $ 67 $ 164 $ 26 $ 3 $ 487 $ 747 Amortization $ 42,935 $ 25,129 $ 10,703 $ 4,135 $ 39 $ 82,941 Depreciation $ 6,449 $ 7,805 $ 2,470 $ 2,213 $ 1,958 $ 20,895 Interest expense $ 43,502 $ 49,663 $ 1,294 $ 7,678 $ (73,729 ) $ 28,408 Income before income taxes $ 157,491 $ 73,178 $ 8,276 $ 17,870 $ 82,934 $ 339,749 Total assets $ 3,229,484 $ 2,455,749 $ 857,804 $ 296,034 $ (1,892,511 ) $ 4,946,560 Capital expenditures $ 6,873 $ 14,133 $ 1,526 $ 1,210 $ 1,181 $ 24,923 |
Losses and Loss Adjustment Rese
Losses and Loss Adjustment Reserve | 12 Months Ended |
Dec. 31, 2016 | |
Reinsurance Disclosures [Abstract] | |
Losses and Loss Adjustment Reserve | Although the reinsurers are liable to the Company for amounts reinsured, our subsidiary, WNFIC remains primarily liable to its policyholders for the full amount of the policies written whether or not the reinsurers meet their obligations to the Company when they become due. The effects of reinsurance on premiums written and earned at December 31 are as follows: 2016 2015 (in thousands) Written Earned Written Earned Direct premiums $ 591,142 $ 592,123 $ 599,828 $ 610,753 Assumed premiums — — — 18 Ceded premiums 591,124 592,105 599,807 610,750 Net premiums $ 18 $ 18 $ 21 $ 21 All premiums written by WNFIC under the National Flood Insurance Program are 100% ceded to FEMA, for which WNFIC received a 30.9% expense allowance from January 1, 2016 through December 31, 2016. As of December 31, 2016 and 2015 , the Company ceded $589.5 million and $598.4 million of written premiums, respectively. Effective April 1, 2014, WNFIC is also a party to a quota share agreement whereby it cedes 100% of its gross excess flood premiums, excluding fees, to Arch Reinsurance Company and receives a 30.5% commission. WNFIC ceded $1.6 million and $1.4 million for the years ended December 31, 2016 and 2015 . No loss data exists on this agreement. WNFIC also ceded 100% , of the Homeowners, Private Passenger Auto Liability, and Other Liability Occurrence to Stillwater Insurance Company, formerly known as Fidelity National Insurance Company. This business is in runoff. Therefore, only loss data still exists on this business. As of December 31, 2016 , ceded unpaid losses and loss adjustment expenses for Homeowners, Private Passenger Auto Liability and Other Liability Occurrence was $5,262 , $0 and $95 , respectively. There was no incurred but not reported balance for Homeowners, Private Passenger Auto Liability and Other Liability Occurrence. As of December 31, 2016 the Consolidated Balance Sheet contained Reinsurance recoverable of $78.1 million and Prepaid reinsurance premiums of $308.7 million . As of December 31, 2015 the Consolidated Balance Sheet contained reinsurance recoverable of $32.0 million and prepaid reinsurance premiums of $309.6 million . There was no net activity in the reserve for losses and loss adjustment expense for the years ended December 31, 2016 and 2015 , as WNFIC’s direct premiums written were 100% ceded to two reinsurers. The balance of the reserve for losses and loss adjustment expense, excluding related reinsurance recoverable was $78.1 million as of December 31, 2016 and $32.0 million as of December 31, 2015 . |
Statutory Financial Information
Statutory Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Statutory Accounting Practices [Abstract] | |
Statutory Financial Information | Statutory Financial Information WNFIC maintains capital in excess of minimum statutory amount of $7.5 million as required by regulatory authorities. The statutory capital and surplus of WNFIC was $23.5 million as of December 31, 2016 and $15.1 million as of December 31, 2015 . As of December 31, 2016 and 2015 , WNFIC generated statutory net income of $8.2 million and $4.1 million , respectively. |
Subsidiary Dividend Restriction
Subsidiary Dividend Restrictions | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract] | |
Subsidiary Dividend Restrictions | Subsidiary Dividend Restrictions Under the insurance regulations of Texas, where WNFIC in incorporated, the maximum amount of ordinary dividends that WNFIC can pay to shareholders in a rolling twelve month period is limited to the greater of 10% of statutory adjusted capital and surplus as shown on WNFIC’s last annual statement on file with the superintendent of the Texas Department of Insurance or 100% of adjusted net income. There was no dividend payout in 2016 and the maximum dividend payout that may be made in 2017 without prior approval is $8.2 million . |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity On July 18, 2014, the Company’s Board of Directors authorized the repurchase of up to $200.0 million of its shares of common stock. This was in addition to the $25.0 million that was authorized in the first quarter and executed in the second quarter of 2014. On September 2, 2014, the Company entered into an accelerated share repurchase agreement (“ASR”) with an investment bank to purchase an aggregate $50.0 million of the Company’s common stock. The total number of shares purchased under the ASR of 1,539,760 was determined upon settlement of the final delivery and was based upon the Company’s volume weighted-average price per its common share over the ASR period less a discount. On March 5, 2015, the Company entered into an ASR with an investment bank to purchase an aggregate $100.0 million of the Company’s common stock. As part of the ASR, the Company received an initial delivery of 2,667,992 shares of the Company’s common stock with a fair market value of approximately $85.0 million . On August 6, 2015, the Company was notified by its investment bank that the March 5, 2015 ASR agreement between the Company and the investment bank had been completed in accordance with the terms of the agreement. The investment bank delivered to the Company an additional 391,637 shares of the Company’s common stock for a total of 3,059,629 shares repurchased under the agreement. The delivery of the remaining 391,637 shares occurred on August 11, 2015. At the conclusion of this contract the Company had authorization for $50.0 million of share repurchases under the original Board authorization. On July 20, 2015, the Company’s Board of Directors authorized the repurchase of up to an additional $400.0 million of the Company’s outstanding common stock. With this authorization, the Company had total available approval to repurchase up to $450.0 million , in the aggregate, of the Company’s outstanding common stock. On November 11, 2015, the Company entered into a third ASR with an investment bank to purchase an aggregate $75.0 million of the Company’s common stock. The Company received an initial delivery of 1,985,981 shares of the Company’s common stock with a fair market value of approximately $63.8 million . On January 6, 2016 this agreement was completed by the investment bank with the delivery of 363,209 shares of the Company’s common stock. After completion of this third ASR, the Company has approval to repurchase up to $375.0 million , in the aggregate, of the Company’s outstanding common stock. Between October 25, 2016 and November 4, 2016, the Company made share repurchases in the open market in total of 209,618 shares at a total cost of $7.7 million. After completing these open market share repurchases, the Company’s outstanding Board approved share repurchase authorization is $367.3 million. Under the authorization from the Company’s Board of Directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $100.0 million each (unless otherwise approved by the Board of Directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. |
Legal and Regulatory Proceeding
Legal and Regulatory Proceedings | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Regulatory Proceedings | Operating Leases Brown & Brown leases facilities and certain items of office equipment under non-cancelable operating lease arrangements expiring on various dates through 2042. The facility leases generally contain renewal options and escalation clauses based upon increases in the lessors’ operating expenses and other charges. Brown & Brown anticipates that most of these leases will be renewed or replaced upon expiration. At December 31, 2016 , the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows: (in thousands) 2017 $ 42,727 2018 39,505 2019 34,277 2020 29,393 2021 22,222 Thereafter 45,036 Total minimum future lease payments $ 213,160 Rental expense in 2016 , 2015 and 2014 for operating leases totaled $49.3 million , $46.0 million , and $49.0 million , respectively. Legal Proceedings The Company records losses for claims in excess of the limits of, or outside the coverage of, applicable insurance at the time and to the extent they are probable and estimable. In accordance with ASC Topic 450- Contingencies , the Company accrues anticipated costs of settlement, damages, losses for liability claims and, under certain conditions, costs of defense, based upon historical experience or to the extent specific losses are probable and estimable. Otherwise, the Company expenses these costs as incurred. If the best estimate of a probable loss is a range rather than a specific amount, the Company accrues the amount at the lower end of the range. The Company’s accruals for legal matters that were probable and estimable were not material at December 31, 2016 and 2015 . We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based upon the AM Best Company ratings of these third-party insurers, management does not believe there is a substantial risk of an insurer’s material non-performance related to any current insured claims. On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |
Average Annual Operating Profit Earned Period Maximum | 3 years |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts of Brown & Brown’s financial assets and liabilities, including cash and cash equivalents; restricted cash and short-term investments; investments; premiums, commissions and fees receivable; reinsurance recoverable; prepaid reinsurance premiums; premiums payable to insurance companies; losses and loss adjustment reserve; unearned premium; premium deposits and credits due customers and accounts payable, at December 31, 2016 and 2015 , approximate fair value because of the short-term maturity of these instruments. The carrying amount of Brown & Brown’s long-term debt approximates fair value at December 31, 2016 and 2015 as our fixed-rate borrowings of $598.8 million approximate their values using market quotes of notes with the similar terms as ours, which we deem a close approximation of current market rates. The estimated fair value of the $481.3 million remaining on the term loan under our Credit Facility (as defined below) approximates the carrying value due to the variable interest rate based upon adjusted LIBOR. See Note 2 to our Consolidated Financial Statements for the fair values related to the establishment of intangible assets and the establishment and adjustment of earn-out payables. See Note 5 for information on the fair value of investments and Note 8 for information on the fair value of long-term debt. |
Nature of Operations | Summary of Significant Accounting Policies Nature of Operations Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and services organization that markets and sells to its customers, insurance products and services, primarily in the property and casualty area. Brown & Brown’s business is divided into four reportable segments: the Retail Segment provides a broad range of insurance products and services to commercial, public entity, professional and individual customers; the National Programs Segment, acting 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 nationwide networks of independent agents, and Brown & Brown retail agents; the Wholesale Brokerage Segment markets and sells excess and surplus commercial insurance, primarily through independent agents and brokers, as well as Brown & Brown Retail offices; and the Services Segment 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 claims adjusting services. Recently Issued Accounting Pronouncements In November 2016, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows (Topic 230)”: Restricted Cash (“ASU 2016-18”), which requires that the Statement of Cash Flows explain the changes during the period of cash and cash equivalents inclusive of amounts categorized as Restricted Cash. As such, upon adoption, the Company’s Statement of Cash Flows will show the sources and uses of cash that explain the movement in the balance of cash and cash equivalents, inclusive of restricted cash, over the period presented. ASU 2016-18 is effective for periods beginning after December 15, 2017. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)": Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ("ASU 2016-15"), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. ASU 2016-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and early adoption is permitted. The Company has evaluated the impact of ASU 2016-15 and has determined the impact to be immaterial. The Company already presents cash paid on contingent consideration in business combination as prescribed by ASU 2016-15 and does not, at this time, engage in the other activities being addressed. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share Based Payment Accounting" ("ASU 2016-09"), which amends guidance issued in Accounting Standards Codification ("ASC") Topic 718, Compensation - Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company has evaluated the impact of adoption of the ASU on its Consolidated Financial Statements. The principal impact will be that the tax benefit or expense from stock compensation will be presented in the income tax line of the Statement of Income rather than the current presentation as a component of equity on the Balance Sheet. Also the tax benefit or expense will be presented as activity in Cash Flow from Operating Activity rather than the current presentation as Cash Flow from Financing Activity in the Statement of Cash Flows. The Company will also continue to estimate forfeitures of stock grants as allowed by ASU 2016-09. In March 2016, the FASB issued ASU 2016-08, "Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)" ("ASU 2016-08") to clarify certain aspects of the principal-versus-agent guidance included in the new revenue standard ASU 2014-09 "Revenue from Contracts with Customers" ("ASU 2014-09"). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. ASU 2016-08 is effective contemporaneous with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 is currently being evaluated along with ASU 2014-09. At this point in our evaluation the potential impact would be limited to the claims administering activities within our Services Segment and therefore not material to the Company. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company continues to evaluate the impact of this pronouncement with the principal impact being that the present value of the remaining lease payments be presented as a liability on the Balance Sheet as well as an asset of similar value representing the “Right of Use” for those leased properties. As detailed in Note 13, the undiscounted contractual cash payments remaining on leased properties is $213 million as of December 31, 2016. In November 2015, FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as a single non-current item on the balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted as of the beginning of any interim or annual reporting period. The Company plans to adopt ASU 2015-17 in the first quarter of 2017. This is not expected to have a material impact on our Consolidated Financial Statements other than reclassifying current deferred tax assets and liabilities to non-current in the balance sheet. In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. Specifically in situations where multiple performance obligations exist within the contract, the use of estimates is required to allocate the transaction price to each separate performance obligation. Historically 70% or more of the Company’s revenue is in the form of commissions paid by insurance carriers. Commission are earned upon the effective date of bound coverage and no significant performance obligation remains in those arrangements after coverage is bound. The Company is currently evaluating the approximately 30% of revenue earned in the form of fees against the requirements of this pronouncement. Fees are predominantly in our National Programs and Services Segments, and to a lesser extent in the large accounts business within our Retail Segment. At the conclusion of this evaluation it may be determined that fee revenue from certain agreements will be recognized in earlier periods under the new guidance in comparison to our current accounting policies and others will be recognized in later periods. Based upon the work completed to date, management does not expect the overall impact to be significant. ASU 2014-09 is effective for the Company beginning January 1, 2018, after FASB voted to delay the effective date by one year. At that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. We do not anticipate a material change in our internal control framework necessitated by the adoption of ASU 2014-09. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Brown & Brown, Inc. and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Consolidated Financial Statements. Segment results for prior periods have been recast to reflect the current year segmental structure. Certain reclassifications have been made to the prior year amounts reported in this Annual Report on Form 10-K in order to conform to the current year presentation. Revenue Recognition Commission revenues are recognized as of the effective date of the insurance policy or the date on which the policy premium is processed into our systems and invoiced to the customer, whichever is later. Commission revenues related to installment billings are recognized on the latter of effective or invoiced date, with the exception of our Arrowhead business which follows a policy of recognizing on the latter of effective or processed date into our systems, regardless of the billing arrangement. Management determines the policy cancellation reserve based upon historical cancellation experience adjusted for any known circumstances. Subsequent commission adjustments are recognized upon our receipt of notification from insurance companies concerning matters necessitating such adjustments. Profit-sharing contingent commissions are recognized when determinable, which is generally when such commissions are received from insurance companies, or when we receive formal notification of the amount of such payments. Fee revenues and commissions for workers’ compensation programs are recognized as services are rendered. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments with quoted market prices having maturities of three months or less when purchased. Restricted Cash and Investments, and Premiums, Commissions and Fees Receivable In our capacity as an insurance agent or broker, the Company typically collects premiums from insureds and, after deducting its authorized commissions, remits the net premiums to the appropriate insurance company or companies. Accordingly, as reported in the Consolidated Balance Sheets, “premiums” are receivable from insureds. Unremitted net insurance premiums are held in a fiduciary capacity until Brown & Brown disburses them. Where allowed by law, Brown & Brown invests these unremitted funds only in cash, money market accounts, tax-free variable-rate demand bonds and commercial paper held for a short term. In certain states in which Brown & Brown operates, the use and investment alternatives for these funds are regulated and restricted by various state laws and agencies. These restricted funds are reported as restricted cash and investments on the Consolidated Balance Sheets. The interest income earned on these unremitted funds, where allowed by state law, is reported as investment income in the Consolidated Statement of Income. In other circumstances, the insurance companies collect the premiums directly from the insureds and remit the applicable commissions to Brown & Brown. Accordingly, as reported in the Consolidated Balance Sheets, “commissions” are receivables from insurance companies. “Fees” are primarily receivables due from customers. Investments Certificates of deposit, and other securities, having maturities of more than three months when purchased are reported at cost and are adjusted for other-than-temporary market value declines. The Company’s investment holdings include U.S. Government securities, municipal bonds, domestic corporate and foreign corporate bonds as well as short-duration fixed income funds. Investments within the portfolio or funds are held as available for sale and are carried at their fair value. Any gain/loss applicable from the fair value change is recorded, net of tax, as other comprehensive income within the equity section of the Consolidated Balance Sheet. Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis. Fixed Assets Fixed assets, including leasehold improvements, are carried at cost, less accumulated depreciation and amortization. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income. Depreciation has been determined using the straight-line method over the estimated useful lives of the related assets, which range from three to 15 years. Leasehold improvements are amortized on the straight-line method over the shorter of the useful life of the improvement or the term of the related lease. Goodwill and Amortizable Intangible Assets All of our business combinations initiated after June 30, 2001 are accounted for using the aquisition method. Acquisition purchase prices are typically based upon a multiple of average annual operating profit earned over a three -year period within a minimum and maximum price range. The recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations are recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions contained in the respective purchase agreements. In determining fair value, the acquired business’ future performance is estimated using financial projections developed by management for the acquired business and this estimate reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These estimates are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Amortizable intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts and non-compete agreements. Purchased customer accounts and non-compete agreements are amortized on a straight-line basis over the related estimated lives and contract periods, which range from 3 to 15 years. Purchased customer accounts primarily consist of records and files that contain information about insurance policies and the related insured parties that are essential to policy renewals. The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and amortizable intangible assets is assigned to goodwill. While goodwill is not amortizable, it is subject to assessment at least annually, and more frequently in the presence of certain circumstances, for impairment by application of a fair value-based test. The Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. Fair value is estimated based upon multiples of earnings before interest, income taxes, depreciation, amortization and change in estimated acquisition earn-out payables (“EBITDAC”), or on a discounted cash flow basis. Brown & Brown completed its most recent annual assessment as of November 30, 2016 and determined that the fair value of goodwill exceeded the carrying value of such assets. In addition, as of December 31, 2016, there are no accumulated impairment losses. The carrying value of amortizable intangible assets attributable to each business or asset group comprising Brown & Brown is periodically reviewed by management to determine if there are events or changes in circumstances that would indicate that its carrying amount may not be recoverable. Accordingly, if there are any such changes in circumstances during the year, Brown & Brown assesses the carrying value of its amortizable intangible assets by considering the estimated future undiscounted cash flows generated by the corresponding business or asset group. Any impairment identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted. There were no impairments recorded for the years ended December 31, 2016, 2015 and 2014. Income Taxes Brown & Brown records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and the income tax bases of Brown & Brown’s assets and liabilities. Brown & Brown files a consolidated federal income tax return and has elected to file consolidated returns in certain states. Deferred income taxes are provided for in the Consolidated Financial Statements and relate principally to expenses charged to income for financial reporting purposes in one period and deducted for income tax purposes in other periods. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2016, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows (Topic 230)”: Restricted Cash (“ASU 2016-18”), which requires that the Statement of Cash Flows explain the changes during the period of cash and cash equivalents inclusive of amounts categorized as Restricted Cash. As such, upon adoption, the Company’s Statement of Cash Flows will show the sources and uses of cash that explain the movement in the balance of cash and cash equivalents, inclusive of restricted cash, over the period presented. ASU 2016-18 is effective for periods beginning after December 15, 2017. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)": Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ("ASU 2016-15"), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. ASU 2016-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and early adoption is permitted. The Company has evaluated the impact of ASU 2016-15 and has determined the impact to be immaterial. The Company already presents cash paid on contingent consideration in business combination as prescribed by ASU 2016-15 and does not, at this time, engage in the other activities being addressed. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share Based Payment Accounting" ("ASU 2016-09"), which amends guidance issued in Accounting Standards Codification ("ASC") Topic 718, Compensation - Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company has evaluated the impact of adoption of the ASU on its Consolidated Financial Statements. The principal impact will be that the tax benefit or expense from stock compensation will be presented in the income tax line of the Statement of Income rather than the current presentation as a component of equity on the Balance Sheet. Also the tax benefit or expense will be presented as activity in Cash Flow from Operating Activity rather than the current presentation as Cash Flow from Financing Activity in the Statement of Cash Flows. The Company will also continue to estimate forfeitures of stock grants as allowed by ASU 2016-09. In March 2016, the FASB issued ASU 2016-08, "Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)" ("ASU 2016-08") to clarify certain aspects of the principal-versus-agent guidance included in the new revenue standard ASU 2014-09 "Revenue from Contracts with Customers" ("ASU 2014-09"). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. ASU 2016-08 is effective contemporaneous with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 is currently being evaluated along with ASU 2014-09. At this point in our evaluation the potential impact would be limited to the claims administering activities within our Services Segment and therefore not material to the Company. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company continues to evaluate the impact of this pronouncement with the principal impact being that the present value of the remaining lease payments be presented as a liability on the Balance Sheet as well as an asset of similar value representing the “Right of Use” for those leased properties. As detailed in Note 13, the undiscounted contractual cash payments remaining on leased properties is $213 million as of December 31, 2016. In November 2015, FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as a single non-current item on the balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted as of the beginning of any interim or annual reporting period. The Company plans to adopt ASU 2015-17 in the first quarter of 2017. This is not expected to have a material impact on our Consolidated Financial Statements other than reclassifying current deferred tax assets and liabilities to non-current in the balance sheet. In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. Specifically in situations where multiple performance obligations exist within the contract, the use of estimates is required to allocate the transaction price to each separate performance obligation. Historically 70% or more of the Company’s revenue is in the form of commissions paid by insurance carriers. Commission are earned upon the effective date of bound coverage and no significant performance obligation remains in those arrangements after coverage is bound. The Company is currently evaluating the approximately 30% of revenue earned in the form of fees against the requirements of this pronouncement. Fees are predominantly in our National Programs and Services Segments, and to a lesser extent in the large accounts business within our Retail Segment. At the conclusion of this evaluation it may be determined that fee revenue from certain agreements will be recognized in earlier periods under the new guidance in comparison to our current accounting policies and others will be recognized in later periods. Based upon the work completed to date, management does not expect the overall impact to be significant. ASU 2014-09 is effective for the Company beginning January 1, 2018, after FASB voted to delay the effective date by one year. At that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. We do not anticipate a material change in our internal control framework necessitated by the adoption of ASU 2014-09. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Brown & Brown, Inc. and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Consolidated Financial Statements. Segment results for prior periods have been recast to reflect the current year segmental structure. Certain reclassifications have been made to the prior year amounts reported in this Annual Report on Form 10-K in order to conform to the current year presentation. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Commission revenues are recognized as of the effective date of the insurance policy or the date on which the policy premium is processed into our systems and invoiced to the customer, whichever is later. Commission revenues related to installment billings are recognized on the latter of effective or invoiced date, with the exception of our Arrowhead business which follows a policy of recognizing on the latter of effective or processed date into our systems, regardless of the billing arrangement. Management determines the policy cancellation reserve based upon historical cancellation experience adjusted for any known circumstances. Subsequent commission adjustments are recognized upon our receipt of notification from insurance companies concerning matters necessitating such adjustments. Profit-sharing contingent commissions are recognized when determinable, which is generally when such commissions are received from insurance companies, or when we receive formal notification of the amount of such payments. Fee revenues and commissions for workers’ compensation programs are recognized as services are rendered. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments with quoted market prices having maturities of three months or less when purchased. |
Restricted Cash and Investments Premiums Commissions and Fees Receivable Policy [Text Block] | Restricted Cash and Investments, and Premiums, Commissions and Fees Receivable In our capacity as an insurance agent or broker, the Company typically collects premiums from insureds and, after deducting its authorized commissions, remits the net premiums to the appropriate insurance company or companies. Accordingly, as reported in the Consolidated Balance Sheets, “premiums” are receivable from insureds. Unremitted net insurance premiums are held in a fiduciary capacity until Brown & Brown disburses them. Where allowed by law, Brown & Brown invests these unremitted funds only in cash, money market accounts, tax-free variable-rate demand bonds and commercial paper held for a short term. In certain states in which Brown & Brown operates, the use and investment alternatives for these funds are regulated and restricted by various state laws and agencies. These restricted funds are reported as restricted cash and investments on the Consolidated Balance Sheets. The interest income earned on these unremitted funds, where allowed by state law, is reported as investment income in the Consolidated Statement of Income. In other circumstances, the insurance companies collect the premiums directly from the insureds and remit the applicable commissions to Brown & Brown. Accordingly, as reported in the Consolidated Balance Sheets, “commissions” are receivables from insurance companies. “Fees” are primarily receivables due from customers. |
Investment, Policy [Policy Text Block] | Investments Certificates of deposit, and other securities, having maturities of more than three months when purchased are reported at cost and are adjusted for other-than-temporary market value declines. The Company’s investment holdings include U.S. Government securities, municipal bonds, domestic corporate and foreign corporate bonds as well as short-duration fixed income funds. Investments within the portfolio or funds are held as available for sale and are carried at their fair value. Any gain/loss applicable from the fair value change is recorded, net of tax, as other comprehensive income within the equity section of the Consolidated Balance Sheet. |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed Assets Fixed assets, including leasehold improvements, are carried at cost, less accumulated depreciation and amortization. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income. Depreciation has been determined using the straight-line method over the estimated useful lives of the related assets, which range from three to 15 years. Leasehold improvements are amortized on the straight-line method over the shorter of the useful life of the improvement or the term of the related lease. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Goodwill and Amortizable Intangible Assets All of our business combinations initiated after June 30, 2001 are accounted for using the aquisition method. Acquisition purchase prices are typically based upon a multiple of average annual operating profit earned over a three -year period within a minimum and maximum price range. The recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations are recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions contained in the respective purchase agreements. In determining fair value, the acquired business’ future performance is estimated using financial projections developed by management for the acquired business and this estimate reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These estimates are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Amortizable intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts and non-compete agreements. Purchased customer accounts and non-compete agreements are amortized on a straight-line basis over the related estimated lives and contract periods, which range from 3 to 15 years. Purchased customer accounts primarily consist of records and files that contain information about insurance policies and the related insured parties that are essential to policy renewals. The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and amortizable intangible assets is assigned to goodwill. While goodwill is not amortizable, it is subject to assessment at least annually, and more frequently in the presence of certain circumstances, for impairment by application of a fair value-based test. The Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. Fair value is estimated based upon multiples of earnings before interest, income taxes, depreciation, amortization and change in estimated acquisition earn-out payables (“EBITDAC”), or on a discounted cash flow basis. Brown & Brown completed its most recent annual assessment as of November 30, 2016 and determined that the fair value of goodwill exceeded the carrying value of such assets. In addition, as of December 31, 2016, there are no accumulated impairment losses. The carrying value of amortizable intangible assets attributable to each business or asset group comprising Brown & Brown is periodically reviewed by management to determine if there are events or changes in circumstances that would indicate that its carrying amount may not be recoverable. Accordingly, if there are any such changes in circumstances during the year, Brown & Brown assesses the carrying value of its amortizable intangible assets by considering the estimated future undiscounted cash flows generated by the corresponding business or asset group. Any impairment identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted. There were no impairments recorded for the years ended December 31, 2016, 2015 and 2014. |
Income Tax, Policy [Policy Text Block] | Income Taxes Brown & Brown records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and the income tax bases of Brown & Brown’s assets and liabilities. Brown & Brown files a consolidated federal income tax return and has elected to file consolidated returns in certain states. Deferred income taxes are provided for in the Consolidated Financial Statements and relate principally to expenses charged to income for financial reporting purposes in one period and deducted for income tax purposes in other periods. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company granted stock options and grants non-vested stock awards to its employees, officers and directors. The Company uses the modified-prospective method to account for share-based payments. Under the modified-prospective method, compensation cost is recognized for all share-based payments granted on or after January 1, 2006 and for all awards granted to employees prior to January 1, 2006 that remained unvested on that date. The Company uses the alternative-transition method to account for the income tax effects of payments made related to stock-based compensation. The Company uses the Black-Scholes valuation model for valuing all stock options and shares purchased under the Employee Stock Purchase Plan (the “ESPP”). Compensation for non-vested stock awards is measured at fair value on the grant date based upon the number of shares expected to vest. Compensation cost for all awards is recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period |
Reinsurance Accounting Policy [Policy Text Block] | Reinsurance The Company protects itself from claims-related losses by reinsuring all claims risk exposure. The only line of insurance the Company underwrites is flood insurance associated with the Wright National Flood Insurance Company (“WNFIC”), which is part of our National Programs Segment. However, all exposure is reinsured with the Federal Emergency Management Agency (“FEMA”) for basic admitted policies conforming to the National Flood Insurance Program. For excess flood insurance policies, all exposure is reinsured with a reinsurance carrier with an AM Best Company rating of “A” or better. Reinsurance does not legally discharge the ceding insurer from the primary liability for the full amount due under the reinsured policies. Reinsurance premiums, commissions, expense reimbursement and reserves related to ceded business are accounted for on a basis consistent with the accounting for the original policies issued and the terms of reinsurance contracts. Premiums earned and losses and loss adjustment expenses incurred are reported net of reinsurance amounts. Other underwriting expenses are shown net of earned ceding commission income. The liabilities for unpaid losses and loss adjustment expenses and unearned premiums are reported gross of ceded reinsurance recoverable. Balances due from reinsurers on unpaid losses and loss adjustment expenses, including an estimate of such recoverables related to reserves for incurred but not reported (“IBNR”) losses, are reported as assets and are included in reinsurance recoverable even though amounts due on unpaid loss and loss adjustment expense are not recoverable from the reinsurer until such losses are paid. The Company does not believe it is exposed to any material credit risk through its reinsurance as the reinsurer is FEMA for basic admitted flood policies and a national reinsurance carrier for excess flood policies, which has an AM Best Company rating of “A” or better. Historically, no amounts due from reinsurance carriers have been written off as uncollectible. |
Unpaid Policy Claims and Claims Adjustment Expense, Policy [Policy Text Block] | Unpaid Losses and Loss Adjustment Reserve Unpaid losses and loss adjustment reserve include amounts determined on individual claims and other estimates based upon the past experience of WNFIC and the policyholders for IBNR claims, less anticipated salvage and subrogation recoverable. The methods of making such estimates and for establishing the resulting reserves are continually reviewed and updated, and any adjustments resulting therefrom are reflected in operations currently. WNFIC engages the services of outside actuarial consulting firms (the “Actuaries”) to assist on an annual basis to render an opinion on the sufficiency of the Company’s estimates for unpaid losses and related loss adjustment reserve. The Actuaries utilize both industry experience and the Company’s own experience to develop estimates of those amounts as of year-end. These estimated liabilities are subject to the impact of future changes in claim severity, frequency and other factors. In spite of the variability inherent in such estimates, management believes that the liabilities for unpaid losses and related loss adjustment reserve is adequate. |
Insurance Premiums Revenue Recognition, Policy [Policy Text Block] | Premiums Premiums are recognized as income over the coverage period of the related policies. Unearned premiums represent the portion of premiums written that relate to the unexpired terms of the policies in force and are determined on a daily pro rata basis. The income is recorded to the commissions and fees line of the income statement. |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Nature of Operations (Policies)
