Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Feb. 21, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 279,701,832 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Public Float | $ 6,377,992,646 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES | |||
Commissions and fees | $ 2,009,857 | $ 1,857,270 | $ 1,762,787 |
Investment income | 2,746 | 1,626 | 1,456 |
Other income, net | 1,643 | 22,451 | 2,386 |
Total revenues | 2,014,246 | 1,881,347 | 1,766,629 |
EXPENSES | |||
Employee compensation and benefits | 1,068,914 | 994,652 | 925,217 |
Non-cash stock-based compensation | 33,519 | 30,631 | 16,052 |
Other operating expenses | 332,118 | 283,470 | 262,872 |
(Gain)/loss on disposal | (2,175) | (2,157) | (1,291) |
Amortization | 86,544 | 85,446 | 86,663 |
Depreciation | 22,834 | 22,698 | 21,003 |
Interest | 40,580 | 38,316 | 39,481 |
Change in estimated acquisition earn-out payables | 2,969 | 9,200 | 9,185 |
Total expenses | 1,551,784 | 1,431,625 | 1,343,130 |
Income before income taxes | 462,462 | 449,722 | 423,499 |
Income taxes | 118,207 | 50,092 | 166,008 |
Net income | $ 344,255 | $ 399,630 | $ 257,491 |
Net income per share: | |||
Basic (in dollars per share) | $ 1.24 | $ 1.43 | $ 0.92 |
Diluted (in dollars per share) | 1.22 | 1.40 | 0.91 |
Dividends declared per share (in dollars per share) | $ 0.31 | $ 0.28 | $ 0.25 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 438,961 | $ 573,383 |
Restricted cash and investments | 338,635 | 250,705 |
Short-term investments | 12,868 | 24,965 |
Premiums, commissions and fees receivable | 844,815 | 546,402 |
Reinsurance recoverable | 65,396 | 477,820 |
Prepaid reinsurance premiums | 337,920 | 321,017 |
Other current assets | 128,716 | 47,864 |
Total current assets | 2,167,311 | 2,242,156 |
Fixed assets, net | 100,395 | 77,086 |
Goodwill | 3,432,786 | 2,716,079 |
Amortizable intangible assets, net | 898,807 | 641,005 |
Investments | 17,394 | 13,949 |
Other assets | 71,975 | 57,275 |
Total assets | 6,688,668 | 5,747,550 |
Current Liabilities: | ||
Premiums payable to insurance companies | 857,559 | 685,163 |
Losses and loss adjustment reserve | 65,212 | 476,721 |
Unearned premiums | 337,920 | 321,017 |
Premium deposits and credits due customers | 105,640 | 91,648 |
Accounts payable | 87,345 | 64,177 |
Accrued expenses and other liabilities | 279,310 | 228,748 |
Current portion of long-term debt | 50,000 | 120,000 |
Total current liabilities | 1,782,986 | 1,987,474 |
Long-term debt less unamortized discount and debt issuance costs | 1,456,990 | 856,141 |
Deferred income taxes, net | 315,732 | 256,185 |
Other liabilities | 132,392 | 65,051 |
Shareholders’ Equity: | ||
Common stock, par value $0.10 per share; authorized 560,000 shares; issued 293,380 shares and outstanding 279,583 shares at 2018, issued 286,929 shares and outstanding 276,210 shares at 2017 - in thousands. 2017 share amounts reflect the 2-for-1 stock split effective March 28, 2018 | 29,338 | 28,689 |
Additional paid-in capital | 615,180 | 483,733 |
Treasury stock, at cost at 13,797 and 10,719 shares at 2018 and 2017, respectively - in thousands | (477,572) | (386,322) |
Retained earnings | 2,833,622 | 2,456,599 |
Total shareholders’ equity | 3,000,568 | 2,582,699 |
Total liabilities and shareholders’ equity | $ 6,688,668 | $ 5,747,550 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Short-term Investments | $ 12,868 | $ 24,965 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 560,000,000 | 560,000,000 |
Common stock, shares issued (in shares) | 293,379,702 | 286,929,229 |
Common Stock, Shares, Outstanding | 279,583,006 | 276,210,910 |
Treasury stock shares (in shares) | 13,796,696 | 10,718,319 |
Tax effect of accumulated other comprehensive income | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Document Period End Date | Dec. 31, 2018 | |||
Cash, Cash Equivalents and Restricted Cash | $ 777,596 | $ 824,088 | $ 781,283 | $ 673,173 |
Cash flows from operating activities: | ||||
Net income | 344,255 | 399,630 | 257,491 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Amortization | 86,544 | 85,446 | 86,663 | |
Depreciation | 22,834 | 22,698 | 21,003 | |
Share-based Compensation | 33,519 | 30,631 | 16,052 | |
Change in estimated acquisition earn-out payables | 2,969 | 9,200 | 9,185 | |
Deferred income taxes | 15,008 | (102,183) | 18,163 | |
Amortization of debt discount and disposal of deferred financing costs | 1,627 | 1,840 | 1,762 | |
Accretion (Amortization) of Discounts and Premiums, Investments | (10) | (22) | (39) | |
Income tax benefit from exercise of shares from the stock benefit plans | 0 | 0 | (7,346) | |
Payments On Acquisition Earn Outs In Excess Of Original Estimated Payables | (12,538) | (14,501) | (3,904) | |
(Gain)/loss on sales of investments, fixed assets and customer accounts | (1,934) | (1,841) | 596 | |
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: | ||||
Premiums, commissions and fees receivable (increase) decrease | (93,630) | (43,306) | (63,550) | |
Reinsurance recoverables (increase) decrease | 412,424 | (399,737) | (46,115) | |
Prepaid reinsurance premiums (increase) decrease | (16,903) | (12,356) | 982 | |
Other assets (increase) decrease | (22,440) | (9,747) | (4,718) | |
Premiums payable to insurance companies (increase) decrease | 141,169 | 37,380 | 66,084 | |
Premium deposits and credits due customers increase (decrease) | 13,792 | 7,750 | 527 | |
Losses and loss adjustment reserve increase (decrease) | (411,509) | 398,638 | 46,115 | |
Unearned premiums increase (decrease) | 16,903 | 12,356 | (982) | |
Accounts payable increase (decrease) | 21,880 | 26,798 | 30,174 | |
Accrued expenses and other liabilities increase (decrease) | 22,801 | 25,509 | 8,670 | |
Other liabilities increase (decrease) | (9,232) | (32,252) | (25,849) | |
Net cash provided by operating activities | 567,529 | 441,975 | 411,042 | |
Cash flows from investing activities: | ||||
Additions to fixed assets | (41,520) | (24,192) | (17,765) | |
Payments for businesses acquired, net of cash acquired | (923,874) | (41,471) | (122,622) | |
Proceeds from sales of fixed assets and customer accounts | 4,984 | 4,094 | 4,957 | |
Purchases of investments | (9,284) | (10,665) | (25,872) | |
Proceeds from Sale, Maturity and Collection of Investments | 17,923 | 9,644 | 18,890 | |
Net cash used in investing activities | (951,771) | (62,590) | (142,412) | |
Cash flows from financing activities: | ||||
Payments on acquisition earn-outs | (14,059) | (29,265) | (24,309) | |
Proceeds from Issuance of Long-term Debt | 300,000 | 0 | 0 | |
Payments on long-term debt | (120,000) | (96,750) | (73,125) | |
Income tax benefit from exercise of shares from the stock benefit plans | 0 | 0 | 7,346 | |
Issuances of common stock for employee stock benefit plans | 19,432 | 17,422 | 15,983 | |
Repurchase of stock benefit plan shares for employees to fund tax withholdings | (12,155) | (7,565) | (8,495) | |
Purchase of treasury stock | (91,250) | (128,639) | (18,908) | |
Settlement (prepayment) of accelerated share repurchase program | (8,750) | (11,250) | (11,250) | |
Cash dividends paid | (84,690) | (77,712) | (70,262) | |