Nature of Operations (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and services organization that markets and sells to its customers, insurance products and services, primarily in the property and casualty area. Brown & Brown’s business is divided into four reportable segments: the Retail Segment provides a broad range of insurance products and services to commercial, public entity, professional and individual customers; the National Programs Segment, acting 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 nationwide networks of independent agents, and Brown & Brown retail agents; the Wholesale Brokerage Segment markets and sells excess and surplus commercial insurance, primarily through independent agents and brokers, as well as Brown & Brown Retail offices; and the Services Segment 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 claims adjusting services. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2016, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-18, “Statement of Cash Flows (Topic 230)”: Restricted Cash (“ASU 2016-18”), which requires that the Statement of Cash Flows explain the changes during the period of cash and cash equivalents inclusive of amounts categorized as Restricted Cash. As such, upon adoption, the Company’s Statement of Cash Flows will show the sources and uses of cash that explain the movement in the balance of cash and cash equivalents, inclusive of restricted cash, over the period presented. ASU 2016-18 is effective for periods beginning after December 15, 2017. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)": Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ("ASU 2016-15"), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. ASU 2016-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and early adoption is permitted. The Company has evaluated the impact of ASU 2016-15 and has determined the impact to be immaterial. The Company already presents cash paid on contingent consideration in business combination as prescribed by ASU 2016-15 and does not, at this time, engage in the other activities being addressed. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share Based Payment Accounting" ("ASU 2016-09"), which amends guidance issued in Accounting Standards Codification ("ASC") Topic 718, Compensation - Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company has evaluated the impact of adoption of the ASU on its Consolidated Financial Statements. The principal impact will be that the tax benefit or expense from stock compensation will be presented in the income tax line of the Statement of Income rather than the current presentation as a component of equity on the Balance Sheet. Also the tax benefit or expense will be presented as activity in Cash Flow from Operating Activity rather than the current presentation as Cash Flow from Financing Activity in the Statement of Cash Flows. The Company will also continue to estimate forfeitures of stock grants as allowed by ASU 2016-09. In March 2016, the FASB issued ASU 2016-08, "Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)" ("ASU 2016-08") to clarify certain aspects of the principal-versus-agent guidance included in the new revenue standard ASU 2014-09 "Revenue from Contracts with Customers" ("ASU 2014-09"). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. ASU 2016-08 is effective contemporaneous with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 is currently being evaluated along with ASU 2014-09. At this point in our evaluation the potential impact would be limited to the claims administering activities within our Services Segment and therefore not material to the Company. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company continues to evaluate the impact of this pronouncement with the principal impact being that the present value of the remaining lease payments be presented as a liability on the Balance Sheet as well as an asset of similar value representing the “Right of Use” for those leased properties. As detailed in Note 13, the undiscounted contractual cash payments remaining on leased properties is $213 million as of December 31, 2016. In November 2015, FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as a single non-current item on the balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted as of the beginning of any interim or annual reporting period. The Company plans to adopt ASU 2015-17 in the first quarter of 2017. This is not expected to have a material impact on our Consolidated Financial Statements other than reclassifying current deferred tax assets and liabilities to non-current in the balance sheet. In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. Specifically in situations where multiple performance obligations exist within the contract, the use of estimates is required to allocate the transaction price to each separate performance obligation. Historically 70% or more of the Company’s revenue is in the form of commissions paid by insurance carriers. Commission are earned upon the effective date of bound coverage and no significant performance obligation remains in those arrangements after coverage is bound. The Company is currently evaluating the approximately 30% of revenue earned in the form of fees against the requirements of this pronouncement. Fees are predominantly in our National Programs and Services Segments, and to a lesser extent in the large accounts business within our Retail Segment. At the conclusion of this evaluation it may be determined that fee revenue from certain agreements will be recognized in earlier periods under the new guidance in comparison to our current accounting policies and others will be recognized in later periods. Based upon the work completed to date, management does not expect the overall impact to be significant. ASU 2014-09 is effective for the Company beginning January 1, 2018, after FASB voted to delay the effective date by one year. At that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. We do not anticipate a material change in our internal control framework necessitated by the adoption of ASU 2014-09. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation between Basic and Diluted Weighted Average Shares Outstanding | The following is a reconciliation between basic and diluted weighted-average shares outstanding for the years ended December 31 : (in thousands, except per share data) 2016 2015 2014 Net income $ 257,491 $ 243,318 $ 206,896 Net income attributable to unvested awarded performance stock (6,705 ) (5,695 ) (5,186 ) Net income attributable to common shares $ 250,786 $ 237,623 $ 201,710 Weighted-average number of common shares outstanding – basic 139,779 141,113 144,568 Less unvested awarded performance stock included in weighted-average number of common shares outstanding – basic (3,640 ) (3,303 ) (3,624 ) Weighted-average number of common shares outstanding for basic earnings per common share 136,139 137,810 140,944 Dilutive effect of stock options 1,665 2,302 1,947 Weighted-average number of shares outstanding – diluted 137,804 140,112 142,891 Net income per share: Basic $ 1.84 $ 1.72 $ 1.43 Diluted $ 1.82 $ 1.70 $ 1.41 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | |||
Purchase price allocation for current year acquisitions and adjustments made for prior year acquisitions | The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions: (in thousands) Name Business Effective Cash Note Payable Other Recorded Net Assets Maximum Social Security Advocates for the Disabled LLC (SSAD) Services February 1, 2016 $ 32,526 $ 492 $ — $ 971 $ 33,989 $ 3,500 Morstan General Agency, Inc. (Morstan) Wholesale Brokerage June 1, 2016 66,050 — 10,200 3,091 79,341 5,000 Other Various Various 26,140 — 464 400 27,004 7,785 Total $ 124,716 $ 492 $ 10,664 $ 4,462 $ 140,334 $ 16,285 | The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions: (in thousands) Name Business Segment Effective Date of Acquisition Cash Paid Other Payable Recorded Earn-Out Payable Net Assets Acquired Maximum Potential Earn- Out Payable Liberty Insurance Brokers, Inc. and Affiliates (Liberty) Retail February 1, 2015 $ 12,000 $ — $ 2,981 $ 14,981 $ 3,750 Spain Agency, Inc. (Spain) Retail March 1, 2015 20,706 — 2,617 23,323 9,162 Bellingham Underwriters, Inc. (Bellingham) National Programs May 1, 2015 9,007 500 3,322 12,829 4,400 Fitness Insurance, LLC (Fitness) Retail June 1, 2015 9,455 — 2,379 11,834 3,500 Strategic Benefit Advisors, Inc. (SBA) Retail June 1, 2015 49,600 400 13,587 63,587 26,000 Bentrust Financial, Inc. (Bentrust) Retail December 1, 2015 10,142 391 319 10,852 2,200 MBA Insurance Agency of Arizona, Inc. (MBA) Retail December 1, 2015 68 8,442 6,063 14,573 9,500 Smith Insurance, Inc. (Smith) Retail December 1, 2015 12,096 200 1,047 13,343 6,350 Other Various Various 12,926 95 4,584 17,605 8,212 Total $ 136,000 $ 10,028 $ 36,899 $ 182,927 $ 73,074 | The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustment made during the measurement period for prior year acquisitions: (in thousands) Name Business Segment Effective Date of Acquisition Cash Paid Other Payable Recorded Earn-Out Payable Net Assets Acquired Maximum Potential Earn- Out Payable The Wright Insurance Group, LLC (Wright) National Programs May 1, 2014 $ 609,183 $ 1,471 $ — $ 610,654 $ — Pacific Resources Benefits Advisors, LLC (PacRes) Retail May 1, 2014 90,000 — 27,452 117,452 35,000 Axia Strategies, Inc (Axia) Wholesale Brokerage May 1, 2014 9,870 — 1,824 11,694 5,200 Other Various Various 12,798 433 3,953 17,184 9,262 Total $ 721,851 $ 1,904 $ 33,229 $ 756,984 $ 49,462 |
Estimated fair values of aggregate assets and liabilities acquired | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) SSAD Morstan Other Total Cash $ 2,094 $ — $ — $ 2,094 Other current assets 1,042 2,482 1,555 5,079 Fixed assets 307 300 77 684 Goodwill 22,352 51,454 19,570 93,376 Purchased customer accounts 13,069 26,481 11,075 50,625 Non-compete agreements 72 39 117 228 Other assets — — 20 20 Total assets acquired 38,936 80,756 32,414 152,106 Other current liabilities (1,717 ) (1,415 ) (5,410 ) (8,542 ) Deferred income tax, net (3,230 ) — — (3,230 ) Total liabilities assumed (4,947 ) (1,415 ) (5,410 ) (11,772 ) Net assets acquired $ 33,989 $ 79,341 $ 27,004 $ 140,334 | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. The data included in the ‘Other’ column shows a negative adjustment for purchased customer accounts. This is driven mainly by the final valuation adjustment for the acquisition of Wright. (in thousands) Liberty Spain Bellingham Fitness SBA Bentrust MBA Smith Other Total Other current assets $ 2,486 $ 324 $ — $ 9 $ 652 $ — $ — $ — $ 169 $ 3,640 Fixed assets 40 50 25 17 41 36 33 73 59 374 Goodwill 10,010 15,748 9,608 8,105 39,859 8,166 13,471 10,374 21,040 136,381 Purchased customer accounts 4,506 7,430 3,223 3,715 23,000 2,789 7,338 3,526 (2,135 ) 53,392 Non-compete agreements 24 21 21 — 21 43 11 31 156 328 Other assets — — — — 14 — — — — 14 Total assets acquired 17,066 23,573 12,877 11,846 63,587 11,034 20,853 14,004 19,289 194,129 Other current liabilities (42 ) (250 ) (48 ) (12 ) — (182 ) (6,280 ) (504 ) (4,895 ) (12,213 ) Deferred income tax, net — — — — — — — — 2,576 2,576 Other liabilities (2,043 ) — — — — — — (157 ) 635 (1,565 ) Total liabilities assumed (2,085 ) (250 ) (48 ) (12 ) — (182 ) (6,280 ) (661 ) (1,684 ) (11,202 ) Net assets acquired $ 14,981 $ 23,323 $ 12,829 $ 11,834 $ 63,587 $ 10,852 $ 14,573 $ 13,343 $ 17,605 $ 182,927 | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) Wright PacRes Axia Other Total Cash $ 25,365 $ — $ — $ — $ 25,365 Other current assets 16,474 3,647 101 742 20,964 Fixed assets 7,172 53 24 1,724 8,973 Reinsurance recoverable 25,238 — — — 25,238 Prepaid reinsurance premiums 289,013 — — — 289,013 Goodwill 420,209 76,023 7,276 10,417 513,925 Purchased customer accounts 213,677 38,111 4,252 4,384 260,424 Non-compete agreements 966 21 41 166 1,194 Other assets 20,045 — — — 20,045 Total assets acquired 1,018,159 117,855 11,694 17,433 1,165,141 Other current liabilities (14,322 ) (403 ) — (249 ) (14,974 ) Losses and loss adjustment reserve (25,238 ) — — — (25,238 ) Unearned premiums (289,013 ) — — — (289,013 ) Deferred income tax, net (46,566 ) — — — (46,566 ) Other liabilities (32,366 ) — — — (32,366 ) Total liabilities assumed (407,505 ) (403 ) — (249 ) (408,157 ) Net assets acquired $ 610,654 $ 117,452 $ 11,694 $ 17,184 $ 756,984 |
Unaudited pro forma results | These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) For the Year Ended December 31, (in thousands, except per share data) 2016 2015 Total revenues $ 1,789,790 $ 1,716,592 Income before income taxes $ 428,194 $ 414,911 Net income $ 260,346 $ 250,783 Net income per share: Basic $ 1.86 $ 1.78 Diluted $ 1.84 $ 1.75 weighted-average number of shares outstanding: Basic 136,139 137,810 Diluted 137,804 140,112 | These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) For the Year Ended December 31, (in thousands, except per share data) 2015 2014 Total revenues $ 1,688,297 $ 1,630,992 Income before income taxes $ 411,497 $ 356,426 Net income $ 248,720 $ 217,053 Net income per share: Basic $ 1.76 $ 1.50 Diluted $ 1.73 $ 1.48 weighted-average number of shares outstanding: Basic 137,810 140,944 Diluted 140,112 142,891 These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) For the Year Ended December 31, (in thousands, except per share data) 2014 2013 Total revenues $ 1,630,162 $ 1,520,858 Income before income taxes $ 358,229 $ 409,522 Net income $ 218,150 $ 248,628 Net income per share: Basic $ 1.51 $ 1.72 Diluted $ 1.49 $ 1.70 Weighted-average number of shares outstanding: Basic 140,944 141,033 Diluted 142,891 142,624 | |
Schedule Of Business Acquisition Estimated Earn Out Payables Table [Text Block] | The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, 2016 , 2015 and 2014 were as follows: For the Year Ended December 31, (in thousands) 2016 2015 2014 Balance as of the beginning of the period $ 78,387 $ 75,283 $ 43,058 Additions to estimated acquisition earn-out payables 4,462 36,899 34,356 Payments for estimated acquisition earn-out payables (28,213 ) (36,798 ) (12,069 ) Subtotal 54,636 75,384 65,345 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables 6,338 13 7,375 Interest expense accretion 2,847 2,990 2,563 Net change in earnings from estimated acquisition earn-out payables 9,185 3,003 9,938 Balance as of December 31, $ 63,821 $ 78,387 $ 75,283 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Value of Goodwill by Operating Segment | The changes in the carrying value of goodwill by reportable segment for the years ended December 31, are as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Total Balance as of January 1, 2015 $ 1,231,869 $ 886,095 $ 222,356 $ 120,291 $ 2,460,611 Goodwill of acquired businesses 113,767 18,009 4,605 — 136,381 Goodwill disposed of relating to sales of businesses — (2,238 ) — (8,071 ) (10,309 ) Balance as of December 31, 2015 $ 1,345,636 $ 901,866 $ 226,961 $ 112,220 $ 2,586,683 Goodwill of acquired businesses 13,117 (1 ) 57,908 22,352 93,376 Goodwill of transferred businesses 571 (571 ) — — — Goodwill disposed of relating to sales of businesses (4,657 ) — — — (4,657 ) Balance as of December 31, 2016 $ 1,354,667 $ 901,294 $ 284,869 $ 134,572 $ 2,675,402 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | Amortizable intangible assets at December 31, 2016 and 2015 consisted of the following: December 31, 2016 December 31, 2015 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Life in Years (1) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Life in Years (1) Purchased customer accounts $ 1,447,680 $ (741,770 ) $ 705,910 15.0 $ 1,398,986 $ (656,799 ) $ 742,187 15.0 Non-compete agreements 29,668 (28,124 ) 1,544 6.8 29,440 (26,947 ) 2,493 6.8 Total $ 1,477,348 $ (769,894 ) $ 707,454 $ 1,428,426 $ (683,746 ) $ 744,680 (1) Weighted-average life calculated as of the date of acquisition. |
Investments (Tables)
Investments (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of Investments in Fixed Maturity Securities | At December 31, 2016 , the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 26,280 $ 11 $ (59 ) $ 26,232 Corporate debt 2,358 13 (1 ) 2,370 Total $ 28,638 $ 24 $ (60 ) $ 28,602 At December 31, 2016 , the Company held $26.28 million in fixed income securities composed of U.S Treasury securities, securities issued by U.S. Government agencies and Municipalities, and $2.4 million issued by corporations with investment grade ratings. Of the total, $5.6 million is classified as short-term investments on the Consolidated Balance Sheet as maturities are less than one year in duration. Additionally, the Company holds $9.5 million in short-term investments which are related to time deposits held with various financial institutions. | At December 31, 2015 , the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 11,876 $ 6 $ (26 ) $ 11,856 Foreign government 50 — — 50 Corporate debt 4,505 7 (16 ) 4,496 Short duration fixed income fund 1,663 27 — 1,690 Total $ 18,094 $ 40 $ (42 ) $ 18,092 |
Summary of Unrealized Loss Position | he following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2016 : (in thousands) Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 14,663 $ (59 ) $ — $ — $ 14,663 $ (59 ) Foreign Government — — — — — — Corporate debt 1,001 (1 ) — — 1,001 (1 ) Total $ 15,664 $ (60 ) $ — $ — $ 15,664 $ (60 ) | The following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2015 : (in thousands) Less than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipals $ 8,998 $ (26 ) $ — $ — $ 8,998 $ (26 ) Foreign Government 50 — — — 50 — Corporate debt 2,731 (14 ) 284 (2 ) 3,015 (16 ) Total $ 11,779 $ (40 ) $ 284 $ (2 ) $ 12,063 $ (42 ) |
Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity | The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2016 by contractual maturity are set forth below: (in thousands) Amortized Cost Fair Value Years to maturity: Due in one year or less $ 5,551 $ 5,554 Due after one year through five years 22,757 22,708 Due after five years through ten years 330 340 Total $ 28,638 $ 28,602 The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2015 by contractual maturity are set forth below: (in thousands) Amortized Cost Fair Value Years to maturity: Due in one year or less $ 5,726 $ 5,722 Due after one year through five years 12,038 12,041 Due after five years through ten years 330 329 Total $ 18,094 $ 18,092 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets at December 31 consisted of the following: (in thousands) 2016 2015 Furniture, fixtures and equipment $ 177,823 $ 169,682 Leasehold improvements 33,137 32,132 Land, buildings and improvements 3,375 3,370 Total cost 214,335 205,184 Less accumulated depreciation and amortization (138,528 ) (123,431 ) Total $ 75,807 $ 81,753 Depreciation and amortization expense for fixed assets amounted to $21.0 million in 2016 , $20.9 million in 2015 , and $20.9 million in 2014 . |
Accrued Expenses (Tables)
Accrued Expenses (Tables) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Payables and Accruals [Abstract] | ||
Other Current Liabilities [Table Text Block] | $ 29,103 | $ 31,274 |
Accrued expenses and other liabilities | 201,989 | 192,067 |
Interest Payable, Current | 6,441 | 6,375 |
Reserve for policy cancellations | 9,567 | 9,617 |
Accrued Rent and Vendor Expenses | 28,669 | 29,225 |
Accrued Employee Benefits, Current | 45,771 | 39,366 |
Accrued Bonuses | $ 82,438 | $ 76,210 |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities at December 31 consisted of the following: (in thousands) 2016 2015 Accrued bonuses $ 82,438 $ 76,210 Accrued compensation and benefits 45,771 39,366 Accrued rent and vendor expenses 28,669 29,225 Reserve for policy cancellations 9,567 9,617 Accrued interest 6,441 6,375 Other 29,103 31,274 Total $ 201,989 $ 192,067 | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other liabilities at December 31 consisted of the following: (in thousands) 2016 2015 Accrued bonuses $ 82,438 $ 76,210 Accrued compensation and benefits 45,771 39,366 Accrued rent and vendor expenses 28,669 29,225 Reserve for policy cancellations 9,567 9,617 Accrued interest 6,441 6,375 Other 29,103 31,274 Total $ 201,989 $ 192,067 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Instrument | Long-term debt at December 31, 2016 and 2015 consisted of the following: (in thousands) December 31, 2016 December 31, 2015 Current portion of long-term debt: Current portion of 5-year term loan facility expires 2019 $ 55,000 $ 48,125 5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016 — 25,000 Short-term promissory note 500 — Total current portion of long-term debt 55,500 73,125 Long-term debt: Note agreements: 4.500% senior notes, Series E, quarterly interest payments, balloon due 2018 100,000 100,000 4.200% senior notes, semi-annual interest payments, balloon due 2024 498,785 498,628 Total notes 598,785 598,628 Credit agreements: 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires May 20, 2019 426,250 481,250 5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires May 20, 2019 — — Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.400% and availability fee up to 0.250%, expires December 31, 2016 — — Total credit agreements 426,250 481,250 Debt issuance costs (contra) (6,663 ) (8,260 ) Total long-term debt less unamortized discount and debt issuance costs 1,018,372 1,071,618 Current portion of long-term debt 55,500 73,125 Total debt $ 1,073,872 $ 1,144,743 |
Income Taxes (Tables)
Income Taxes (Tables) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||