Net cash provided by (used in) financing activities | 337,750 | (336,580) | (160,520) | |
Payments of Debt Issuance Costs | (778) | (2,821) | ||
Net increase (decrease) in cash and cash equivalents inclusive of restricted cash | (46,492) | 42,805 | 108,110 | |
Proceeds from Lines of Credit | 600,000 | 0 | 0 | |
Repayments of Lines of Credit | $ 250,000 | $ 0 | $ 0 |
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 | 282,077 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2015 | $ 2,149,776 | $ 28,209 | $ 412,931 | $ (238,775) | $ 1,947,411 |
Common Stock Issued to Directors | 500,000 | 4,000 | 496,000 | ||
Dividends, Cash | $ (70,262) | (70,262) | |||
Net Income (Loss) Attributable to Parent | 257,491 | 257,491 | |||
Stock Issued During Period, Value, Employee Benefit Plan | 3,350 | ||||
Stock Issued During Period, Value, Employee Benefit Plan | 23,018 | $ 334 | $ 22,684 | ||
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 | 34 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2016 | $ 2,360,211 | $ 28,547 | $ 454,707 | (257,683) | 2,134,640 |
Common Stock, Shares, Outstanding | 285,461 | ||||
Common Stock Issued to Directors | 500,000 | 2,000 | 498,000 | ||
Dividends, Cash | $ (77,712) | (77,712) | |||
Net Income (Loss) Attributable to Parent | 399,630 | 399,630 | |||
Stock Issued During Period, Value, Employee Benefit Plan | 1,412 | ||||
Stock Issued During Period, Value, Employee Benefit Plan | 39,965 | $ 140 | $ 39,825 | ||
Treasury Stock, Value, Acquired, Cost Method | (139,889) | (11,250) | (128,639) | ||
Common Stock Issued to Directors Shares | 22 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2017 | 2,582,699 | $ 28,689 | 483,733 | (386,322) | 2,456,599 |
Stockholders' Equity Attributable to Parent (Accounting Standards Update 2014-09 [Member]) at Dec. 31, 2017 | $ 2,700,214 | $ 28,689 | 483,733 | (386,322) | 2,574,114 |
Cumulative Effect of New Accounting Principle in Period of Adoption | Accounting Standards Update 2014-09 [Member] | 117,515 | ||||
Common Stock, Shares, Outstanding | 276,210,910 | 286,895 | |||
Common Stock, Shares, Outstanding | Accounting Standards Update 2014-09 [Member] | 286,895 | ||||
Net Unrealized Holding Gain on Available for Sale Securities | $ (6) | $ (47) | 41 | ||
Common Stock Issued to Directors | 700,000 | 1,000 | 699,000 | ||
Dividends, Cash | $ (84,690) | (84,690) | |||
Net Income (Loss) Attributable to Parent | 344,255 | 344,255 | |||
Stock Issued During Period, Value, Employee Benefit Plan | 3,096 | ||||
Stock Issued During Period, Value, Employee Benefit Plan | 40,167 | $ 310 | $ 39,857 | ||
Stock Issued During Period, Shares, Acquisitions | 3,376 | ||||
Stock Issued During Period, Value, Acquisitions | 100,000 | $ 338 | 99,662 | ||
Treasury Stock, Value, Acquired, Cost Method | (100,000) | (8,750) | (91,250) | ||
Common Stock Issued to Directors Shares | 13 | ||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2018 | $ 3,000,568 | $ 29,338 | 615,180 | $ (477,572) | 2,833,622 |
Common Stock, Shares, Outstanding | 279,583,006 | 293,380 | |||
Net Unrealized Holding Gain on Available for Sale Securities | $ (78) | $ (21) | $ (57) |
Shareholders Equity (Parentheti
Shareholders Equity (Parenthetical) Statement - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.0031 | $ 0.0028 | $ 0.0025 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Significant Accounting Policies [Text Block] | NOTE 1· 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, casualty and employee benefits areas. 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 and quasi-public entities, 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 a nationwide network of independent agents, including Brown & Brown retail agents; the Wholesale Brokerage Segment markets and sells excess and surplus commercial insurance, primarily through a nationwide network of 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 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 with initial maturities greater than one year. In July 2018, the FASB also issued ASU 2018-10 and ASU 2018-11 related to Topic 842. ASU 2018-10 narrows certain aspects of the guidance issued in the amendments within ASU 2016-02. ASU 2018-11 provides entities with an additional transition method to adopt ASU 2016-02. Under this new transition method, at the adoption date, a company shall recognize a cumulative-effect adjustment to the opening balance of retained earnings. ASU 2016-02, along with ASU 2018-10 and ASU 2018-11, 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 expected to be the present value of the remaining lease payments and will 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. The Company plans to adopt Topic 842 under the transition method provided by ASU 2018-11. The undiscounted contractual cash payments remaining on leased properties were $213.2 million as of December 31, 2016, $210.4 million as of December 31, 2017 and $210.0 million as of December 31, 2018 as detailed in Note 14 “Commitments and Contingencies.” In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of this pronouncement. Recently Adopted Accounting Standards 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. ASU 2016-18 is effective for periods beginning after December 15, 2017. However, the Company elected to early adopt for the reporting period beginning January 1, 2017 under the full retrospective approach for all periods presented. With the adoption of ASU 2016-18, the change in restricted cash is no longer reflected as a change in operating assets and liabilities, and the Statement of Cash Flows details the changes in the balance of cash and cash equivalents inclusive of restricted cash. Net cash provided by operating activities for the year ended December 31, 2016 were previously reported as $375.2 million . With the retrospective adoption, the net cash provided by operating activities for the year ended December 31, 2016 is now reported as $411.0 million . The Company reflects cash collected from customers that is payable to insurance companies as restricted cash if segregation of this cash is required by the state of domicile for the office conducting this transaction or if required by contract with the relevant insurance company providing coverage. Cash collected from customers that is payable to insurance companies is reported in cash and cash equivalents if no such restriction is required. 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 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 with early adoption permitted. The Company adopted ASU 2016-15 effective January 1, 2018 and has determined there is no impact on the Company’s Statement of Cash Flows. The Company already presented 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 this ASU. 