Significant Components of Current Deferred Tax Assets | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes. Significant components of Brown & Brown’s current deferred tax assets as of December 31 are as follows: (in thousands) 2016 2015 Current deferred tax assets: Deferred profit-sharing contingent commissions $ 10,567 $ 9,767 Net operating loss carryforwards 10 10 Accruals and reserves 14,032 14,858 Total current deferred tax assets $ 24,609 $ 24,635 | ||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of Brown & Brown’s non-current deferred tax liabilities and assets as of December 31 are as follows: (in thousands) 2016 2015 Non-current deferred tax liabilities: Fixed assets $ 6,425 $ 8,585 Net unrealized holding (loss)/gain on available-for-sale securities (12 ) (9 ) Intangible assets 422,478 393,251 Total non-current deferred tax liabilities 428,891 401,827 Non-current deferred tax assets: Deferred compensation 44,912 38,966 Net operating loss carryforwards 2,384 2,518 Valuation allowance for deferred tax assets (700 ) (606 ) Total non-current deferred tax assets 46,596 40,878 Net non-current deferred tax liability $ 382,295 $ 360,949 | ||
Income Tax Disclosure [Text Block] | Income Taxes Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) 2016 2015 2014 Current: Federal $ 126,145 $ 118,490 $ 109,893 State 21,110 17,625 15,482 Foreign 590 430 109 Total current provision 147,845 136,545 125,484 Deferred: Federal 15,551 18,416 5,987 State 2,612 4,280 1,440 Foreign — — (58 ) Total deferred provision 18,163 22,696 7,369 Total tax provision $ 166,008 $ 159,241 $ 132,853 A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows: 2016 2015 2014 Federal statutory tax rate 35.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 3.9 3.9 3.3 Non-deductible employee stock purchase plan expense 0.3 0.3 0.3 Non-deductible meals and entertainment 0.3 0.3 0.4 Other, net (0.3) 0.1 0.1 Effective tax rate 39.2% 39.6% 39.1% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes. Significant components of Brown & Brown’s current deferred tax assets as of December 31 are as follows: (in thousands) 2016 2015 Current deferred tax assets: Deferred profit-sharing contingent commissions $ 10,567 $ 9,767 Net operating loss carryforwards 10 10 Accruals and reserves 14,032 14,858 Total current deferred tax assets $ 24,609 $ 24,635 Significant components of Brown & Brown’s non-current deferred tax liabilities and assets as of December 31 are as follows: (in thousands) 2016 2015 Non-current deferred tax liabilities: Fixed assets $ 6,425 $ 8,585 Net unrealized holding (loss)/gain on available-for-sale securities (12 ) (9 ) Intangible assets 422,478 393,251 Total non-current deferred tax liabilities 428,891 401,827 Non-current deferred tax assets: Deferred compensation 44,912 38,966 Net operating loss carryforwards 2,384 2,518 Valuation allowance for deferred tax assets (700 ) (606 ) Total non-current deferred tax assets 46,596 40,878 Net non-current deferred tax liability $ 382,295 $ 360,949 Income taxes paid in 2016 , 2015 and 2014 were $143.1 million , $132.9 million , and $118.3 million respectively. At December 31, 2016 , Brown & Brown had net operating loss carryforwards of $156,435 and $60.2 million for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2017 through 2036 . The federal carryforward is derived from insurance operations acquired by Brown & Brown in 2001. The state carryforward amount is derived from the operating results of certain subsidiaries and from the 2013 stock acquisition of Beecher Carlson Holdings, Inc. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2016 2015 2014 Unrecognized tax benefits balance at January 1 $ 584 $ 113 $ 391 Gross increases for tax positions of prior years 412 773 — Gross decreases for tax positions of prior years (41 ) — (21 ) Settlements (205 ) (302 ) (257 ) Unrecognized tax benefits balance at December 31 $ 750 $ 584 $ 113 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2016 and 2015 , the Company had $86,191 and $102,171 of accrued interest and penalties related to uncertain tax positions, respectively. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized was $750,258 as of December 31, 2016 and $583,977 as of December 31, 2015 . The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. As a result of a 2006 Internal Revenue Service (“IRS”) audit, the Company agreed to accrue at each December 31, for tax purposes only, a known amount of profit-sharing contingent commissions represented by the actual amount of profit-sharing contingent commissions received in the first quarter of the related year, with a true-up adjustment to the actual amount received by the end of the following March. Since this method for tax purposes differs from the method used for book purposes, it will result in a current deferred tax asset as of December 31 each year which will reverse by the following March 31 when the related profit-sharing contingent commissions are recognized for financial accounting purposes. The Company is subject to taxation in the United States and various state jurisdictions. The Company is also subject to taxation in the United Kingdom. In the United States, federal returns for fiscal years 2013 through 2016 remain open and subject to examination by the IRS. The Company files and remits state income taxes in various states where the Company has determined it is required to file state income taxes. The Company’s filings with those states remain open for audit for the fiscal years 2011 through 2016. In the United Kingdom, the Company’s filings remain open for audit for the fiscal years 2015 and 2016. The federal income tax returns of The Wright Insurance Group are currently under IRS audit for the short period ended May 1, 2014. Also during 2016, the Company settled the previously disclosed State of Kansas audit for fiscal years 2012 through 2014 in the amount of $204,695. The Company and one of its subsidiaries, The Advocator Group, LLC, is currently under examination by the State of Massachusetts for the fiscal year 2013 through 2014. There are no other federal or state income tax audits as of December 31, 2016 . In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. As of December 31, 2016, we have not made a provision for U.S. or additional foreign withholding taxes on approximately $2.6 million of the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. | ||
Summary of Income Tax Contingencies [Table Text Block] | $ 18,163 | $ 22,696 | $ 7,369 |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table Text Block] | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2016 2015 2014 Unrecognized tax benefits balance at January 1 $ 584 $ 113 $ 391 Gross increases for tax positions of prior years 412 773 — Gross decreases for tax positions of prior years (41 ) — (21 ) Settlements (205 ) (302 ) (257 ) Unrecognized tax benefits balance at December 31 $ 750 $ 584 $ 113 | ||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) 2016 2015 2014 Current: Federal $ 126,145 $ 118,490 $ 109,893 State 21,110 17,625 15,482 Foreign 590 430 109 Total current provision 147,845 136,545 125,484 Deferred: Federal 15,551 18,416 5,987 State 2,612 4,280 1,440 Foreign — — (58 ) Total deferred provision 18,163 22,696 7,369 Total tax provision $ 166,008 $ 159,241 $ 132,853 |
Income Taxes Tax Rate (Tables)
Income Taxes Tax Rate (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows: 2016 2015 2014 Federal statutory tax rate 35.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 3.9 3.9 3.3 Non-deductible employee stock purchase plan expense 0.3 0.3 0.3 Non-deductible meals and entertainment 0.3 0.3 0.4 Other, net (0.3) 0.1 0.1 Effective tax rate 39.2% 39.6% 39.1% |
Stock Based Compensation (Table
Stock Based Compensation (Tables) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 16,052 | $ 15,513 | $ 19,363 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Stock Options Shares Under Option Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2014 622,945 $ 18.39 4.1 $ 7,289 Granted — $ — Exercised (106,589 ) $ 18.48 Forfeited (46,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2014 470,356 $ 18.57 3.1 $ 5,087 Granted — $ — Exercised (151,767 ) $ 18.48 Forfeited (49,000 ) $ 19.36 Expired — $ — Outstanding at December 31, 2015 269,589 $ 18.48 2.2 $ 2,395 Granted — $ — Exercised (64,589 ) $ 18.48 Forfeited (30,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Ending vested and expected to vest at December 31, 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2015 164,589 $ 18.48 2.2 $ 2,241 Exercisable at December 31, 2014 316,356 $ 18.48 3.2 $ 4,565 A summary of SIP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 27.96 6,606,101 995,717 5,610,384 Granted $ 31.02 422,572 113,088 309,484 Awarded $ — — — — Vested $ — — — — Forfeited $ 27.41 (369,626 ) (47,915 ) (321,711 ) Outstanding at December 31, 2014 $ 28.19 6,659,047 1,060,890 5,598,157 Granted $ 31.74 481,166 164,646 316,520 Awarded $ — — — — Vested $ — — — — Forfeited $ 26.32 (863,241 ) (95,542 ) (767,699 ) Outstanding at December 31, 2015 $ 28.74 6,276,972 1,129,994 5,146,978 Granted $ 35.52 972,099 182,653 789,446 (1) Awarded $ 24.93 — 1,431,319 (1,431,319 ) Vested $ 27.31 (166,884 ) (166,884 ) — Forfeited $ 25.34 (954,131 ) (175,788 ) (778,343 ) Outstanding at December 31, 2016 $ 29.96 6,128,056 2,401,294 3,726,762 A summary of PSP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 8.62 2,371,287 2,295,852 75,435 Granted $ — — — — Awarded $ — — — — Vested $ 16.76 (277,009 ) (277,009 ) — Forfeited $ 9.75 (165,647 ) (115,630 ) (50,017 ) Outstanding at December 31, 2014 $ 8.71 1,928,631 1,903,213 25,418 Granted $ — — — — Awarded $ — — — — Vested $ 5.55 (208,889 ) (208,889 ) — Forfeited $ 9.78 (117,528 ) (100,110 ) (17,418 ) Outstanding at December 31, 2015 $ 9.03 1,602,214 1,594,214 8,000 Granted $ — — — — Awarded $ — — 4,000 (4,000 ) Vested $ 6.39 (506,422 ) (506,422 ) — Forfeited $ 10.52 (92,517 ) (88,517 ) (4,000 ) Outstanding at December 31, 2016 $ 10.23 1,003,275 1,003,275 — | ||
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 11,049 | 11,111 | 14,447 |
PerformanceStockPlan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 1,305 | 972 | 2,354 |
Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 3,698 | $ 3,430 | $ 2,425 |
Stock Based Compensation Summar
Stock Based Compensation Summary of Stock Based Compensation Plan Activity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Stock Options Shares Under Option Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2014 622,945 $ 18.39 4.1 $ 7,289 Granted — $ — Exercised (106,589 ) $ 18.48 Forfeited (46,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2014 470,356 $ 18.57 3.1 $ 5,087 Granted — $ — Exercised (151,767 ) $ 18.48 Forfeited (49,000 ) $ 19.36 Expired — $ — Outstanding at December 31, 2015 269,589 $ 18.48 2.2 $ 2,395 Granted — $ — Exercised (64,589 ) $ 18.48 Forfeited (30,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Ending vested and expected to vest at December 31, 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2015 164,589 $ 18.48 2.2 $ 2,241 Exercisable at December 31, 2014 316,356 $ 18.48 3.2 $ 4,565 A summary of SIP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 27.96 6,606,101 995,717 5,610,384 Granted $ 31.02 422,572 113,088 309,484 Awarded $ — — — — Vested $ — — — — Forfeited $ 27.41 (369,626 ) (47,915 ) (321,711 ) Outstanding at December 31, 2014 $ 28.19 6,659,047 1,060,890 5,598,157 Granted $ 31.74 481,166 164,646 316,520 Awarded $ — — — — Vested $ — — — — Forfeited $ 26.32 (863,241 ) (95,542 ) (767,699 ) Outstanding at December 31, 2015 $ 28.74 6,276,972 1,129,994 5,146,978 Granted $ 35.52 972,099 182,653 789,446 (1) Awarded $ 24.93 — 1,431,319 (1,431,319 ) Vested $ 27.31 (166,884 ) (166,884 ) — Forfeited $ 25.34 (954,131 ) (175,788 ) (778,343 ) Outstanding at December 31, 2016 $ 29.96 6,128,056 2,401,294 3,726,762 A summary of PSP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 8.62 2,371,287 2,295,852 75,435 Granted $ — — — — Awarded $ — — — — Vested $ 16.76 (277,009 ) (277,009 ) — Forfeited $ 9.75 (165,647 ) (115,630 ) (50,017 ) Outstanding at December 31, 2014 $ 8.71 1,928,631 1,903,213 25,418 Granted $ — — — — Awarded $ — — — — Vested $ 5.55 (208,889 ) (208,889 ) — Forfeited $ 9.78 (117,528 ) (100,110 ) (17,418 ) Outstanding at December 31, 2015 $ 9.03 1,602,214 1,594,214 8,000 Granted $ — — — — Awarded $ — — 4,000 (4,000 ) Vested $ 6.39 (506,422 ) (506,422 ) — Forfeited $ 10.52 (92,517 ) (88,517 ) (4,000 ) Outstanding at December 31, 2016 $ 10.23 1,003,275 1,003,275 — |
Stock Based Compensation Stock
Stock Based Compensation Stock Options Outstanding (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Stock Options Shares Under Option Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2014 622,945 $ 18.39 4.1 $ 7,289 Granted — $ — Exercised (106,589 ) $ 18.48 Forfeited (46,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2014 470,356 $ 18.57 3.1 $ 5,087 Granted — $ — Exercised (151,767 ) $ 18.48 Forfeited (49,000 ) $ 19.36 Expired — $ — Outstanding at December 31, 2015 269,589 $ 18.48 2.2 $ 2,395 Granted — $ — Exercised (64,589 ) $ 18.48 Forfeited (30,000 ) $ 18.48 Expired — $ — Outstanding at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Ending vested and expected to vest at December 31, 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2016 175,000 $ 18.48 1.2 $ 4,616 Exercisable at December 31, 2015 164,589 $ 18.48 2.2 $ 2,241 Exercisable at December 31, 2014 316,356 $ 18.48 3.2 $ 4,565 A summary of SIP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 27.96 6,606,101 995,717 5,610,384 Granted $ 31.02 422,572 113,088 309,484 Awarded $ — — — — Vested $ — — — — Forfeited $ 27.41 (369,626 ) (47,915 ) (321,711 ) Outstanding at December 31, 2014 $ 28.19 6,659,047 1,060,890 5,598,157 Granted $ 31.74 481,166 164,646 316,520 Awarded $ — — — — Vested $ — — — — Forfeited $ 26.32 (863,241 ) (95,542 ) (767,699 ) Outstanding at December 31, 2015 $ 28.74 6,276,972 1,129,994 5,146,978 Granted $ 35.52 972,099 182,653 789,446 (1) Awarded $ 24.93 — 1,431,319 (1,431,319 ) Vested $ 27.31 (166,884 ) (166,884 ) — Forfeited $ 25.34 (954,131 ) (175,788 ) (778,343 ) Outstanding at December 31, 2016 $ 29.96 6,128,056 2,401,294 3,726,762 A summary of PSP activity for the years ended December 31, 2016 , 2015 and 2014 is as follows: Weighted- Average Grant Date Fair Value Granted Shares Awarded Shares Shares Not Yet Awarded Outstanding at January 1, 2014 $ 8.62 2,371,287 2,295,852 75,435 Granted $ — — — — Awarded $ — — — — Vested $ 16.76 (277,009 ) (277,009 ) — Forfeited $ 9.75 (165,647 ) (115,630 ) (50,017 ) Outstanding at December 31, 2014 $ 8.71 1,928,631 1,903,213 25,418 Granted $ — — — — Awarded $ — — — — Vested $ 5.55 (208,889 ) (208,889 ) — Forfeited $ 9.78 (117,528 ) (100,110 ) (17,418 ) Outstanding at December 31, 2015 $ 9.03 1,602,214 1,594,214 8,000 Granted $ — — — — Awarded $ — — 4,000 (4,000 ) Vested $ 6.39 (506,422 ) (506,422 ) — Forfeited $ 10.52 (92,517 ) (88,517 ) (4,000 ) Outstanding at December 31, 2016 $ 10.23 1,003,275 1,003,275 — |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | The following table summarizes information about stock options outstanding at December 31, 2016 : Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $18.48 175,000 1.2 $ 18.48 175,000 $ 18.48 Totals 175,000 1.2 $ 18.48 175,000 $ 18.48 |
Supplemental Disclosures of C40
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | For the Year Ended December 31, (in thousands) 2016 2015 2014 Cash paid during the period for: Interest $ 37,652 $ 37,542 $ 25,115 Income taxes $ 143,111 $ 132,874 $ 118,290 Brown & Brown’s significant non-cash investing and financing activities are summarized as follows: For the Year Ended December 31, (in thousands) 2016 2015 2014 Other payables issued for purchased customer accounts $ 10,664 $ 10,029 $ 1,930 Estimated acquisition earn-out payables and related charges $ 4,463 $ 36,899 $ 33,229 Notes payable issued or assumed for purchased customer accounts $ 492 $ — $ — Notes received on the sale of fixed assets and customer accounts $ 22 $ 7,755 $ 6,340 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Brown & Brown leases facilities and certain items of office equipment under non-cancelable operating lease arrangements expiring on various dates through 2042. The facility leases generally contain renewal options and escalation clauses based upon increases in the lessors’ operating expenses and other charges. Brown & Brown anticipates that most of these leases will be renewed or replaced upon expiration. At December 31, 2016 , the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows: (in thousands) 2017 $ 42,727 2018 39,505 2019 34,277 2020 29,393 2021 22,222 Thereafter 45,036 Total minimum future lease payments $ 213,160 Rental expense in 2016 , 2015 and 2014 for operating leases totaled $49.3 million , $46.0 million , and $49.0 million , respectively. |
Quarterly Operating Results (Ta
Quarterly Operating Results (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | Quarterly operating results for 2016 and 2015 were as follows: (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Total revenues $ 424,173 $ 446,518 $ 462,274 $ 433,664 Total expenses $ 321,624 $ 337,441 $ 345,302 $ 338,763 Income before income taxes $ 102,549 $ 109,077 $ 116,972 $ 94,901 Net income $ 62,070 $ 66,250 $ 71,545 $ 57,626 Net income per share: Basic $ 0.45 $ 0.47 $ 0.51 $ 0.41 Diluted $ 0.44 $ 0.47 $ 0.50 $ 0.41 2015 Total revenues $ 404,298 $ 419,447 $ 432,167 $ 404,597 Total expenses $ 310,520 $ 318,533 $ 319,337 $ 309,560 Income before income taxes $ 93,778 $ 100,914 $ 112,830 $ 95,037 Net income $ 56,951 $ 61,005 $ 67,427 $ 57,935 Net income per share: Basic $ 0.40 $ 0.43 $ 0.48 $ 0.41 Diluted $ 0.39 $ 0.43 $ 0.47 $ 0.41 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |
Segment Information | Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes any income and expenses not allocated to reportable segments and corporate-related items, including the intercompany interest expense charge to the reporting segment. Segment results for prior periods have been recast to reflect the current year segmental structure. Certain reclassifications have been made to the prior year amounts reported in this Annual Report on Form 10-K in order to conform to the current year presentation. For the year ended December 31, 2016 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 917,406 $ 448,516 $ 243,103 $ 156,365 $ 1,239 $ 1,766,629 Investment income $ 37 $ 628 $ 4 $ 283 $ 504 $ 1,456 Amortization $ 43,447 $ 27,920 $ 10,801 $ 4,485 $ 10 $ 86,663 Depreciation $ 6,191 $ 7,868 $ 1,975 $ 1,881 $ 3,088 $ 21,003 Interest expense $ 38,216 $ 45,738 $ 3,976 $ 4,950 $ (53,399 ) $ 39,481 Income before income taxes $ 188,001 $ 91,762 $ 62,623 $ 24,338 $ 56,775 $ 423,499 Total assets $ 3,854,393 $ 2,711,378 $ 1,108,829 $ 371,645 $ (2,758,902 ) $ 5,287,343 Capital expenditures $ 5,951 $ 6,977 $ 1,301 $ 656 $ 2,880 $ 17,765 For the year ended December 31, 2015 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 870,346 $ 428,734 $ 216,996 $ 145,365 $ (932 ) $ 1,660,509 Investment income $ 87 $ 210 $ 150 $ 42 $ 515 $ 1,004 Amortization $ 45,145 $ 28,479 $ 9,739 $ 4,019 $ 39 $ 87,421 Depreciation $ 6,558 $ 7,250 $ 2,142 $ 1,988 $ 2,952 $ 20,890 Interest expense $ 41,036 $ 55,705 $ 891 $ 5,970 $ (64,354 ) $ 39,248 Income before income taxes $ 181,938 $ 67,673 $ 64,708 $ 19,713 $ 68,527 $ 402,559 Total assets $ 3,507,476 $ 2,505,752 $ 895,782 $ 285,459 $ (2,189,990 ) $ 5,004,479 Capital expenditures $ 6,797 $ 6,001 $ 3,084 $ 1,088 $ 1,405 $ 18,375 For the year ended December 31, 2014 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 823,686 $ 404,239 $ 211,911 $ 136,558 $ (598 ) $ 1,575,796 Investment income $ 67 $ 164 $ 26 $ 3 $ 487 $ 747 Amortization $ 42,935 $ 25,129 $ 10,703 $ 4,135 $ 39 $ 82,941 Depreciation $ 6,449 $ 7,805 $ 2,470 $ 2,213 $ 1,958 $ 20,895 Interest expense $ 43,502 $ 49,663 $ 1,294 $ 7,678 $ (73,729 ) $ 28,408 Income before income taxes $ 157,491 $ 73,178 $ 8,276 $ 17,870 $ 82,934 $ 339,749 Total assets $ 3,229,484 $ 2,455,749 $ 857,804 $ 296,034 $ (1,892,511 ) $ 4,946,560 Capital expenditures $ 6,873 $ 14,133 $ 1,526 $ 1,210 $ 1,181 $ 24,923 |
Losses and Loss Adjustment Re44
Losses and Loss Adjustment Reserve (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Reinsurance Disclosures [Abstract] | |
Effects of Reinsurance on Premiums Written and Earned | The effects of reinsurance on premiums written and earned at December 31 are as follows: 2016 2015 (in thousands) Written Earned Written Earned Direct premiums $ 591,142 $ 592,123 $ 599,828 $ 610,753 Assumed premiums — — — 18 Ceded premiums 591,124 592,105 599,807 610,750 Net premiums $ 18 $ 18 $ 21 $ 21 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies Amortizable Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum | |
Indefinite-lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Summary of Significant Accoun46
Summary of Significant Accounting Policies Fair Value of Financial Instruments (Details) $ in Millions | Dec. 31, 2016USD ($) |
Text Block [Abstract] | |
Long-term Debt, Fair Value | $ 598.8 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies Finite Lived Intangible Asset - Useful Life (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 4 |
Net Income Per Share - Reconcil
Net Income Per Share - Reconciliation between Basic and Diluted Weighted Average Shares Outstanding (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 57,626 | $ 71,545 | $ 66,250 | $ 62,070 | $ 57,935 | $ 67,427 | $ 61,005 | $ 56,951 | $ 257,491 | $ 243,318 | $ 206,896 |
Net income attributable to unvested awarded performance stock | (6,705) | (5,695) | (5,186) | ||||||||
Net income attributable to common shares | $ 250,786 | $ 237,623 | $ 201,710 | ||||||||
Weighted average number of common shares outstanding - basic (in shares) | 139,779 | 141,113 | 144,568 | ||||||||
Less unvested awarded performance stock included in weighted average number of common shares outstanding - basic (in shares) | (3,640) | (3,303) | (3,624) | ||||||||
Weighted average number of common shares outstanding for basic earnings per common share (in shares) | 136,139 | 137,810 | 140,944 | ||||||||
Dilutive effect of stock options (in shares) | 1,665 | 2,302 | 1,947 | ||||||||
Weighted average number of shares outstanding - diluted (in shares) | 137,804 | 140,112 | 142,891 | ||||||||
Basic (in dollars per share) | $ 0.0041 | $ 0.0051 | $ 0.0047 | $ 0.0045 | $ 0.0041 | $ 0.0048 | $ 0.0043 | $ 0.0040 | $ 1.84 | $ 1.72 | $ 1.43 |
Diluted (in dollars per share) | $ 0.0041 | $ 0.0050 | $ 0.0047 | $ 0.0044 | $ 0.0041 | $ 0.0047 | $ 0.0043 | $ 0.0039 | $ 1.82 | $ 1.70 | $ 1.41 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2016USD ($)acquisition | Dec. 31, 2015USD ($)acquisitioncustomer_account | Dec. 31, 2014USD ($)acquisition | Dec. 31, 2013USD ($) | |
Business Acquisition [Line Items] | ||||
Maximum Future Contingency payments Acquisitions | $ 117,200,000 | |||
Number of acquisitions | acquisition | 8 | 13 | ||
Aggregate purchase price of acquisitions | $ 917,497 | $ 503,442 | $ 25,941 | |
Payments to Acquire Businesses, Gross | 124,716,000 | 136,000,000 | 721,851,000 | |
Business Acquisition Cost- Note Payable | 492,000 | |||
Goodwill assigned | 93,376,000 | 136,381,000 | 513,925,000 | |
Goodwill currently deductible for income tax purposes | 88,900,000 | 91,100,000 | 141,900,000 | |
Goodwill currently non-deductible for income tax purposes | 8,400,000 | 338,800,000 | ||
Goodwill related to the recorded earn-out payables | 4,500,000 | 36,900,000 | 33,200,000 | |
Total revenues related to acquisitions | 34,200,000 | 28,200,000 | 112,200,000 | |
Income before income taxes related to acquisitions | 4,300,000 | 1,500,000 | (1,300,000) | |
Estimated acquisition earn-out payables | 63,821,000 | 78,387,000 | 75,283,000 | $ 43,058,000 |
Other Payable | 10,664,000 | 10,028,000 | 1,904,000 | |
Business Acquisitions Contingent Consideration At Fair Value | 4,462,000 | 36,899,000 | 33,229,000 | |
Net Assets Acquired | 140,334,000 | 182,927,000 | 756,984,000 | |
Maximum Potential Earn- Out Payable | 16,285,000 | 73,074,000 | 49,462,000 | |
Accounts payable | ||||
Business Acquisition [Line Items] | ||||
Estimated acquisition earn-out payables | $ 31,800,000 | $ 25,300,000 | $ 26,000,000 | |
Purchased customer accounts | ||||
Business Acquisition [Line Items] | ||||
Weighted average life (years) | 15 years | 15 years | 15 years | |
Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Weighted average life (years) | 5 years | 5 years | 3 years 5 months | |
National Programs | ||||
Business Acquisition [Line Items] | ||||
Goodwill assigned | $ 57,900,000 | $ 18,000,000 | $ 420,000,000 | |
Wholesale Brokerage [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill assigned | 0 | 4,600,000 | 7,700,000 | |
Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill assigned | 22,400,000 | (200,000) | ||
Other non-current liability | ||||
Business Acquisition [Line Items] | ||||
Estimated acquisition earn-out payables | 32,000,000 | $ 53,100,000 | $ 49,300,000 | |
Social Security Advocates for the Disabled LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill assigned | 22,352,000 | |||
Net Assets Acquired | $ 33,989,000 | |||
Social Security Advocates for the Disabled LLC [Member] | Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Effective Date of Acquisition | Feb. 1, 2016 | |||
Payments to Acquire Businesses, Gross | $ 32,526,000 | |||
Business Acquisition Cost- Note Payable | 492,000 | |||
Other Payable | 0 | |||
Business Acquisitions Contingent Consideration At Fair Value | 971,000 | |||
Net Assets Acquired | 33,989,000 | |||
Maximum Potential Earn- Out Payable | 3,500,000 | |||
Morstan General Agency, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill assigned | 51,454,000 | |||
Net Assets Acquired | $ 79,341,000 | |||
Morstan General Agency, Inc [Member] | Wholesale Brokerage [Member] | ||||
Business Acquisition [Line Items] | ||||
Effective Date of Acquisition | Jun. 1, 2016 | |||
Payments to Acquire Businesses, Gross | $ 66,050,000 | |||
Business Acquisition Cost- Note Payable | 0 | |||
Other Payable | 10,200,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 3,091,000 | |||
Net Assets Acquired | 79,341,000 | |||
Maximum Potential Earn- Out Payable | $ 5,000,000 | |||
Asset Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | acquisition | 13 | 9 | ||
Book of Business Purchases [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | 3 | 4 | 5 | |
Stock Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | acquisition | 1 | 0 | 1 | |
Other Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill assigned | $ 21,040,000 | $ 10,417,000 | ||
Net Assets Acquired | 17,605,000 | $ 17,184,000 | ||
Other Acquisitions [Member] | Various | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 26,140,000 | 12,926,000 | ||
Business Acquisition Cost- Note Payable | 0 | |||
Other Payable | 464,000 | 95,000 | ||
Business Acquisitions Contingent Consideration At Fair Value | 400,000 | 4,584,000 | ||
Net Assets Acquired | 27,004,000 | 17,605,000 | ||
Maximum Potential Earn- Out Payable | $ 7,785,000 | $ 8,212,000 |
Business Combinations - Acquisi
Business Combinations - Acquisitions Accounted for Business Combinations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash Paid | $ 124,716 | $ 136,000 | $ 721,851 | |
Other Payable | 10,664 | 10,028 | 1,904 | |
Recorded Earn-Out Payable | 4,462 | 36,899 | 33,229 | |
Net Assets Acquired | 140,334 | 182,927 | 756,984 | |
Maximum Potential Earn- Out Payable | 16,285 | 73,074 | 49,462 | |
Liberty Insurance Brokers, Inc. and Affiliates [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 14,981 | |||
Liberty Insurance Brokers, Inc. and Affiliates [Member] | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | Feb. 1, 2015 | |||
Cash Paid | $ 12,000 | |||
Other Payable | 0 | |||
Recorded Earn-Out Payable | 2,981 | |||
Net Assets Acquired | 14,981 | |||
Maximum Potential Earn- Out Payable | 3,750 | |||
Wright Insurance Group Llc [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 610,654 | |||
Wright Insurance Group Llc [Member] | National Programs | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | May 1, 2014 | |||
Cash Paid | $ 609,183 | |||
Other Payable | 1,471 | |||
Recorded Earn-Out Payable | 0 | |||
Net Assets Acquired | 610,654 | |||
Maximum Potential Earn- Out Payable | 0 | |||
Spain Agency, Inc. (Spain) | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 23,323 | |||
Spain Agency, Inc. (Spain) | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | Mar. 1, 2015 | |||
Cash Paid | $ 20,706 | |||
Other Payable | 0 | |||
Recorded Earn-Out Payable | 2,617 | |||
Net Assets Acquired | 23,323 | |||
Maximum Potential Earn- Out Payable | 9,162 | |||
Bellingham Underwriters, Inc. [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 12,829 | |||
Bellingham Underwriters, Inc. [Member] | National Programs | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | May 1, 2015 | |||
Bellingham Underwriters, Inc. [Member] | National Programs Divisions [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash Paid | $ 9,007 | |||
Other Payable | 500 | |||
Recorded Earn-Out Payable | 3,322 | |||
Net Assets Acquired | 12,829 | |||
Maximum Potential Earn- Out Payable | 4,400 | |||
Fitness Insurance, LLC [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 11,834 | |||
Fitness Insurance, LLC [Member] | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | Jun. 1, 2015 | |||
Cash Paid | $ 9,455 | |||
Other Payable | 0 | |||
Recorded Earn-Out Payable | 2,379 | |||
Net Assets Acquired | 11,834 | |||
Maximum Potential Earn- Out Payable | 3,500 | |||
Other | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 63,587 | |||
Other | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | Jun. 1, 2015 | |||
Cash Paid | $ 49,600 | |||
Other Payable | 400 | |||
Recorded Earn-Out Payable | 13,587 | |||
Net Assets Acquired | 63,587 | |||
Maximum Potential Earn- Out Payable | 26,000 | |||
Bentrust Financial, Inc. [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 10,852 | |||
Bentrust Financial, Inc. [Member] | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | Dec. 1, 2015 | |||
Cash Paid | $ 10,142 | |||
Other Payable | 391 | |||
Recorded Earn-Out Payable | 319 | |||
Net Assets Acquired | 10,852 | |||
Maximum Potential Earn- Out Payable | 2,200 | |||
MBA Insurance Agency of Arizona, Inc. [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 14,573 | |||
MBA Insurance Agency of Arizona, Inc. [Member] | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | Dec. 1, 2015 | |||
Cash Paid | $ 68 | |||
Other Payable | 8,442 | |||
Recorded Earn-Out Payable | 6,063 | |||
Net Assets Acquired | 14,573 | |||
Maximum Potential Earn- Out Payable | 9,500 | |||
Smith Insurance, Inc. [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 13,343 | |||
Smith Insurance, Inc. [Member] | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | Dec. 1, 2015 | |||
Cash Paid | $ 12,096 | |||
Other Payable | 200 | |||
Recorded Earn-Out Payable | 1,047 | |||
Net Assets Acquired | 13,343 | |||
Maximum Potential Earn- Out Payable | 6,350 | |||
Other Acquisitions [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | 17,605 | 17,184 | ||
Other Acquisitions [Member] | Various | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash Paid | 26,140 | 12,926 | ||
Other Payable | 464 | 95 | ||
Recorded Earn-Out Payable | 400 | 4,584 | ||
Net Assets Acquired | 27,004 | 17,605 | ||
Maximum Potential Earn- Out Payable | 7,785 | $ 8,212 | ||
Pacific Resources Benefits Advisors [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 117,452 | |||
Pacific Resources Benefits Advisors [Member] | Retail | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | May 1, 2014 | |||
Cash Paid | $ 90,000 | |||
Other Payable | 0 | |||
Recorded Earn-Out Payable | 27,452 | |||
Net Assets Acquired | 117,452 | |||
Maximum Potential Earn- Out Payable | 35,000 | |||
Axia Strategies, Inc. [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 11,694 | |||
Axia Strategies, Inc. [Member] | Wholesale Brokerage [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Effective Date of Acquisition | May 1, 2014 | |||
Cash Paid | $ 9,870 | |||
Other Payable | 0 | |||
Recorded Earn-Out Payable | 1,824 | |||
Net Assets Acquired | 11,694 | |||
Maximum Potential Earn- Out Payable | 5,200 | |||
Various | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Net Assets Acquired | $ 27,004 | |||
Various | Other Acquisitions [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash Paid | 12,798 | |||
Other Payable | 433 | |||
Recorded Earn-Out Payable | 3,953 | |||
Net Assets Acquired | 17,184 | |||
Maximum Potential Earn- Out Payable | $ 9,262 | |||
Two Thousand Fourteen Acquisitions [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.49 | $ 1.70 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 142,891 | 142,624 | ||
Two Thousand Fifteen Acquisitions [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.73 | $ 1.48 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 140,112 | 142,891 |
Business Combinations - Estimat
Business Combinations - Estimated Fair Values of Aggregate Assets and Liabilities Acquired (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 25,365,000 | ||
Other Payable | $ 10,664,000 | $ 10,028,000 | 1,904,000 |
Payments to Acquire Businesses, Gross | 124,716,000 | 136,000,000 | 721,851,000 |
Recorded Earn-Out Payable | 4,462,000 | 36,899,000 | 33,229,000 |
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 2,094,000 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 5,079,000 | 3,640,000 | 20,964,000 |
Fixed assets | 684,000 | 374,000 | 8,973,000 |
Goodwill | 93,376,000 | 136,381,000 | 513,925,000 |
Purchased customer accounts | 50,625,000 | 53,392,000 | 260,424,000 |
Non-compete agreements | 228,000 | 328,000 | 1,194,000 |
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 20,000 | 14,000 | 20,045,000 |
Total assets acquired | 152,106,000 | 194,129,000 | 1,165,141,000 |
Other current liabilities | (8,542,000) | (12,213,000) | (14,974,000) |
Deferred Tax Liabilities, Net | (3,230,000) | 2,576,000 | (46,566,000) |
Other liabilities | (1,565,000) | (32,366,000) | |
Total liabilities assumed | (11,772,000) | (11,202,000) | (408,157,000) |
Net assets acquired | 140,334,000 | 182,927,000 | 756,984,000 |
Maximum Potential Earn- Out Payable | 16,285,000 | 73,074,000 | 49,462,000 |
Business Acquisitions Purchase Price Allocation Losses And Loss Adjustment Expense | (25,238,000) | ||
Business Acquisition Purchase Price Allocation Unearned Premium | (289,013,000) | ||
Business Acquisition Purchase Price Allocation Reinsurance Recoverables | 25,238,000 | ||
Business Acquisition Purchase Price Allocation Prepaid Reinsurance Premiums | 289,013,000 | ||
Social Security Advocates for the Disabled LLC [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 2,094,000 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 1,042,000 | ||
Fixed assets | 307,000 | ||
Goodwill | 22,352,000 | ||
Purchased customer accounts | 13,069,000 | ||
Non-compete agreements | 72,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 38,936,000 | ||
Other current liabilities | (1,717,000) | ||
Deferred Tax Liabilities, Net | (3,230,000) | ||
Total liabilities assumed | (4,947,000) | ||
Net assets acquired | 33,989,000 | ||
Various [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 0 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 1,555,000 | ||
Fixed assets | 77,000 | ||
Goodwill | 19,570,000 | ||
Purchased customer accounts | 11,075,000 | ||
Non-compete agreements | 117,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 20,000 | ||
Total assets acquired | 32,414,000 | ||
Other current liabilities | (5,410,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Total liabilities assumed | (5,410,000) | ||
Net assets acquired | 27,004,000 | ||
Morstan General Agency, Inc [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 0 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 2,482,000 | ||
Fixed assets | 300,000 | ||
Goodwill | 51,454,000 | ||
Purchased customer accounts | 26,481,000 | ||
Non-compete agreements | 39,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 80,756,000 | ||
Other current liabilities | (1,415,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Total liabilities assumed | (1,415,000) | ||
Net assets acquired | 79,341,000 | ||
Spain Agency, Inc. (Spain) | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 324,000 | ||
Fixed assets | 50,000 | ||
Goodwill | 15,748,000 | ||
Purchased customer accounts | 7,430,000 | ||
Non-compete agreements | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 23,573,000 | ||
Other current liabilities | (250,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (250,000) | ||
Net assets acquired | 23,323,000 | ||
Bellingham Underwriters, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 0 | ||
Fixed assets | 25,000 | ||
Goodwill | 9,608,000 | ||
Purchased customer accounts | 3,223,000 | ||
Non-compete agreements | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 12,877,000 | ||
Other current liabilities | (48,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (48,000) | ||
Net assets acquired | 12,829,000 | ||
Fitness Insurance, LLC [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 9,000 | ||
Fixed assets | 17,000 | ||
Goodwill | 8,105,000 | ||
Purchased customer accounts | 3,715,000 | ||
Non-compete agreements | 0 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 11,846,000 | ||
Other current liabilities | (12,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (12,000) | ||
Net assets acquired | 11,834,000 | ||
Other | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 652,000 | ||
Fixed assets | 41,000 | ||
Goodwill | 39,859,000 | ||
Purchased customer accounts | 23,000,000 | ||
Non-compete agreements | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 14,000 | ||
Total assets acquired | 63,587,000 | ||
Other current liabilities | 0 | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | 0 | ||
Net assets acquired | 63,587,000 | ||
Bentrust Financial, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 0 | ||
Fixed assets | 36,000 | ||
Goodwill | 8,166,000 | ||
Purchased customer accounts | 2,789,000 | ||
Non-compete agreements | 43,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 11,034,000 | ||
Other current liabilities | (182,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (182,000) | ||
Net assets acquired | 10,852,000 | ||
MBA Insurance Agency of Arizona, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 0 | ||
Fixed assets | 33,000 | ||
Goodwill | 13,471,000 | ||
Purchased customer accounts | 7,338,000 | ||
Non-compete agreements | 11,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 20,853,000 | ||
Other current liabilities | (6,280,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (6,280,000) | ||
Net assets acquired | 14,573,000 | ||
Smith Insurance, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 0 | ||
Fixed assets | 73,000 | ||
Goodwill | 10,374,000 | ||
Purchased customer accounts | 3,526,000 | ||
Non-compete agreements | 31,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 14,004,000 | ||
Other current liabilities | (504,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | (157,000) | ||
Total liabilities assumed | (661,000) | ||
Net assets acquired | 13,343,000 | ||
Other Acquisitions [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 169,000 | 742,000 | |
Fixed assets | 59,000 | 1,724,000 | |
Goodwill | 21,040,000 | 10,417,000 | |
Purchased customer accounts | (2,135,000) | 4,384,000 | |
Non-compete agreements | 156,000 | 166,000 | |
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | 0 | |
Total assets acquired | 19,289,000 | 17,433,000 | |
Other current liabilities | (4,895,000) | (249,000) | |
Deferred Tax Liabilities, Net | 2,576,000 | 0 | |
Other liabilities | 635,000 | 0 | |
Total liabilities assumed | (1,684,000) | (249,000) | |
Net assets acquired | 17,605,000 | 17,184,000 | |
Business Acquisitions Purchase Price Allocation Losses And Loss Adjustment Expense | 0 | ||
Business Acquisition Purchase Price Allocation Unearned Premium | 0 | ||
Business Acquisition Purchase Price Allocation Reinsurance Recoverables | 0 | ||
Business Acquisition Purchase Price Allocation Prepaid Reinsurance Premiums | 0 | ||
Liberty Insurance Brokers, Inc. and Affiliates [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 2,486,000 | ||
Fixed assets | 40,000 | ||
Goodwill | 10,010,000 | ||
Purchased customer accounts | 4,506,000 | ||
Non-compete agreements | 24,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 17,066,000 | ||
Other current liabilities | (42,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | (2,043,000) | ||
Total liabilities assumed | (2,085,000) | ||
Net assets acquired | 14,981,000 | ||
Wright Insurance Group Llc [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 25,365,000 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 16,474,000 | ||
Fixed assets | 7,172,000 | ||
Goodwill | 420,209,000 | ||
Purchased customer accounts | 213,677,000 | ||
Non-compete agreements | 966,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 20,045,000 | ||
Total assets acquired | 1,018,159,000 | ||
Other current liabilities | (14,322,000) | ||
Deferred Tax Liabilities, Net | (46,566,000) | ||
Other liabilities | (32,366,000) | ||
Total liabilities assumed | (407,505,000) | ||
Net assets acquired | 610,654,000 | ||
Business Acquisitions Purchase Price Allocation Losses And Loss Adjustment Expense | (25,238,000) | ||
Business Acquisition Purchase Price Allocation Unearned Premium | (289,013,000) | ||
Business Acquisition Purchase Price Allocation Reinsurance Recoverables | 25,238,000 | ||
Business Acquisition Purchase Price Allocation Prepaid Reinsurance Premiums | 289,013,000 | ||
Pacific Resources Benefits Advisors [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 3,647,000 | ||
Fixed assets | 53,000 | ||
Goodwill | 76,023,000 | ||
Purchased customer accounts | 38,111,000 | ||
Non-compete agreements | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 117,855,000 | ||
Other current liabilities | (403,000) | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (403,000) | ||
Net assets acquired | 117,452,000 | ||
Business Acquisitions Purchase Price Allocation Losses And Loss Adjustment Expense | 0 | ||
Business Acquisition Purchase Price Allocation Unearned Premium | 0 | ||
Business Acquisition Purchase Price Allocation Reinsurance Recoverables | 0 | ||
Business Acquisition Purchase Price Allocation Prepaid Reinsurance Premiums | 0 | ||
Axia Strategies, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | ||
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 101,000 | ||
Fixed assets | 24,000 | ||
Goodwill | 7,276,000 | ||
Purchased customer accounts | 4,252,000 | ||
Non-compete agreements | 41,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Total assets acquired | 11,694,000 | ||
Other current liabilities | 0 | ||