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 adopted the guidance on January 1, 2017, as required. Prior periods have not been adjusted, as the guidance was adopted prospectively. The principal impact is that the tax benefit or expense from stock compensation is now presented in the income tax line of the Statement of Income, whereas the prior treatment was to present this amount as a component of equity on the Balance Sheet. In addition, the tax benefit or expense is now presented as activity in Cash Flow from Operating Activity, rather than the prior presentation as Cash Flow from Financing Activity in the Statement of Cash Flows. The Company also continues 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. The Company adopted ASU 2016-08 effective contemporaneously with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 was limited to the claims administering activities of one of our businesses within our Services Segment and therefore was not material to the net income of the Company. 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 adopted the guidance on January 1, 2017, as required and prior period have been adjusted to reflect this adoption. This reclassification occurred prior to the passage of the Tax Cuts and Jobs Act of 2017, which had a material impact on the value of deferred tax items. See Note 10 “Income Taxes” for more information. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), which provides guidance for revenue recognition. Topic 606 affects any entity that either enters into contracts with customers to transfer goods or services. It supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company should 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. Effective as of January 1, 2018, the Company adopted ASU 2014–09, and all related amendments, which established ASC Topic 606. The Company adopted these standards by recognizing the cumulative effect as an adjustment to opening retained earnings at January 1, 2018, under the modified retrospective method for contracts not completed as of the day of adoption. The cumulative impact of adopting Topic 606 on January 1, 2018 was an increase in retained earnings within stockholders’ equity of $117.5 million . Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and, therefore, such information presented prior to January 1, 2018 continue to be reported under the Company’s previous accounting policies. The following areas are impacted by the adoption of Topic 606: The Company earns commissions and fees paid by insurance carriers for the binding of insurance coverage. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over the period of time in which the customer receives the service, and as the performance obligations are fulfilled and the Company is entitled to that portion of revenue using the output method for the services. In situations where multiple performance obligations exist within a contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Commission revenues - Prior to the adoption of Topic 606, commission revenues, including those billed on an installment basis, were recognized on the latter of the policy effective date or the date that the premium was billed to the client, with the exception of the Company’s Arrowhead businesses, which followed a policy of recognizing these revenues on the latter of the policy effective date or processed date in our systems. As a result of the adoption of Topic 606, commission revenues associated with the issuance of policies are now recognized upon the effective date of the associated policy. The overall impact of these changes are not significant on a full-year basis, but the timing of recognizing revenue has impacted our fiscal quarters when compared to prior years. These commission revenues, including those billed on an installment basis, are now recognized earlier than they had been previously. Revenue is now accrued based upon the completion of the performance obligation, thereby creating a current asset for the unbilled revenue, until such time as an invoice is generated, which typically does not exceed twelve months. For the year ended December 31, 2018 , the adoption of Topic 606 increased base and incentive commissions revenue, as defined in Note 2, by $9.9 million compared to what would have been recognized under the Company’s previous accounting policies. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions - Prior to the adoption of Topic 606, revenue that was not fixed and determinable because a contingency existed was not recognized until the contingency was resolved. Under Topic 606, the Company must estimate the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions and fees. In connection with Topic 606, profit-sharing contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognizing profit-sharing contingent commissions will now more closely follow a similar pattern as our commissions and fees with any true-ups recognized when payments are received or as additional information that affects the estimate becomes available. For the year ended December 31, 2018 , the adoption of Topic 606 reduced profit-sharing contingent commissions revenue by $2.3 million compared to what would have been recognized under our previous accounting policies. Fee revenues - The Company earns fee revenue related to services other than securing insurance coverage, which are predominantly in the Company’s National Programs and Services Segments, and to a lesser extent in the large accounts businesses within the Company’s Retail Segment, where the Company receives negotiated fees in lieu of a commission. In accordance with Topic 606, fee revenue from fee agreements are recognized in earlier periods and others in later periods as compared to our previous accounting treatment depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. The overall impact of these changes is not significant on a full-year basis, but the timing of recognizing fees revenue will impact our fiscal quarters when compared to prior years. For the year ended December 31, 2018 , the adoption of Topic 606 increased fees revenue by $6.2 million compared to what would have been recognized under our previous accounting policies, including a one-time $10.5 million increase for revenues within our Services Segment. Excluding this increase, fee revenues would have decreased by $4.3 million . Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain - The adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period, which is consistent with the analysis performed on acquired customer accounts and referenced in Note 5 to the Company’s consolidated financial statements. For incremental costs with an amortization period of less than 12 months, the costs are expensed as incurred. For the year ended December 31, 2018 , the Company deferred $13.7 million of incremental cost to obtain customer contracts. The Company expensed $0.5 million of the incremental cost to obtain customer contracts for the year ended December 31, 2018 . Cost to fulfill - The adoption of ASC 340 resulted in the Company deferring certain costs to fulfill contracts and to recognize these costs as the associated performance obligations are fulfilled. In order for contract fulfillment costs to be deferred under ASC 340, the costs must (1) relate directly to a specific contract or anticipated contract, (2) generate or enhance resources that the Company will use in satisfying its obligations under the contract, and (3) be expected to be recovered through sufficient net cash flows from the contract. The Company does not expect the overall impact of these changes to be significant on a full-year basis, but the timing of recognizing these expenses will impact quarterly results compared to prior years as such recognition better aligns with the associated revenue. With the modified retrospective adoption of Topic 606, the Company deferred $52.7 million in contract fulfillment costs on its opening balance sheet on January 1, 2018 based upon the estimated average time spent on policy renewals. For the year ended December 31, 2018 , the Company had net expense of $1.3 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled. In connection with the implementation of Topic 606 and ASC 340, we modified, and in some instances instituted, additional accounting procedures, processes and internal controls. While the relative impacts of these standards to our revenue and expense streams are significant during a calendar year, we do not view these modifications and additions as a material change in our internal controls over financial reporting on a full year basis. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 Balance Sheet Assets: Premiums, commissions and fees receivable $ 546,402 $ 153,058 $ 699,460 Other current assets 47,864 52,680 100,544 Liabilities: Premiums payable to insurance companies 685,163 12,107 697,270 Accounts payable 64,177 8,747 72,924 Accrued expenses and other liabilities 228,748 22,794 251,542 Deferred income taxes, net 256,185 44,575 300,760 Shareholders' Equity: Retained earnings $ 2,456,599 $ 117,515 $ 2,574,114 The $52.7 million adjustment to other current assets reflects the deferral of certain cost to fulfill contracts. The $12.1 million adjustment to premiums payable to insurance companies reflects the estimated amount payable to outside brokers on unbilled premiums, commissions and fees receivable. The $8.7 million adjustment to accounts payable and the $22.8 million adjustment to accrued expenses and other liabilities consists of commissions payable and deferred revenue, respectively. The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. December 31, 2018 (in thousands) As reported Impact of adopting the New Revenue Standard Balances without the New Revenue Standard Statement of Income Revenues: Commissions and fees $ 2,009,857 $ 18,399 $ 1,991,458 Expenses: Employee compensation and benefits 1,068,914 (8,835 ) 1,077,749 Other operating expenses 332,118 10,621 321,497 Income taxes 118,207 4,246 113,961 Net income $ 344,255 $ 12,367 $ 331,888 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, where appropriate, 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 The Company earns commissions paid by insurance carriers for the binding of insurance coverage. Commissions are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over a period of time as the performance obligations are fulfilled. The Company earns fee revenue by receiving negotiated fees in lieu of a commission and from services other than securing insurance coverage. Fee revenues from certain agreements are recognized depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. In situations where multiple performance obligations exist within a fee contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions. Profit-sharing contingent commissions and incentive commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions based on the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Guaranteed supplemental commissions, a form of variable consideration, represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. Management determines the policy cancellation reserve based upon historical cancellation experience adjusted for any known circumstances. 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 the 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 the Company disburses them. Where allowed by law, the Company 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 the Company 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 the Company. 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 3 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 acquisition method. Acquisition purchase prices are typically based upon a multiple of average annual operating profit earned over a period of 3 years 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. The Company completed its most recent annual assessment as of November 30, 2018 and determined that the fair value of goodwill significantly exceeded the carrying value of such assets. In addition, as of December 31, 2018, there are no accumulated impairment losses. The carrying value of amortizable intangible assets attributable to each business or asset group comprising the Company 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, the Company 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, 2018, 2017 and 2016. Income Taxes The Company 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 the Company’s assets and liabilities. |
Revenue Recognition (Notes)
Revenue Recognition (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from External Customer [Line Items] | |
Disaggregation of Revenue [Table Text Block] | NOTE 2· Revenues The following table presents the revenues disaggregated by revenue source: Twelve months ended December 31, 2018 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Base commissions (1) $ 811,820 $ 324,168 $ 226,117 $ — $ (68 ) $ 1,362,037 Fees (2) 148,121 144,195 50,571 189,041 (1,090 ) 530,838 Incentive commissions (3) 48,698 1,543 864 — 41 51,146 Profit-sharing contingent commissions (4) 24,517 23,896 7,462 — — 55,875 Guaranteed supplemental commissions (5) 8,535 76 1,350 — — 9,961 Investment income (6) 2 506 165 205 1,868 2,746 Other income, net (7) 1,070 79 485 — 9 1,643 Total Revenues $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $ 2,014,246 (1) Base commissions generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control. (2) Fee revenues relate to fees for services other than securing coverage for our customers and fees negotiated in lieu of commissions. (3) Incentive commissions include additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. (4) Profit-sharing contingent commissions are based primarily on underwriting results, but may also reflect considerations for volume, growth and/or retention. (5) Guaranteed supplemental commissions represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. (6) Investment income consists primarily of interest on cash and investments. (7) Other income consists primarily of legal settlements and other miscellaneous income. Contract Assets and Liabilities The balances of contract assets and contract liabilities arising from contracts with customers as of December 31, 2018 and 2017 were as follows: (in thousands) December 31, 2018 December 31, 2017 (1) Contract assets $ 265,994 $ 210,323 Contract liabilities $ 53,496 $ 51,236 (1) The balances as of December 31, 2017 reported in this footnote have been revised to reflect the impact of adopting the New Revenue Standard. Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in our systems. Deferred revenue (contract liabilities) relates to payments received in advance of performance under the contract before the transfer of a good or service to the customer. As of December 31, 2018 , deferred revenue consisted of $37.0 million as current portion to be recognized within one year and $16.5 million in long-term to be recognized beyond one year. As of December 31, 2017 , deferred revenue consisted of $44.5 million as current portion to be recognized within one year and $6.7 million in long-term deferred revenue to be recognized beyond one year. Contract assets and contract liabilities arising from acquisitions in 2018 were approximately $34.3 million and $3.3 million , respectively. During the twelve months ended December 31, 2018 , the amount of revenue recognized related to performance obligations satisfied in a previous period, inclusive of changes due to estimates, was approximately $8.9 million |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share is computed based on the weighted average number of common shares (including participating securities) issued and outstanding during the period. Diluted net income per share is computed based on 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 weighted average number of common shares outstanding for 2016 and 2017 reflect the 2-for-1 stock split that occurred on March 28, 2018. 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) 2018 2017 (1) 2016 (1) Net income $ 344,255 $ 399,630 $ 257,491 Net income attributable to unvested awarded performance stock (8,297 ) (9,746 ) (6,705 ) Net income attributable to common shares $ 335,958 $ 389,884 $ 250,786 Weighted average number of common shares outstanding – basic 277,663 279,394 279,558 Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic (6,692 ) (6,814 ) (7,280 ) Weighted average number of common shares outstanding for basic earnings per common share 270,971 272,580 272,278 Dilutive effect of stock options 4,550 5,006 3,330 Weighted average number of shares outstanding – diluted 275,521 277,586 275,608 Net income per share: Basic $ 1.24 $ 1.43 $ 0.92 Diluted $ 1.22 $ 1.40 $ 0.91 (1) |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During the year ended December 31, 2018 , the Company acquired the assets and assumed certain liabilities of twenty insurance intermediaries, all the stock of three insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC Topic 805 - Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. The recorded purchase price for all acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Based upon the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the year ended December 31, 2018 , several adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $21.4 thousand relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments for the year ended December 31, 2018 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period. Cash paid for acquisitions was $934.9 million and $41.5 million in the years ended December 31, 2018 and 2017 , respectively. We completed twenty-three acquisitions (excluding book of business purchases) during the year ended December 31, 2018 . We completed eleven acquisitions (excluding book of business purchases) during the year ended December 31, 2017 . The following table summarizes the purchase price allocations made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. These adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. (in thousands) Name Business segment Effective date of acquisition Cash paid Common Stock Issued Other payable Recorded earn-out payable Net assets acquired Maximum potential earn- out payable Opus Advisory Group, LLC (Opus) Retail February 1, 2018 $ 20,400 $ — $ 200 $ 2,384 $ 22,984 $ 3,600 Kerxton Insurance Agency, Inc. (Kerxton) Retail March 1, 2018 13,176 — 1,490 2,080 16,746 2,920 Automotive Development Group, LLC (ADG) Retail May 1, 2018 29,471 — 559 17,545 47,575 20,000 Servco Pacific, Inc. (Servco) Retail June 1, 2018 76,245 — — 934 77,179 7,000 Tower Hill Prime Insurance Company (Tower Hill) National Programs July 1, 2018 20,300 — — 1,188 21,488 7,700 Health Special Risk, Inc. (HSR) National Programs July 1, 2018 20,132 — — 1,991 22,123 9,000 Professional Disability Associates, LLC (PDA) Services July 1, 2018 15,025 — — 9,818 24,843 17,975 Finance & Insurance Resources, Inc. (F&I) Retail September 1, 2018 44,940 — 410 9,121 54,471 19,500 Rodman Insurance Agency, Inc. (Rodman) Retail November 1, 2018 31,121 — 261 3,720 35,102 9,850 The Hays Group, Inc. et al (Hays) Retail November 16, 2018 605,000 100,000 — 19,600 724,600 25,000 Dealer Associates, Inc. (Dealer) Retail December 1, 2018 28,825 — 1,175 3,100 33,100 12,125 Other Various Various 30,293 — 1,367 5,896 37,556 12,998 Total $ 934,928 $ 100,000 $ 5,462 $ 77,377 $ 1,117,767 $ 147,668 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions. (in thousands) Opus Kerxton ADG Servco Tower Hill HSR PDA F&I Rodman Hays Cash $ — $ — $ — $ 8,188 $ — $ 3,114 $ (248 ) $ — $ — $ — Other current assets 1,215 663 1,500 7,769 — 818 1,762 999 1,062 36,254 Fixed assets 11 10 67 179 $ — $ 124 $ 310 $ 34 $ 45 $ 4,936 Goodwill 16,414 12,423 35,769 54,429 — 18,737 16,547 36,423 26,572 456,217 Purchased customer accounts 5,008 4,712 9,751 16,442 21,468 5,516 7,700 16,611 10,129 218,600 Non-compete agreements 21 22 21 1 20 65 82 21 51 2,600 Other assets 315 419 467 1,478 — 21 6 383 542 13,977 Total assets acquired 22,984 18,249 47,575 88,486 21,488 28,395 26,159 54,471 38,401 732,584 Other current liabilities — (1,503 ) — (11,307 ) — (5,930 ) (1,093 ) — (3,299 ) (7,984 ) Other liabilities — — — — — (342 ) (223 ) — — — Total liabilities assumed — (1,503 ) — (11,307 ) — (6,272 ) (1,316 ) — (3,299 ) (7,984 ) Net assets acquired $ 22,984 $ 16,746 $ 47,575 $ 77,179 $ 21,488 $ 22,123 $ 24,843 $ 54,471 $ 35,102 $ 724,600 (in thousands) Dealer Other Total Cash $ — $ — $ 11,054 Other current assets 552 323 52,917 Fixed assets 13 100 5,829 Goodwill 21,467 22,712 717,710 Purchased customer accounts 10,986 15,085 342,008 Non-compete agreements 21 297 3,222 Other assets 226 754 18,588 Total assets acquired 33,265 39,271 1,151,328 Other current liabilities (165 ) (1,715 ) (32,996 ) Other liabilities — — (565 ) Total liabilities assumed (165 ) (1,715 ) (33,561 ) Net assets acquired $ 33,100 $ 37,556 $ 1,117,767 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 $717.7 million , which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $676.9 million , $18.7 million , $5.5 million and $16.5 million , respectively. Of the total goodwill of $717.7 million , the amount currently deductible for income tax purposes is $640.3 million and the remaining $77.4 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2018 , the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 were $82.4 million . The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 was $6.3 million . If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) Year Ended December 31, (in thousands, except per share data) 2018 2017 Total revenues $ 2,259,812 $ 2,193,169 Income before income taxes $ 504,664 $ 503,927 Net income $ 375,670 $ 447,796 Net income per share: Basic $ 1.35 $ 1.60 Diluted $ 1.33 $ 1.57 Weighted average number of shares outstanding: Basic 270,971 272,580 Diluted 275,521 277,586 Acquisitions in 2017 During the year ended December 