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | 0 | ||
Net assets acquired | 11,694,000 | ||
Business Acquisitions Purchase Price Allocation Losses And Loss Adjustment Expense | 0 | ||
Business Acquisition Purchase Price Allocation Unearned Premium | 0 | ||
Business Acquisition Purchase Price Allocation Reinsurance Recoverables | 0 | ||
Business Acquisition Purchase Price Allocation Prepaid Reinsurance Premiums | 0 | ||
Services | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | $ 22,400,000 | (200,000) | |
Services | Social Security Advocates for the Disabled LLC [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Feb. 1, 2016 | ||
Other Payable | $ 0 | ||
Payments to Acquire Businesses, Gross | 32,526,000 | ||
Recorded Earn-Out Payable | 971,000 | ||
Net assets acquired | 33,989,000 | ||
Maximum Potential Earn- Out Payable | 3,500,000 | ||
Retail | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | 13,100,000 | $ 113,800,000 | $ 86,400,000 |
Retail | Spain Agency, Inc. (Spain) | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Mar. 1, 2015 | ||
Other Payable | $ 0 | ||
Payments to Acquire Businesses, Gross | 20,706,000 | ||
Recorded Earn-Out Payable | 2,617,000 | ||
Net assets acquired | 23,323,000 | ||
Maximum Potential Earn- Out Payable | $ 9,162,000 | ||
Retail | Fitness Insurance, LLC [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Jun. 1, 2015 | ||
Other Payable | $ 0 | ||
Payments to Acquire Businesses, Gross | 9,455,000 | ||
Recorded Earn-Out Payable | 2,379,000 | ||
Net assets acquired | 11,834,000 | ||
Maximum Potential Earn- Out Payable | $ 3,500,000 | ||
Retail | Other | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Jun. 1, 2015 | ||
Other Payable | $ 400,000 | ||
Payments to Acquire Businesses, Gross | 49,600,000 | ||
Recorded Earn-Out Payable | 13,587,000 | ||
Net assets acquired | 63,587,000 | ||
Maximum Potential Earn- Out Payable | $ 26,000,000 | ||
Retail | Bentrust Financial, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Dec. 1, 2015 | ||
Other Payable | $ 391,000 | ||
Payments to Acquire Businesses, Gross | 10,142,000 | ||
Recorded Earn-Out Payable | 319,000 | ||
Net assets acquired | 10,852,000 | ||
Maximum Potential Earn- Out Payable | $ 2,200,000 | ||
Retail | MBA Insurance Agency of Arizona, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Dec. 1, 2015 | ||
Other Payable | $ 8,442,000 | ||
Payments to Acquire Businesses, Gross | 68,000 | ||
Recorded Earn-Out Payable | 6,063,000 | ||
Net assets acquired | 14,573,000 | ||
Maximum Potential Earn- Out Payable | $ 9,500,000 | ||
Retail | Smith Insurance, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Dec. 1, 2015 | ||
Other Payable | $ 200,000 | ||
Payments to Acquire Businesses, Gross | 12,096,000 | ||
Recorded Earn-Out Payable | 1,047,000 | ||
Net assets acquired | 13,343,000 | ||
Maximum Potential Earn- Out Payable | $ 6,350,000 | ||
Retail | Liberty Insurance Brokers, Inc. and Affiliates [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Feb. 1, 2015 | ||
Other Payable | $ 0 | ||
Payments to Acquire Businesses, Gross | 12,000,000 | ||
Recorded Earn-Out Payable | 2,981,000 | ||
Net assets acquired | 14,981,000 | ||
Maximum Potential Earn- Out Payable | 3,750,000 | ||
Retail | Pacific Resources Benefits Advisors [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | May 1, 2014 | ||
Other Payable | $ 0 | ||
Payments to Acquire Businesses, Gross | 90,000,000 | ||
Recorded Earn-Out Payable | 27,452,000 | ||
Net assets acquired | 117,452,000 | ||
Maximum Potential Earn- Out Payable | 35,000,000 | ||
National Programs | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | 57,900,000 | $ 18,000,000 | $ 420,000,000 |
National Programs | Bellingham Underwriters, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | May 1, 2015 | ||
National Programs | Wright Insurance Group Llc [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | May 1, 2014 | ||
Other Payable | $ 1,471,000 | ||
Payments to Acquire Businesses, Gross | 609,183,000 | ||
Recorded Earn-Out Payable | 0 | ||
Net assets acquired | 610,654,000 | ||
Maximum Potential Earn- Out Payable | 0 | ||
Wholesale Brokerage | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | $ 0 | $ 4,600,000 | $ 7,700,000 |
Wholesale Brokerage | Morstan General Agency, Inc [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | Jun. 1, 2016 | ||
Other Payable | $ 10,200,000 | ||
Payments to Acquire Businesses, Gross | 66,050,000 | ||
Recorded Earn-Out Payable | 3,091,000 | ||
Net assets acquired | 79,341,000 | ||
Maximum Potential Earn- Out Payable | $ 5,000,000 | ||
Wholesale Brokerage | Axia Strategies, Inc. [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Effective Date of Acquisition | May 1, 2014 | ||
Other Payable | $ 0 | ||
Payments to Acquire Businesses, Gross | 9,870,000 | ||
Recorded Earn-Out Payable | 1,824,000 | ||
Net assets acquired | 11,694,000 | ||
Maximum Potential Earn- Out Payable | $ 5,200,000 |
Business Combinations - Results
Business Combinations - Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 34,200 | $ 28,200 | $ 112,200 | |
Business Combination Pro Forma Information Income Loss Before Income Taxes Of Acquiree Since Acquisition Date Actual | $ 4,300 | 1,500 | (1,300) | |
Two Thousand Fourteen Acquisitions [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Total revenues | 1,630,162 | $ 1,520,858 | ||
Income before income taxes | 358,229 | 409,522 | ||
Net income | $ 218,150 | $ 248,628 | ||
Net income per share: | ||||
Basic (in dollars per share) | $ 1.51 | $ 1.72 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.49 | $ 1.70 | ||
Weighted Average Basic Shares Outstanding, Pro Forma | 140,944 | 141,033 | ||
Weighted average number of shares outstanding: | ||||
Pro Forma Weighted Average Shares Outstanding, Diluted | 142,891 | 142,624 | ||
Two Thousand Fifteen Acquisitions [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Total revenues | 1,688,297 | $ 1,630,992 | ||
Income before income taxes | 411,497 | 356,426 | ||
Net income | $ 248,720 | $ 217,053 | ||
Net income per share: | ||||
Basic (in dollars per share) | $ 1.76 | $ 1.50 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.73 | $ 1.48 | ||
Weighted Average Basic Shares Outstanding, Pro Forma | 137,810 | 140,944 | ||
Weighted average number of shares outstanding: | ||||
Pro Forma Weighted Average Shares Outstanding, Diluted | 140,112 | 142,891 |
Business Combinations - Addit55
Business Combinations - Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Business Acquisition Cost- Note Payable | $ 492 | ||
Beginning balance | 78,387 | $ 75,283 | $ 43,058 |
Additions to estimated acquisition earn-out payables | 4,462 | 36,899 | 34,356 |
Payments for estimated acquisition earn-out payables | 28,213 | 36,798 | 12,069 |
Subtotal | 54,636 | 75,384 | 65,345 |
Net change in earnings from estimated acquisition earn-out payables: | |||
Change in fair value on estimated acquisition earn-out payables | (6,338) | (13) | (7,375) |
Interest expense accretion | 2,847 | 2,990 | 2,563 |
Net change in earnings from estimated acquisition earn-out payables | 9,185 | 3,003 | 9,938 |
Ending balance | 63,821 | $ 78,387 | $ 75,283 |
Services | Social Security Advocates for the Disabled LLC [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition Cost- Note Payable | 492 | ||
Wholesale Brokerage [Member] | Morstan General Agency, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition Cost- Note Payable | 0 | ||
Various [Member] | Other Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition Cost- Note Payable | $ 0 |
Business Combinations Business
Business Combinations Business Acquisitions - Pro-forma Table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Two Thousand Sixteen Acquisition [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Weighted Average Basic Shares Outstanding, Pro Forma | 136,139 | 137,810 | ||
Business Acquisition, Pro Forma Revenue | $ 1,789,790 | $ 1,716,592 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | 428,194 | 414,911 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 260,346 | $ 250,783 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Basic | $ 1.86 | $ 1.78 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.84 | $ 1.75 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 137,804 | 140,112 | ||
Two Thousand Fifteen Acquisitions [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Weighted Average Basic Shares Outstanding, Pro Forma | 137,810 | 140,944 | ||
Business Acquisition, Pro Forma Revenue | $ 1,688,297 | $ 1,630,992 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | 411,497 | 356,426 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 248,720 | $ 217,053 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Basic | $ 1.76 | $ 1.50 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.73 | $ 1.48 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 140,112 | 142,891 | ||
Two Thousand Fourteen Acquisitions [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Weighted Average Basic Shares Outstanding, Pro Forma | 140,944 | 141,033 | ||
Business Acquisition, Pro Forma Revenue | $ 1,630,162 | $ 1,520,858 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | 358,229 | 409,522 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 218,150 | $ 248,628 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Basic | $ 1.51 | $ 1.72 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.49 | $ 1.70 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 142,891 | 142,624 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Value of Goodwill by Operating Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 2,586,683 | $ 2,460,611 |
Goodwill of acquired businesses | 93,376 | 136,381 |
Goodwill, Transfers | 0 | |
Goodwill disposed of relating to sales of businesses | (4,657) | (10,309) |
Ending balance | 2,675,402 | 2,586,683 |
Retail | ||
Goodwill [Roll Forward] | ||
Beginning balance | 1,345,636 | 1,231,869 |
Goodwill of acquired businesses | 13,117 | 113,767 |
Goodwill, Transfers | 571 | |
Goodwill disposed of relating to sales of businesses | (4,657) | 0 |
Ending balance | 1,354,667 | 1,345,636 |
National Programs | ||
Goodwill [Roll Forward] | ||
Beginning balance | 901,866 | 886,095 |
Goodwill of acquired businesses | (1) | 18,009 |
Goodwill, Transfers | (571) | |
Goodwill disposed of relating to sales of businesses | 0 | (2,238) |
Ending balance | 901,294 | 901,866 |
Wholesale Brokerage | ||
Goodwill [Roll Forward] | ||
Beginning balance | 226,961 | 222,356 |
Goodwill of acquired businesses | 57,908 | 4,605 |
Goodwill, Transfers | 0 | |
Goodwill disposed of relating to sales of businesses | 0 | 0 |
Ending balance | 284,869 | 226,961 |
Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 112,220 | 120,291 |
Goodwill of acquired businesses | 22,352 | 0 |
Goodwill, Transfers | 0 | |
Goodwill disposed of relating to sales of businesses | 0 | (8,071) |
Ending balance | $ 134,572 | $ 112,220 |
Amortizable Intangible Assets -
Amortizable Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,477,348 | $ 1,428,426 |
Accumulated Amortization | (769,894) | (683,746) |
Net Carrying Value | 707,454 | 744,680 |
Purchased customer accounts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,447,680 | 1,398,986 |
Accumulated Amortization | (741,770) | (656,799) |
Net Carrying Value | $ 705,910 | $ 742,187 |
Weighted Average Life (Years) | 15 years | 15 years |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 29,668 | $ 29,440 |
Accumulated Amortization | (28,124) | (26,947) |
Net Carrying Value | $ 1,544 | $ 2,493 |
Weighted Average Life (Years) | 6 years 9 months 18 days | 6 years 9 months 18 days |
Amortizable Intangible Assets59
Amortizable Intangible Assets - Additional Information (Detail) $ in Millions | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense estimated, year one (2015) | $ 84.9 |
Amortization expense estimated, year two (2016) | 79.6 |
Amortization expense estimated, year three (2017) | 75.1 |
Amortization expense estimated, year four (2018) | 67.8 |
Amortization expense estimated, year five (2019) | $ 64.5 |
Investments - Schedule of Inves
Investments - Schedule of Investments in Fixed Maturity Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Proceeds from Sale, Maturity and Collection of Investments | $ 18,890 | $ 21,928 | $ 18,278 |
Cost | 28,638 | 18,094 | |
Gross Unrealized Gains | 24 | 40 | |
Gross Unrealized Losses | (60) | (42) | |
Fair Value | $ 28,602 | $ 18,092 | |
Available-for-sale Securities, Restrictions, Additional Information | insignificant | insignificant | |
Short-term Debt [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Fair Value | $ 5,600 | ||
Available-for-sale Securities [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Available-for-sale Securities, Restrictions, Additional Information | insignificant |
Investments - Summary of Unreal
Investments - Summary of Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis | $ 28,638 | $ 18,094 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 24 | 40 |
Fair Value, Less than 12 Months | 15,664 | 11,779 |
Unrealized Losses, Less than 12 Months | (60) | (40) |
Fair Value, 12 Months or More | 0 | 284 |
Unrealized Losses, 12 Months or More | 0 | (2) |
Fair Value | 15,664 | 12,063 |
Unrealized Losses | (60) | (42) |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (60) | (42) |
Available-for-sale Securities | 28,602 | 18,092 |
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis | 26,280 | 11,876 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 11 | 6 |
Fair Value, Less than 12 Months | 14,663 | 8,998 |
Unrealized Losses, Less than 12 Months | (59) | (26) |
Fair Value, 12 Months or More | 0 | 0 |
Unrealized Losses, 12 Months or More | 0 | 0 |
Fair Value | 14,663 | 8,998 |
Unrealized Losses | (59) | (26) |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (59) | (26) |
Available-for-sale Securities | 26,232 | 11,856 |
Foreign government | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis | 50 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | |
Fair Value, Less than 12 Months | 0 | 50 |
Unrealized Losses, Less than 12 Months | 0 | 0 |
Fair Value, 12 Months or More | 0 | 0 |
Unrealized Losses, 12 Months or More | 0 | 0 |
Fair Value | 0 | 50 |
Unrealized Losses | 0 | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | |
Available-for-sale Securities | 50 | |
Corporate debt | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis | 2,358 | 4,505 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 13 | 7 |
Fair Value, Less than 12 Months | 1,001 | 2,731 |
Unrealized Losses, Less than 12 Months | (1) | (14) |
Fair Value, 12 Months or More | 0 | 284 |
Unrealized Losses, 12 Months or More | 0 | (2) |
Fair Value | 1,001 | 3,015 |
Unrealized Losses | (1) | (16) |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (1) | (16) |
Available-for-sale Securities | $ 2,370 | 4,496 |
Short Duration Fixed Income Fund [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis | 1,663 | |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 27 | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | |
Available-for-sale Securities | $ 1,690 |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)Securities | Dec. 31, 2015USD ($)Securities | |
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term Investments | $ 15,048 | $ 13,734 |
Number of securities in unrealized loss position | Securities | 20 | 35 |
Proceeds from sale of investment in fixed maturity securities | $ 6,000 | $ 5,600 |
Money Market Funds, at Carrying Value | $ 9,100 | |
Investment security maturity date, End | Dec. 31, 2015 | |
Gross realized gains and losses of securities | insignificant | insignificant |
Investments on deposit with the state insurance department | $ 4,000 | |
Time Deposits | $ 9,500 | |
Available-for-sale Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gross realized gains and losses of securities | insignificant |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Amortized Cost | ||
Due in one year or less | $ 5,551 | $ 5,726 |
Due after one year through five years | 22,757 | 12,038 |
Due after five years through ten years | 330 | 330 |
Amortized Cost, Total | 28,638 | 18,094 |
Fair Value | ||
Due in one year or less | 5,554 | 5,722 |
Due after one year through five years | 22,708 | 12,041 |
Due after five years through ten years | 340 | 329 |
Fair Value, Total | $ 28,602 | $ 18,092 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 21,003 | $ 20,890 | $ 20,895 |
Property, Plant and Equipment, Gross | 214,335 | 205,184 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (138,528) | (123,431) | |
Property, Plant and Equipment, Net | 75,807 | 81,753 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 177,823 | 169,682 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 33,137 | 32,132 | |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 3,375 | $ 3,370 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt Instrument (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 22, 2016 | Apr. 16, 2014 | |
Debt Instrument [Line Items] | ||||
Total current portion of long-term debt | $ 55,500,000 | $ 73,125,000 | ||
Total notes | 598,785,000 | 598,628,000 | ||
Long-term credit agreements | 426,250,000 | 481,250,000 | $ 25,000,000 | |
Debt Issuance Costs, Net | (6,663,000) | (8,260,000) | ||
Total long-term debt | 1,018,372,000 | 1,071,618,000 | ||
Current portion of long-term debt | 55,500,000 | 73,125,000 | ||
Total debt | 1,073,872,000 | 1,144,743,000 | ||
Increase (Decrease) in Notes Payable, Current | 500,000 | 0 | ||
5.370% senior notes, Series D, quarterly interest payments, balloon due 2015 | ||||
Debt Instrument [Line Items] | ||||
Current portion of senior notes | $ 25,000,000 | |||
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016 | ||||
Debt Instrument [Line Items] | ||||
Current portion of senior notes | 0 | 25,000,000 | ||
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018 | ||||
Debt Instrument [Line Items] | ||||
Total notes | 100,000,000 | 100,000,000 | ||
4.200% senior notes, semi-annual interest payments, balloon due 2024 | ||||
Debt Instrument [Line Items] | ||||
Total notes | 498,785,000 | 498,628,000 | ||
5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires May 20, 2019 | ||||
Debt Instrument [Line Items] | ||||
Current portion of loan facility | 55,000,000 | 48,125,000 | ||
Long-term credit agreements | 426,250,000 | 481,250,000 | ||
5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires May 20, 2019 | ||||
Debt Instrument [Line Items] | ||||
Long-term credit agreements | 0 | 0 | ||
Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.400% and availability fee up to 0.250%, expires December 31, 2016 | ||||
Debt Instrument [Line Items] | ||||
Long-term credit agreements | $ 0 | $ 0 |
Long-Term Debt - Long-Term De66
Long-Term Debt - Long-Term Debt Instrument (Additional Information) (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 5.66% | 5.66% |
Debt instrument maturity year | 2,016 | 2,016 |
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 4.50% | 4.50% |
Debt instrument maturity year | 2,018 | 2,018 |
4.200% senior notes, semi-annual interest payments, balloon due 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 4.20% | 4.20% |
Debt instrument maturity year | 2,024 | 2,024 |
5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires May 20, 2019 | ||
Debt Instrument [Line Items] | ||
Line of credit facility, expiration period | 5 years | 5 years |
Line of credit facility, expiration date | May 20, 2019 | May 20, 2019 |
5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires May 20, 2019 | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.75% | 1.75% |
5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires May 20, 2019 | ||
Debt Instrument [Line Items] | ||
Line of credit facility, expiration period | 5 years | 5 years |
Line of credit facility, commitment fee percentage | 0.25% | 0.25% |
Line of credit facility, expiration date | May 20, 2019 | May 20, 2019 |
5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires May 20, 2019 | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.50% | 1.50% |
Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.400% and availability fee up to 0.250%, expires December 31, 2016 | ||
Debt Instrument [Line Items] | ||
Line of credit facility, expiration date | Dec. 31, 2016 | Dec. 31, 2016 |
Maximum | Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.400% and availability fee up to 0.250%, expires December 31, 2016 | ||
Debt Instrument [Line Items] | ||
Line of credit facility, commitment fee percentage | 0.25% | 0.25% |
Maximum | Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.400% and availability fee up to 0.250%, expires December 31, 2016 | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.40% | 1.40% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Detail) | Sep. 18, 2014USD ($) | May 20, 2014USD ($)extension | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 22, 2016USD ($) | Jan. 15, 2015USD ($) | Apr. 17, 2014USD ($) | Apr. 16, 2014USD ($) | Apr. 15, 2014USD ($) | Jul. 01, 2013USD ($) | Sep. 15, 2011USD ($) | Feb. 01, 2008USD ($) | Dec. 22, 2006USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, outstanding amount | $ 426,250,000 | $ 481,250,000 | $ 25,000,000 | |||||||||||
Revolving and term loan | 481,300,000 | |||||||||||||
Potential increased in line of credit facility | $ 500,000,000 | |||||||||||||
Unsecured revolving credit facility | 800,000,000 | |||||||||||||
Unsecured term loans | 550,000,000 | |||||||||||||