31, 2017 , the Company acquired the assets and assumed certain liabilities of eleven insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. For the year ended December 31, 2017 , several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $1.5 million , 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 Effective Cash Other Recorded Net Assets Maximum Other Various Various $ 41,471 $ 11,708 $ 6,921 $ 60,100 $ 27,451 Total $ 41,471 $ 11,708 $ 6,921 $ 60,100 $ 27,451 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) Total Other current assets $ 601 Fixed assets 69 Goodwill 42,172 Purchased customer accounts 18,738 Non-compete agreements 721 Total assets acquired 62,301 Other current liabilities (1,512 ) Deferred income tax, net (689 ) Total liabilities assumed (2,201 ) Net assets acquired $ 60,100 The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years ; and non-compete agreements, 5.0 years . Goodwill of $42.2 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $33.1 million , $7.2 million , $1.2 million and $0.7 million , respectively. Of the total goodwill of $42.2 million , $35.3 million is currently deductible for income tax purposes. The remaining $6.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2017, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2017 included in the Consolidated Statement of Income for the year ended December 31, 2017 were $7.8 million . The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2017 included in the Consolidated Statement of Income for the year ended December 31, 2017 was $2.4 million . If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) Year Ended December 31, (in thousands, except per share data) 2017 2016 Total revenues $ 1,891,701 $ 1,784,776 Income before income taxes $ 453,397 $ 429,490 Net income $ 401,908 $ 261,133 Net income per share: Basic $ 1.44 $ 0.93 Diluted $ 1.41 $ 0.92 Weighted average number of shares outstanding: Basic 272,580 272,278 Diluted 277,586 275,608 Acquisitions in 2016 During the year ended December 31, 2016 , the Company acquired the assets and assumed certain liabilities of seven insurance intermediaries, all of the stock of one insurance intermediary and three books of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. 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. 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) Year Ended December 31, (in thousands, except per share data) 2016 2015 Total revenues $ 1,789,790 $ 1,716,592 Income before income taxes $ 428,194 $ 414,911 Net income $ 260,346 $ 250,783 Net income per share: Basic $ 0.93 $ 0.89 Diluted $ 0.92 $ 0.87 Weighted average number of shares outstanding: Basic 272,278 275,620 Diluted 275,608 280,224 As of December 31, 2018 , the maximum future contingency payments related to all acquisitions totaled $198.6 million , all of which relates to acquisitions consummated subsequent to January 1, 2009. ASC 805 is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years. As of December 31, 2018 , the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820- Fair Value Measurement . The resulting additions, payments and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, 2018 , 2017 and 2016 were as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Balance as of the beginning of the period $ 36,175 $ 63,821 $ 78,387 Additions to estimated acquisition earn-out payables 77,377 6,920 4,462 Payments for estimated acquisition earn-out payables (26,597 ) (43,766 ) (28,213 ) Subtotal 86,955 26,975 54,636 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables 603 6,874 6,338 Interest expense accretion 2,366 2,326 2,847 Net change in earnings from estimated acquisition earn-out payables 2,969 9,200 9,185 Balance as of December 31, $ 89,924 $ 36,175 $ 63,821 Of the $89.9 million of estimated acquisition earn-out payables as of December 31, 2018 , $21.1 million was recorded as accounts payable, and $68.8 million was recorded as another non-current liability. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items prior to the one-year anniversary date of the acquisition and may therefore differ from previously reported amounts. Of the $36.2 million of estimated acquisition earn-out payables as of December 31, 2017 , $25.1 million was recorded as accounts payable, and $11.1 million was recorded as other non-current liabilities. Of the $63.8 million of estimated acquisition earn-out payables as of December 31, 2016 , $31.8 million was recorded as accounts payable, and $32.0 million |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
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, 2017 $ 1,354,667 $ 901,294 $ 284,869 $ 134,572 $ 2,675,402 Goodwill of acquired businesses 33,076 7,178 1,229 689 42,172 Goodwill disposed of relating to sales of businesses (1,495 ) — — — (1,495 ) Balance as of December 31, 2017 $ 1,386,248 $ 908,472 $ 286,098 $ 135,261 $ 2,716,079 Goodwill of acquired businesses 676,902 18,737 5,524 16,547 717,710 Goodwill disposed of relating to sales of businesses — (1,003 ) — — (1,003 ) Balance as of December 31, 2018 $ 2,063,150 $ 926,206 $ 291,622 $ 151,808 $ 3,432,786 |
Amortizable Intangible Assets
Amortizable Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | Amortizable Intangible Assets Amortizable intangible assets at December 31, 2018 and 2017 consisted of the following: December 31, 2018 December 31, 2017 (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 $ 1,804,404 $ (909,415 ) $ 894,989 14.9 $ 1,464,274 $ (824,584 ) $ 639,690 15.0 Non-compete agreements 33,469 (29,651 ) 3,818 4.5 30,287 (28,972 ) 1,315 4.6 Total $ 1,837,873 $ (939,066 ) $ 898,807 $ 1,494,561 $ (853,556 ) $ 641,005 (1) Weighted average life calculated as of the date of acquisition. Amortization expense for amortizable intangible assets for the years ending December 31, 2019 , 2020 , 2021 , 2022 and 2023 is estimated to be $100.4 million , $93.0 million , $89.5 million , $85.0 million and $78.0 million |
Investments
Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments At December 31, 2018 , 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 Municipalities $ 21,729 $ 7 $ (222 ) $ 21,514 Corporate debt 623 — — 623 Total $ 22,352 $ 7 $ (222 ) $ 22,137 At December 31, 2018 , the Company held $21.7 million in fixed income securities composed of U.S Treasury securities, securities issued by U.S. Government agencies and Municipalities, and $0.6 million issued by corporations with investment-grade ratings. Of the total, $4.8 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 $8.1 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, 2018 : (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 Municipalities $ 5,866 $ (6 ) $ 12,634 $ (216 ) $ 18,500 $ (222 ) Corporate debt 457 — 100 — 557 — Total $ 6,323 $ (6 ) $ 12,734 $ (216 ) $ 19,057 $ (222 ) The unrealized losses from corporate issuers were caused by interest rate increases. At December 31, 2018 , 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, 2018 . At December 31, 2017 , 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 Municipalities $ 29,970 $ — $ (206 ) $ 29,764 Corporate debt 1,072 12 — 1,084 Total $ 31,042 $ 12 $ (206 ) $ 30,848 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, 2017 : (in thousands) Less than 12 Months 12 Months or More Total Fair value Unrealized losses Fair value Unrealized Fair value Unrealized U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 17,919 $ (157 ) $ 11,845 $ (49 ) $ 29,764 $ (206 ) Corporate debt 400 — — — 400 — Total $ 18,319 $ (157 ) $ 11,845 $ (49 ) $ 30,164 $ (206 ) 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, 2017 , the Company had 27 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, 2017 . The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2018 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 4,768 $ 4,743 Due after one year through five years 17,584 17,394 Due after five years through ten years — — Total $ 22,352 $ 22,137 The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2017 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 16,934 $ 16,899 Due after one year through five years 13,876 13,708 Due after five years through ten years 232 241 Total $ 31,042 $ 30,848 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 $17.1 million . This along with maturing time deposits yielded total cash proceeds from the sale of investments of $17.9 million in the period of January 1, 2018 to December 31, 2018 . These proceeds were used to purchase an additional $9.3 million of fixed maturity securities and to fund certain general corporate purposes. The gains and losses realized on those sales for the period from January 1, 2018 to December 31, 2018 were insignificant . Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $5.8 million for the year ended December 31, 2017. This along with maturing time deposits yielded total cash proceeds from the sale of investments of $9.6 million in the period of January 1, 2017 to December 31, 2017 . These proceeds were used to purchase additional fixed- maturity securities. The gains and losses realized on those sales for the period from January 1, 2017 to December 31, 2017 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, 2018 , investments with a fair value of approximately $4.1 million |
Fixed Assets (Notes)
Fixed Assets (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 Furniture, fixtures and equipment $ 213,928 $ 190,784 Leasehold improvements 39,194 35,481 Construction in progress 7,568 — Land, buildings and improvements 8,185 7,643 Total cost 268,875 233,908 Less accumulated depreciation and amortization (168,480 ) (156,822 ) Total $ 100,395 $ 77,086 Depreciation and amortization expense for fixed assets amounted to $22.8 million in 2018 , $22.7 million in 2017 and $21.0 million in 2016 |
Accrued Expenses (Notes)
Accrued Expenses (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 8· Accrued Expenses and Other Current Liabilities Accrued expenses and other liabilities at December 31 consisted of the following: (in thousands) 2018 2017 Accrued incentive compensation $ 120,228 $ 106,923 Accrued compensation and benefits 51,731 40,540 Accrued rent and vendor expenses 34,110 30,616 Deferred revenue 37,018 21,921 Reserve for policy cancellations 15,197 11,048 Accrued interest 7,669 6,749 Other 13,357 10,951 Total $ 279,310 $ 228,748 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at December 31, 2018 and 2017 consisted of the following: (in thousands) December 31, 2018 December 31, 2017 Current portion of long-term debt: Current portion of 5-year term loan facility expires 2022 $ 35,000 $ 20,000 4.500% Senior Notes, Series E, quarterly interest payments, balloon due 2018 — 100,000 Current portion of 5-year term loan credit agreement expires 2023 15,000 — Total current portion of long-term debt 50,000 120,000 Long-term debt: Note agreements: 4.200% Senior Notes, semi-annual interest payments, balloon due 2024 499,101 498,943 Total notes 499,101 498,943 Credit agreements: 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires June 28, 2022 330,000 365,000 5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022 350,000 — 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires December 21, 2023 $ 285,000 $ — Total credit agreements 965,000 365,000 Debt issuance costs (contra) (7,111 ) (7,802 ) Total long-term debt less unamortized discount and debt issuance costs 1,456,990 856,141 Current portion of long-term debt 50,000 120,000 Total debt $ 1,506,990 $ 976,141 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 was 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. On May 10, 2018, the principal balance of $100.0 million from the Series E Senior Notes was paid in full, along with accrued interest of $0.7 million and a prepayment premium of $0.7 million . As of December 31, 2018 , there was no outstanding debt balance issued under the provisions of the Master Agreement, which is fully terminated with the Series E Senior Notes maturing. 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. On June 28, 2017, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with the lenders named therein, JPMorgan Chase Bank, N.A. as administrative agent and certain other banks as co-syndication agents and co-documentation agents. The Amended and Restated Credit Agreement amended and restated the credit agreement dated April 17, 2014, among such parties (the “Original Credit Agreement”). The Amended and Restated Credit Agreement extends the applicable maturity date of the existing revolving credit facility (the “Facility”) of $800.0 million to June 28, 2022 and re-evidences unsecured term loans at $400.0 million , while also extending the applicable maturity date to June 28, 2022. The quarterly term loan principal amortization schedule was reset. At the time of the execution of the Amended and Restated Credit Agreement, $67.5 million of principal from the original unsecured term loans was repaid using operating cash balances, and the Company added an additional $2.8 million in debt issuance costs related to the Facility to the Consolidated Balance Sheet. The Company also expensed to the Consolidated Statements of Income $0.2 million of debt issuance costs related to the Original Credit Agreement due to certain lenders exiting prior to execution of the Amended and Restated Credit Agreement. The Company also carried forward $1.6 million on the Consolidated Balance Sheet the remaining unamortized portion of the Original Credit Agreement debt issuance costs, which will be amortized over the term of the Amended and Restated Credit Agreement. On December 31, 2018, the Company made a scheduled principal payment of $5.0 million per the terms of the Amended and Restated Credit Agreement. As of December 31, 2018, there was an outstanding debt balance issued under the term loan of the Amended and Restated Credit Agreement of $365.0 million with $350.0 million in borrowings outstanding against the Facility. The Company had borrowed approximately $600.0 million under its Revolving Credit Facility on November 15, 2018 in connection with the closing of the acquisition of certain assets and assumption of certain liabilities of the Hays Companies. Per the terms of the Amended and Restated Credit Agreement, a scheduled principal payment of $5.0 million is due March 31, 2019. 