Proceeds from lines of credit | 0 | 0 | $ 475,000,000 | |||||||||||
Outstanding debt balance | 1,073,872,000 | 1,144,743,000 | ||||||||||||
Senior Notes Due Two Thousand Sixteen [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Current portion of senior notes | $ 25,000,000 | |||||||||||||
5.370% senior notes, Series D, quarterly interest payments, balloon due 2015 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Current portion of senior notes | $ 25,000,000 | |||||||||||||
Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, outstanding amount | 481,300,000 | 529,400,000 | ||||||||||||
Number of extension periods | extension | 2 | |||||||||||||
Extension period | 1 year | |||||||||||||
Unsecured revolving credit facility | $ 1,350,000,000 | |||||||||||||
Unsecured Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument interest rate stated percentage | 4.20% | |||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||||
Debt instrument maturity year | 2,024 | |||||||||||||
Outstanding debt balance | 500,000,000 | |||||||||||||
Wells Fargo [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 0 | |||||||||||||
Debt instrument, maturity date | Dec. 31, 2016 | |||||||||||||
Potential increased in line of credit facility | $ 75,000,000 | |||||||||||||
Unsecured revolving credit facility | 800,000,000 | 800,000,000 | ||||||||||||
Wells Fargo [Member] | Beecher Acquisition | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, outstanding amount | $ 50,000,000 | $ 50,000,000 | ||||||||||||
Wells Fargo [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of Credit Facility Increase in Borrowing Capacity | $ 50,000,000 | |||||||||||||
Line of Credit | Wells Fargo [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Letter of credit usage fee, minimum | 1.00% | |||||||||||||
Letter of credit usage fee, maximum | 1.40% | |||||||||||||
LIBOR below base rate | 1.00% | |||||||||||||
Availability fees, minimum | 0.175% | |||||||||||||
Availability fees, maximum | 0.25% | |||||||||||||
Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, outstanding amount | $ 550,000,000 | |||||||||||||
Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, outstanding amount | $ 475,000,000 | $ 375,000,000 | ||||||||||||
Proceeds from lines of credit | $ 0 | 0 | ||||||||||||
Uncommitted Facility | New Master Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Credit facility, outstanding amount | 0 | |||||||||||||
Master Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unsecured senior notes outstanding | 100,000,000 | |||||||||||||
Master Agreement | Series C | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unsecured senior notes outstanding | $ 25,000,000 | $ 25,000,000 | ||||||||||||
Debt instrument interest rate stated percentage | 5.66% | |||||||||||||
Master Agreement | Series D | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument interest rate stated percentage | 5.37% | |||||||||||||
Master Agreement | Series E | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unsecured senior notes outstanding | $ 100,000,000 | |||||||||||||
Debt instrument interest rate stated percentage | 4.50% | |||||||||||||
New Master Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unsecured senior notes outstanding | $ 1,073,872,000 | $ 1,144,743,000 | ||||||||||||
LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
30-day Adjusted LIBOR Rate | 0.81% | |||||||||||||
Minimum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Facility fee | 0.15% | |||||||||||||
Minimum | LIBOR | Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 1.00% | |||||||||||||
Minimum | LIBOR | Line of Credit | Wells Fargo [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 1.00% | |||||||||||||
Minimum | LIBOR | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 0.85% | |||||||||||||
Maximum | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Facility fee | 0.25% | |||||||||||||
Maximum | LIBOR | Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 1.75% | |||||||||||||
Maximum | LIBOR | Line of Credit | Wells Fargo [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 1.40% | |||||||||||||
Maximum | LIBOR | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, variable interest rate | 1.50% |
Long-Term Debt Details (Details
Long-Term Debt Details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Interest | $ 37,652 | $ 37,542 | $ 25,115 |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 55,500 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 155,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 371,300 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Four | $ 500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | ||||
Liability for Uncertain Tax Positions, Current | $ 86,191 | $ 102,171 | ||
Income Taxes Paid | 143,111,000 | 132,874,000 | $ 118,290,000 | |
Unrecognized Tax Benefits | 750,258 | 583,977 | $ 113,000 | $ 391,000 |
Deferred Tax Liabilities, Property, Plant and Equipment | 6,425,000 | 8,585,000 | ||
deferred profit sharing contingent commissions | $ 10,567,000 | $ 9,767,000 | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 35.00% | 35.00% | 35.00% | |
Current Federal Tax Expense (Benefit) | $ 126,145,000 | $ 118,490,000 | $ 109,893,000 | |
Current State and Local Tax Expense (Benefit) | 21,110,000 | 17,625,000 | 15,482,000 | |
Current Foreign Tax Expense (Benefit) | 590,000 | 430,000 | 109,000 | |
Current Income Tax Expense (Benefit) | 147,845,000 | 136,545,000 | 125,484,000 | |
Deferred Federal Income Tax Expense (Benefit) | 15,551,000 | 18,416,000 | 5,987,000 | |
Deferred State and Local Income Tax Expense (Benefit) | 2,612,000 | 4,280,000 | 1,440,000 | |
Deferred Foreign Income Tax Expense (Benefit) | $ 0 | 0 | (58,000) | |
Deferred Foreign Income Tax Expense (Benefit) | 2,566,000 | |||
Summary of Income Tax Contingencies [Table Text Block] | $ 18,163,000 | 22,696,000 | 7,369,000 | |
Income Tax Expense (Benefit) | $ 166,008,000 | $ 159,241,000 | $ 132,853,000 | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 3.90% | 3.90% | 3.30% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Percent | 0.30% | 0.30% | 0.30% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Percent | 0.30% | 0.30% | 0.40% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent | (0.30%) | 0.10% | 0.10% | |
Effective Income Tax Rate Reconciliation, Percent | 39.20% | 39.60% | 39.10% | |
Deferred Tax Assets Operating Loss Carryforwards Current | $ 10,000 | $ 10,000 | ||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals | 14,032,000 | 14,858,000 | ||
Deferred Tax Assets, Net, Current | 24,609,000 | 24,635,000 | ||
Net Unrealized Holding Gain on Available for Sale Securities | (12,000) | (9,000) | ||
Deferred Tax Liabilities, Goodwill and Intangible Assets | 422,478,000 | 393,251,000 | ||
Non Current Deferred Tax Liability | 428,891,000 | 401,827,000 | ||
Deferred income taxes, net | 382,295,000 | 360,949,000 | ||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Compensation | 44,912,000 | 38,966,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 2,384,000 | 2,518,000 | ||
Deferred Tax Assets, Valuation Allowance | (700,000) | (606,000) | ||
Deferred Tax Assets, Net, Noncurrent | 46,596,000 | 40,878,000 | ||
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 412,000 | 773,000 | $ 0 | |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (41,000) | 0 | (21,000) | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | (205,000) | $ (302,000) | $ (257,000) | |
Operating Loss Carryforwards | 156,435 | |||
Operating Loss Carryforwards State | $ 60,183,125 | |||
Operating Loss Carryforwards, Expiration Date | 2,036 |
Employee Savings Plan (Details)
Employee Savings Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Savings Plan [Abstract] | |||
Compensation and Employee Benefit Plans [Text Block] | Employee Savings Plan The Company has an Employee Savings Plan (401(k)) in which substantially all employees with more than 30 days of service are eligible to participate. Under this plan, Brown & Brown makes matching contributions of up to 4.0% of each participant’s annual compensation. Prior to 2014, the Company’s matching contribution was up to 2.5% of each participant’s annual compensation with a discretionary profit-sharing contribution each year, which equaled 1.5% of each eligible employee’s compensation. The Company’s contributions to the plan totaled $19.3 million in 2016, $17.8 million in 2015, and $15.8 million in 2014. | ||
Service Period Eligible to Participate for Employee Savings Plan | $ 30 | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% | 2.50% | |
Discretionary Profit Sharing Contribution Percentage of Employees Salary | 1.50% | ||
Defined Benefit Plan, Contributions by Employer | $ 19,300,000 | $ 17,800,000 | $ 15,800,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2012 | Jan. 31, 2011 | Jul. 31, 2009 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Apr. 28, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.57 | $ 18.39 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | 269,589 | 470,356 | 622,945 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | 2 years 2 months | 3 years 1 month | 4 years 1 month | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,000 | 164,589 | 316,356 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | ||||||||
MaximumNumberOfSharesAvailableToBeGrantedUnderAwardStockPlan | 14,400,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,174,190 | 0 | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 12,610 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 18.1 | $ 6.8 | $ 8.4 | ||||||||
IncrementalIncreasesInAverageStockPriceFromInitialGrantPrice | 20.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 20 years | 15 years | |||||||||
AttainmentAgeOfStockPlan | attainment of age 64 | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,003,275 | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsDistributedSharesOutstandingNumber | 4,170,915 | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 13.65 | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 25.68 | ||||||||||
PerformanceStockPlan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | 506,422 | 208,889 | 277,009 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (92,517) | (117,528) | (165,647) | ||||||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 4,000 | 0 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 0 | 0 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 0 | 0 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 0 | 0 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (4,000) | 0 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 10.23 | 9.03 | 8.71 | 8.62 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 6.39 | $ 5.55 | $ 16.76 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (506,422) | (208,889) | (277,009) | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (88,517) | (100,110) | (115,630) | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (4,000) | (17,418) | (50,017) | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodSharesNotAwarded | 0 | 0 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 10.52 | $ 9.78 | $ 9.75 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 1,003,275 | 1,602,214 | 1,928,631 | 2,371,287 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 0 | 8,000 | 25,418 | 75,435 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,003,275 | 1,594,214 | 1,903,213 | 2,295,852 | |||||||
Stock Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | (166,884) | 0 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (954,131) | (863,241) | (369,626) | ||||||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 1,431,319 | 0 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 972,099 | 481,166 | 422,572 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 182,653 | 164,646 | 113,088 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 789,446 | 316,520 | 309,484 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 25 | 0 | 0 | ||||||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsGrantedSharesAwardedInPeriod | 0 | 0 | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (1,431,319) | 0 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 29.96 | 28.74 | 28.19 | 27.96 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodUnderIncentiveSubPlan | 2,375,892 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 972,099 | 481,166 | 422,572 | 3,719,974 | 187,040 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 182,653 | 164,646 | 113,088 | 891,399 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 12,627 | 11,682 | 16,860 | 15,700 | 9,870 | 36,919 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,729,566 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 27 | $ 0 | $ 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (166,884) | 0 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (175,788) | (95,542) | (47,915) | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (778,343) | (767,699) | (321,711) | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodSharesNotAwarded | 0 | 0 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 25.34 | $ 26.32 | $ 27.41 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 6,128,056 | 6,276,972 | 6,659,047 | 6,606,101 | |||||||
SharesAvailableForIssuanceUnderStockIncentivePlan | 6,046,768 | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 3,726,762 | 5,146,978 | 5,598,157 | 5,610,384 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 35.52 | $ 32 | $ 31.02 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 2,401,294 | 1,129,994 | 1,060,890 | 995,717 | |||||||
Stock Incentive Plan [Member] | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestingPeriod | 5 years | 5 years | 3 years | 3 years | |||||||
Stock Incentive Plan [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestingPeriod | 7 years | 6 years | 7 years | ||||||||
DecusInsuranceBrokersLimited [Member] | Stock Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodUnderIncentiveSubPlan | 24,670 | 5,205 | |||||||||
Arrowhead General Insurance Agency, Inc. [Member] | Stock Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 814,545 | ||||||||||
Employee Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 17,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 4,680,263 | ||||||||||
EighteenPointFourEightExercisePrice [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.48 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,000 |
Stock Based Compensation Summ72
Stock Based Compensation Summary of PSP Activity (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,003,275 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | ||
Stock Incentive Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 182,653 | 164,646 | 113,088 | 891,399 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 29.96 | 28.74 | 28.19 | 27.96 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 6,128,056 | 6,276,972 | 6,659,047 | 6,606,101 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 2,401,294 | 1,129,994 | 1,060,890 | 995,717 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 3,726,762 | 5,146,978 | 5,598,157 | 5,610,384 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 35.52 | $ 32 | $ 31.02 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 972,099 | 481,166 | 422,572 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 182,653 | 164,646 | 113,088 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 789,446 | 316,520 | 309,484 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 25 | 0 | 0 | ||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsGrantedSharesAwardedInPeriod | 0 | 0 | |||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 1,431,319 | 0 | 0 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (1,431,319) | 0 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 27 | $ 0 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 166,884 | 0 | 0 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | 166,884 | 0 | 0 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodSharesNotAwarded | 0 | 0 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 25.34 | $ 26.32 | $ 27.41 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (954,131) | (863,241) | (369,626) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (175,788) | (95,542) | (47,915) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (778,343) | (767,699) | (321,711) | ||
Time-Based [Member] | Stock Incentive Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 182,653 | 164,646 | 113,088 | ||
Perfomance Based [Member] | Stock Incentive Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 789,446 | 316,520 | 309,484 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | 1,435,319 | 0 | 0 |
Stock Based Compensation Stoc73
Stock Based Compensation Stock Incentive Plan (Details) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Apr. 21, 2000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.48 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,174,190 | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,003,275 | ||||||
PerformanceStockPlan [Member] | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 10.23 | 9.03 | 8.71 | 8.62 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 0 | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 6.39 | $ 5.55 | $ 16.76 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 10.52 | $ 9.78 | $ 9.75 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 1,003,275 | 1,602,214 | 1,928,631 | 2,371,287 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | ||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 4,000 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (4,000) | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 506,422 | 208,889 | 277,009 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (92,517) | (117,528) | (165,647) | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,003,275 | 1,594,214 | 1,903,213 | 2,295,852 | |||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 0 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | (506,422) | (208,889) | (277,009) | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (88,517) | (100,110) | (115,630) | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 0 | 8,000 | 25,418 | 75,435 | |||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 0 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodSharesNotAwarded | 0 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (4,000) | (17,418) | (50,017) | ||||
Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 972,099 | 481,166 | 422,572 | 3,719,974 | 187,040 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 29.96 | 28.74 | 28.19 | 27.96 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 35.52 | $ 32 | $ 31.02 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 25 | 0 | 0 | ||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsGrantedSharesAwardedInPeriod | 0 | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 27 | $ 0 | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 25.34 | $ 26.32 | $ 27.41 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 6,128,056 | 6,276,972 | 6,659,047 | 6,606,101 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 972,099 | 481,166 | 422,572 | ||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 1,431,319 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (1,431,319) | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 166,884 | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (954,131) | (863,241) | (369,626) | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 2,401,294 | 1,129,994 | 1,060,890 | 995,717 | |||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 182,653 | 164,646 | 113,088 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | 166,884 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (175,788) | (95,542) | (47,915) | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 3,726,762 | 5,146,978 | 5,598,157 | 5,610,384 | |||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 789,446 | 316,520 | 309,484 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodSharesNotAwarded | 0 | 0 | 0 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (778,343) | (767,699) | (321,711) | ||||
Incentive Stock Option Plan [Member] | Maximum [Member] | |||||||
Shares held in Employee Stock Option Plan, Suspense Shares | 4,800,000 | ||||||
EighteenPointFourEightExercisePrice [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.48 |
Stock Based Compensation Non Ca
Stock Based Compensation Non Cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The non-cash stock-based compensation expense for the years ended December 31 is as follows: (in thousands) 2016 2015 2014 Stock Incentive Plan $ 11,049 $ 11,111 $ 14,447 Employee Stock Purchase Plan 3,698 3,430 2,425 Performance Stock Plan 1,305 972 2,354 Incentive Stock Option Plan — — 137 Total $ 16,052 $ 15,513 $ 19,363 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 16,052 | $ 15,513 | $ 19,363 |
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 11,049 | 11,111 | 14,447 |
PerformanceStockPlan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 1,305 | 972 | 2,354 |
Incentive Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 0 | 0 | 137 |
Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 3,698 | $ 3,430 | $ 2,425 |
Stock Based Compensation Share
Stock Based Compensation Share Based Compensation Shares Authorized under Stock Option Plans, Exercise Price Range (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | 269,589 | 470,356 | 622,945 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | 2 years 2 months | 3 years 1 month | 4 years 1 month |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.57 | $ 18.39 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,000 | 164,589 | 316,356 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.48 | |
EighteenPointFourEightExercisePrice [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Investment Options, Exercise Price | $ 18.48 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.48 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.48 | |||
PerformanceStockPlan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 10.23 | 9.03 | 8.71 | 8.62 |
Stock Based Compensation Summ76
Stock Based Compensation Summary of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | 269,589 | 470,356 | 622,945 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.57 | $ 18.39 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | 2 years 2 months | 3 years 1 month | 4 years 1 month |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 4,616 | $ 2,395 | $ 5,087 | $ 7,289 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 64,589 | 151,767 | 106,589 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.48 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 30,000 | 49,000 | 46,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 18.48 | $ 19.36 | $ 18 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | 0 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0 | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 18.48 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 4,616 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,000 | 164,589 | 316,356 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.48 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 2 months | 2 years 2 months | 3 years 2 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 4,616 | $ 2,241 | $ 4,565 | |
EighteenPointFourEightExercisePrice [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Investment Options, Exercise Price | $ 18.48 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.48 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.48 | |||
Stock Incentive Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (1,431,319) | 0 | 0 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 182,653 | 164,646 | 113,088 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 972,099 | 481,166 | 422,572 |
Stock Based Compensation Employ
Stock Based Compensation Employee Stock Purchase Plan Details (Details) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Aug. 31, 2013 | Jul. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 10.00% | ||||||||
Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,729,566 | ||||||||
Employee Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 4,680,263 | ||||||||
ThresholdPeriodWorkedPerWeekByEmployees | 20 | ||||||||
AllottedValueMaximum | $ 25,000 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSubscriptionPeriodBeginning | August 1 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSubscriptionPeriodEnding | July 31 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentOfMarketPrice | 15.00% | ||||||||
ValueOfOneYearStockOptionPercentage | 85.00% | ||||||||
EstimatedFairValuePerShareOption | $ 7.61 | $ 6.43 | $ 6.39 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 514,665 | 539,389 | 512,521 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedAggregatePurchaseValue | $ 15,000,000 | $ 14,400,000 | $ 13,400,000 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedAggregatePurchasePricePerShare | $ 29.23 | $ 26.62 | $ 26.16 | ||||||
Shares held in Employee Stock Option Plan, Suspense Shares | 247,023 | 231,803 | 235,794 | ||||||
CashReceivedFromProceedsByParticipants | $ 7,700,000 | $ 6,800,000 | $ 6,300,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 17,000,000 |
Stock Based Compensation Incent
Stock Based Compensation Incentive Stock Option Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 21, 2000 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1 | $ 2.2 | $ 1.3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |||
PerformanceStockPlan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (4,000) | 0 | 0 | |
Incentive Stock Option Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
PercentageOfPreTaxIncome | 15.00% | |||
Incentive Stock Option Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestingPeriod | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 6 years | |||
Shares held in Employee Stock Option Plan, Suspense Shares | 4,800,000 | |||
Incentive Stock Option Plan [Member] | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestingPeriod | 1 year | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Stock Based Compensation Unreco
Stock Based Compensation Unrecognized Compensation Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 92.1 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 4 months |
Stock Based Compensation Detail
Stock Based Compensation Details (Details) | Dec. 31, 2016shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
MaximumNumberOfSharesAvailableToBeGrantedUnderAwardStockPlan | 14,400,000 |
Stock Based Compensation Schedu
Stock Based Compensation Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 16,052 | $ 15,513 | $ 19,363 |
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 11,049 | 11,111 | 14,447 |
PerformanceStockPlan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 1,305 | 972 | 2,354 |
Incentive Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 0 | $ 0 | $ 137 |
Stock Based Compensation Sche82
Stock Based Compensation Schedule of Share Based Compensation, Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 31, 2012 | Jan. 31, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Apr. 28, 2010 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,174,190 | 0 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,003,275 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 175,000 | 269,589 | 470,356 | 622,945 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.57 | $ 18.39 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | 2 years 2 months | 3 years 1 month | 4 years 1 month | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 4,616 | $ 2,395 | $ 5,087 | $ 7,289 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 0 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (64,589) | (151,767) | (106,589) | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.48 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (30,000) | (49,000) | (46,000) | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 18.48 | $ 19.36 | $ 18 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | 0 | 0 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0 | $ 0 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 175,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 18.48 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 2 months | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 4,616 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,000 | 164,589 | 316,356 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 18.48 | $ 18.48 | $ 18.48 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 2 months | 2 years 2 months | 3 years 2 months | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 4,616 | $ 2,241 | $ 4,565 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 12,610 | |||||||||
Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (1,431,319) | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 972,099 | 481,166 | 422,572 | 3,719,974 | 187,040 | |||||
SharesAvailableForIssuanceUnderStockIncentivePlan | 6,046,768 | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 6,128,056 | 6,276,972 | 6,659,047 | 6,606,101 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 35.52 | $ 32 | $ 31.02 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 2,401,294 | 1,129,994 | 1,060,890 | 995,717 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 3,726,762 | 5,146,978 | 5,598,157 | 5,610,384 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 972,099 | 481,166 | 422,572 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 182,653 | 164,646 | 113,088 | 891,399 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 789,446 | 316,520 | 309,484 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 12,627 | 11,682 | 16,860 | 15,700 | 9,870 | 36,919 | ||||
PerformanceStockPlan [Member] | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (4,000) | 0 | 0 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 1,003,275 | 1,602,214 | 1,928,631 | 2,371,287 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 0 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,003,275 | 1,594,214 | 1,903,213 | 2,295,852 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 0 | 8,000 | 25,418 | 75,435 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 0 | 0 | 0 | |||||||
Minimum [Member] | Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestingPeriod | 5 years | 5 years | 3 years | 3 years | ||||||
Perfomance Based [Member] | Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | 1,435,319 | 0 | 0 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 789,446 | 316,520 | 309,484 |
Supplemental Disclosures of C83
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities - Significant Non-Cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | |||
Change in Cash and Cash Equivalents due to reclass from Restricted Cash | $ 33,000 | $ 32,200 | |
Cash paid during the period for: | |||
Interest | $ 37,652 | 37,542 | 25,115 |
Income taxes | 143,111 | 132,874 | 118,290 |
Significant non-cash investing and financing activities | |||
Other payables issued for purchased customer accounts | 10,664 | 10,029 | 1,930 |
Estimated acquisition earn-out payables and related charges | 4,463 | 36,899 | 33,229 |
Notes Assumed | 492 | 0 | 0 |
Notes received on the sale of fixed assets and customer accounts | $ 22 | $ 7,755 | $ 6,340 |
Commitments and Contingencies84
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense | $ 49,300 | $ 46,000 | $ 49,000 |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 42,727 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 39,505 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 34,277 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 29,393 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 22,222 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 45,036 | ||
Operating Leases, Future Minimum Payments Due | $ 213,160 |
Quarterly Operating Results (De
Quarterly Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 433,664 | $ 462,274 | $ 446,518 | $ 424,173 | $ 404,597 | $ 432,167 | $ 419,447 | $ 404,298 | $ 1,766,629 | $ 1,660,509 | $ 1,575,796 |
Operating Expenses | 338,763 | 345,302 | 337,441 | 321,624 | 309,560 | 319,337 | 318,533 | 310,520 | 1,343,130 | 1,257,950 | 1,236,047 |
Income before income taxes | 94,901 | 116,972 | 109,077 | 102,549 | 95,037 | 112,830 | 100,914 | 93,778 | 423,499 | 402,559 | 339,749 |
Net Income (Loss) Attributable to Parent | $ 57,626 | $ 71,545 | $ 66,250 | $ 62,070 | $ 57,935 | $ 67,427 | $ 61,005 | $ 56,951 | $ 257,491 | $ 243,318 | $ 206,896 |
Earnings Per Share, Basic | $ 0.0041 | $ 0.0051 | $ 0.0047 | $ 0.0045 | $ 0.0041 | $ 0.0048 | $ 0.0043 | $ 0.0040 | $ 1.84 | $ 1.72 | $ 1.43 |
Diluted (in dollars per share) | $ 0.0041 | $ 0.0050 | $ 0.0047 | $ 0.0044 | $ 0.0041 | $ 0.0047 | $ 0.0043 | $ 0.0039 | $ 1.82 | $ 1.70 | $ 1.41 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | Segment | 4 | ||||||||||
Total revenues | $ 433,664 | $ 462,274 | $ 446,518 | $ 424,173 | $ 404,597 | $ 432,167 | $ 419,447 | $ 404,298 | $ 1,766,629 | $ 1,660,509 | $ 1,575,796 |
London, Bermuda and Cayman Islands | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 14,500 | $ 13,400 | $ 13,300 |
Segment Information - Summarize
Segment Information - Summarized Financial Information Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 433,664 | $ 462,274 | $ 446,518 | $ 424,173 | $ 404,597 | $ 432,167 | $ 419,447 | $ 404,298 | $ 1,766,629 | $ 1,660,509 | $ 1,575,796 |
Investment income | 1,456 | 1,004 | 747 | ||||||||
Amortization | 86,663 | 87,421 | 82,941 | ||||||||
Depreciation | 21,003 | 20,890 | 20,895 | ||||||||
Interest expense | 39,481 | 39,248 | 28,408 | ||||||||
Income before income taxes | 94,901 | $ 116,972 | $ 109,077 | $ 102,549 | 95,037 | $ 112,830 | $ 100,914 | $ 93,778 | 423,499 | 402,559 | 339,749 |
Total assets | 5,287,343 | 5,004,479 | 5,287,343 | 5,004,479 | 4,946,560 | ||||||
Capital expenditures | 17,765 | 18,375 | 24,923 | ||||||||
Operating Segments | Retail | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 917,406 | 870,346 | 823,686 | ||||||||
Investment income | 37 | 87 | 67 | ||||||||
Amortization | 43,447 | 45,145 | 42,935 | ||||||||
Depreciation | 6,191 | 6,558 | 6,449 | ||||||||
Interest expense | 38,216 | 41,036 | 43,502 | ||||||||
Income before income taxes | 188,001 | 181,938 | 157,491 | ||||||||
Total assets | 3,854,393 | 3,507,476 | 3,854,393 | 3,507,476 | 3,229,484 | ||||||
Capital expenditures | 5,951 | 6,797 | 6,873 | ||||||||
Operating Segments | National Programs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 448,516 | 428,734 | 404,239 | ||||||||
Investment income | 628 | 210 | 164 | ||||||||
Amortization | 27,920 | 28,479 | 25,129 | ||||||||
Depreciation | 7,868 | 7,250 | 7,805 | ||||||||
Interest expense | 45,738 | 55,705 | 49,663 | ||||||||
Income before income taxes | 91,762 | 67,673 | 73,178 | ||||||||
Total assets | 2,711,378 | 2,505,752 | 2,711,378 | 2,505,752 | 2,455,749 | ||||||
Capital expenditures | 6,977 | 6,001 | 14,133 | ||||||||
Operating Segments | Wholesale Brokerage | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 243,103 | 216,996 | 211,911 | ||||||||
Investment income | 4 | 150 | 26 | ||||||||
Amortization | 10,801 | 9,739 | 10,703 | ||||||||
Depreciation | 1,975 | 2,142 | 2,470 | ||||||||
Interest expense | 3,976 | 891 | 1,294 | ||||||||
Income before income taxes | 62,623 | 64,708 | 8,276 | ||||||||
Total assets | 1,108,829 | 895,782 | 1,108,829 | 895,782 | 857,804 | ||||||
Capital expenditures | 1,301 | 3,084 | 1,526 | ||||||||
Operating Segments | Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 156,365 | 145,365 | 136,558 | ||||||||
Investment income | 283 | 42 | 3 | ||||||||
Amortization | 4,485 | 4,019 | 4,135 | ||||||||
Depreciation | 1,881 | 1,988 | 2,213 | ||||||||
Interest expense | 4,950 | 5,970 | 7,678 | ||||||||
Income before income taxes | 24,338 | 19,713 | 17,870 | ||||||||
Total assets | 371,645 | 285,459 | 371,645 | 285,459 | 296,034 | ||||||
Capital expenditures | 656 | 1,088 | 1,210 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 1,239 | (932) | (598) | ||||||||
Investment income | 504 | 515 | 487 | ||||||||
Amortization | 10 | 39 | 39 | ||||||||
Depreciation | 3,088 | 2,952 | 1,958 | ||||||||
Interest expense | (53,399) | (64,354) | (73,729) | ||||||||
Income before income taxes | 56,775 | 68,527 | 82,934 | ||||||||
Total assets | $ (2,758,902) | $ (2,189,990) | (2,758,902) | (2,189,990) | (1,892,511) | ||||||
Capital expenditures | $ 2,880 | $ 1,405 | $ 1,181 |
Losses and Loss Adjustment Re88
Losses and Loss Adjustment Reserve - Effects of Reinsurance on Premiums Written and Earned (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Written | ||
Direct premiums | $ 591,142 | $ 599,828 |
Assumed premiums | 0 | 0 |
Ceded premiums | 591,124 | 599,807 |
Net premiums | 18 | 21 |
Earned | ||
Direct premiums | 592,123 | 610,753 |
Assumed premiums | 0 | 18 |
Ceded premiums | 592,105 | 610,750 |
Net premiums | $ 18 | $ 21 |
Losses and Loss Adjustment Re89
Losses and Loss Adjustment Reserve - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2016USD ($)Reinsurer | Dec. 31, 2015USD ($) | |
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | ||
Ceded rate of premiums under insurance program | 100.00% | |
Premiums written net | $ 591,124,000 | $ 599,807,000 |
Reinsurance Recoverables on Unpaid Losses, Gross | 78,100,000 | 32,000,000 |
Prepaid reinsurance premiums | 308,661,000 | 309,643,000 |
Increase (Decrease) in Loss and Loss Adjustment Expense Reserve | 0 | |
Reserve For Losses And Loss Adjustment Expenses For Reinsurance Liability | $ 78,100,000 | 32,000,000 |
Number of reinsurers | Reinsurer | 2 | |
Homeowners | ||
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | ||
Reinsurance Recoverables on Unpaid Losses, Gross | $ 5,262 | |
Private Passenger Auto Liability | ||
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | ||
Reinsurance Recoverables on Unpaid Losses, Gross | 0 | |
Other Liability | ||
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | ||
Reinsurance Recoverables on Unpaid Losses, Gross | $ 95 | |
Wright National Flood Insurance Company [Member] | ||
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | ||
Ceded rate of premiums under insurance program | 100.00% | |
Percentage of reinsurance recoverables allowance | 30.90% | |
Premiums written net | $ 589,492,000 | 598,402,000 |
Wright National Flood Insurance Company [Member] | Quota Share Agreement | ||
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | ||
Effective cedes rate under quota share agreement | 100.00% | |
Commission rate, percent of ceded written premiums | 30.50% | |
Wright National Flood Insurance Company [Member] | Quota Share Agreement | Reinsurer Concentration Risk [Member] | ||
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | ||
Ceded amount | $ 1,600,000 | $ 1,400,000 |
Statutory Financial Informati90
Statutory Financial Information - Additional Information (Detail) - Wright Flood - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statutory Accounting Practices [Line Items] | ||
Statutory capital and surplus required | $ 7,500,000 | |
Statutory capital and surplus | 23,500,000 | $ 15,100,000 |
Statutory net Income | $ 8,200,000 | $ 4,100,000 |
Subsidiary Dividend Restricti91
Subsidiary Dividend Restrictions - Additional Information (Detail) - Wright Flood - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Dividend Restrictions [Line Items] | ||
Dividend rate as a percentage of net income | 100.00% | |
Ordinary dividends payment description | The maximum amount of ordinary dividends that Wright Flood can pay to shareholders in a rolling twelve month period is limited to the greater of 10% of statutory adjusted capital and surplus as shown on Wright Flood’s last annual statement on file with the superintendent of the Texas Department of Insurance or 100% of adjusted net income. | |
Scenario, Forecast | ||
Dividend Restrictions [Line Items] | ||
Maximum dividend payout that may be made without prior approval | $ 8.2 | |
Maximum | ||
Dividend Restrictions [Line Items] | ||
Dividend rate as a percentage of net income | 10.00% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Sep. 02, 2014 | Dec. 31, 2016 | Jan. 06, 2016 | Dec. 31, 2015 | Nov. 11, 2015 | Aug. 11, 2015 | Jul. 20, 2015 | Mar. 05, 2015 | Jun. 30, 2014 |
Accelerated Share Repurchases [Line Items] | |||||||||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | $ 375,000,000 | $ 400,000,000 | $ 25,000,000 | |||||
Shares repurchased, aggregate repurchase amount | $ (75,000,000) | ||||||||
Treasury stock shares (in shares) | 8,003,000 | 363,209 | 7,430,000 | 3,059,629 | |||||
Fair value of common stock repurchased | $ 257,683,000 | $ 238,775,000 | |||||||
Accelerated Share Repurchase Agreement | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Shares repurchased, aggregate repurchase amount | $ 50,000,000 | ||||||||
Total number of shares repurchased (in shares) | 1,539,760 | ||||||||
Second Accelerated Share Repurchase Agreement | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Shares repurchased, aggregate repurchase amount | $ 100,000,000 | ||||||||
Treasury stock shares (in shares) | 391,637 | 2,667,992 | |||||||
Fair value of common stock repurchased | $ 85,000,000 | ||||||||
Third Accelerated Share Repurchase Agreement [Member] | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Treasury stock shares (in shares) | 1,985,981 | ||||||||
Fair value of common stock repurchased | $ 63,750,000 |
Shareholders' Equity Repurchase
Shareholders' Equity Repurchase Program (Details) - USD ($) | Dec. 31, 2016 | Nov. 04, 2016 | Jan. 06, 2016 | Dec. 31, 2015 | Nov. 11, 2015 | Aug. 11, 2015 | Jul. 20, 2015 | Jul. 21, 2014 | Jun. 30, 2014 |
Accelerated Share Repurchases [Line Items] | |||||||||
Treasury Stock, Shares | 8,003,000 | 363,209 | 7,430,000 | 3,059,629 | |||||
Treasury Stock, Value | $ 257,683,000 | $ 238,775,000 | |||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 50,000,000 | ||||||||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | $ 375,000,000 | $ 400,000,000 | $ 25,000,000 | |||||
Maximum | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Stock Repurchase Program, Authorized Amount | $ 450,000,000 | $ 200,000,000 | |||||||
Fourth Accelerated Share Repurchase Agreement [Member] [Member] | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Treasury Stock, Shares | 209,618 | ||||||||
Treasury Stock, Value | $ 0 | ||||||||
Stock Repurchase Program, Authorized Amount | $ 0 | ||||||||
Third Accelerated Share Repurchase Agreement [Member] | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Treasury Stock, Shares | 1,985,981 | ||||||||
Treasury Stock, Value | $ 63,750,000 |
Fixed Income Securities (Detail
Fixed Income Securities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Schedule of Available-for-sale Securities [Line Items] | |
Proceeds from Sale of Short-term Investments | $ 1.7 |