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, 2018 and 2017 , there was an outstanding debt balance of $500.0 million exclusive of the associated discount balance. On December 21, 2018, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with the lenders named therein, Wells Fargo Bank, National Association, as administrative agent, and certain other banks as co-syndication agents and as joint lead arrangers and joint bookrunners. The Term Loan Credit Agreement provides for an unsecured term loan in the initial amount of $300.0 million , which may, subject to lenders’ discretion, potentially be increased up to an aggregate amount of $450.0 million (the “Term Loan”). The Term Loan is repayable over the five-year term from the effective date of the Term Loan Credit Agreement, which was December 21, 2018. Based on the Company’s net debt leverage ratio or a non-credit enhanced senior unsecured long-term debt rating as determined by Moody’s Investor Service and Standard & Poor’s Rating Service, the rates of interest charged on the term loan are 1.00% to 1.75% , above the adjusted 1-Month LIBOR rate. On December 21, 2018, the Company borrowed $300.0 million under the Term Loan Credit Agreement and used $250.0 million of the proceeds to reduce indebtedness under the Company’s Amended and Restated Credit Agreement, dated June 28, 2017, with the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and certain other banks as co-syndication agents and co-documentation agents (the “Revolving Credit Facility”). As of December 31, 2018, there was an outstanding debt balance issued under the term loan of the Term Loan Credit Agreement of $300.0 million . Per the terms of the Term Loan Credit Agreement, a scheduled principal payment of $3.8 million is due March 31, 2019. The Master Agreement, Amended and Restated Credit Agreement and the Term Loan Credit Agreement 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, 2018 and 2017 . The 30-day Adjusted LIBOR Rate for the term loan and Revolving Credit Facility of the Amended and Restated Credit Agreement and Term Loan Credit Agreement as of December 31, 2018 was 2.563% , 2.288% , and 2.500% , respectively. Interest paid in 2018 , 2017 and 2016 was $38.0 million , $36.2 million , and $37.7 million , respectively. At December 31, 2018 , maturities of long-term debt were $50.0 million in 2019 , $55.0 million in 2020 , $70.0 million in 2021 , $630.0 million in 2022 , $210.0 million in 2023 and $500.0 million in 2024 |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The Tax Reform Act makes changes to the U.S. tax code that affected our income tax rate in 2017. The Tax Reform Act reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and requires companies to pay a one-time transition tax on certain unrepatriated earnings from foreign subsidiaries. The Tax Reform Act also establishes new tax laws that became effective January 1, 2018. ASC 740 requires a company to record the effects of a tax law change in the period of enactment, however, shortly after the enactment of the Tax Reform Act, the SEC staff issued SAB 118, which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. For 2017, we made a reasonable estimate of the impact of the Tax Reform Act and recorded a one-time credit in our 2017 income tax expense of $120.9 million , which reflects an estimated reduction in our deferred income tax liabilities of $124.2 million as a result of the maximum federal rate decreasing to 21.0% from 35.0% , which was partially offset by an estimated increase in income tax payable in the amount of $3.3 million as a result of the transition tax on cash and cash equivalent balances related to untaxed accumulated earnings associated with our international operations. During 2018, we made a credit adjustment to the transition tax on untaxed international operations in the amount of $1.6 million . This adjustment was a reduction of income tax expense for 2018 as a result of updated calculations based on the Company’s tax filings for the 2017 year end. As of December 31, 2018, management does not expect any further changes to the amounts previously recorded and adjusted under SAB 118. Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) 2018 2017 2016 Current: Federal $ 77,694 $ 129,954 $ 126,145 State 25,096 21,392 21,110 Foreign 409 929 590 Total current provision 103,199 152,275 147,845 Deferred: Federal 8,483 18,999 15,551 State 6,519 2,984 2,612 Foreign 6 — — Tax Reform Act deferred tax revaluation — (124,166 ) — Total deferred provision 15,008 (102,183 ) 18,163 Total tax provision $ 118,207 $ 50,092 $ 166,008 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: 2018 2017 2016 Federal statutory tax rate 21.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 5.7 3.8 3.9 Non-deductible employee stock purchase plan expense 0.2 0.3 0.3 Non-deductible meals and entertainment 0.3 0.3 0.3 Non-deductible officers’ compensation 0.3 — — Tax Reform Act deferred tax revaluation and transition tax impact (0.3) (26.9) — Other, net (1.6) (1.4) (0.3) Effective tax rate 25.6% 11.1% 39.2% 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 the Company’s net deferred tax liabilities as of December 31 are as follows: (in thousands) 2018 2017 Non-current deferred tax liabilities: Intangible assets $ 334,200 $ 306,351 Fixed assets 4,929 2,723 Impact of adoption of ASC 606 revenue recognition 29,729 — Net unrealized holding (loss)/gain on available-for-sale securities (78 ) (6 ) Total non-current deferred tax liabilities 368,780 309,068 Non-current deferred tax assets: Deferred compensation 41,293 36,701 Accruals and reserves 10,455 7,534 Deferred profit-sharing contingent commissions — 7,107 Net operating loss carryforwards 2,196 2,434 Valuation allowance for deferred tax assets (896 ) (893 ) Total non-current deferred tax assets 53,048 52,883 Net non-current deferred tax liability $ 315,732 $ 256,185 Income taxes paid in 2018 , 2017 and 2016 were $110.6 million , $152.0 million and $143.1 million , respectively. At December 31, 2018 , the Company had net operating loss carryforwards of $0.1 million and $42.5 million for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2019 through 2038 . The federal carryforward is derived from insurance operations acquired by the Company 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) 2018 2017 2016 Unrecognized tax benefits balance at January 1 $ 1,694 $ 750 $ 584 Gross increases for tax positions of prior years 594 1,070 412 Gross decreases for tax positions of prior years (5 ) — (41 ) Settlements (644 ) (126 ) (205 ) Unrecognized tax benefits balance at December 31 $ 1,639 $ 1,694 $ 750 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2018 , 2017 and 2016 the Company had $197,205 , $228,608 and $86,191 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 $1.6 million as of December 31, 2018 , $1.7 million as of December 31, 2017 and $0.8 million as of December 31, 2016 . 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 differed from the method used for book purposes, it resulted in a current deferred tax asset as of December 31, 2017 and 2016. As of January 1, 2018, pursuant to ASU 606, Revenue Recognition, the deferred tax asset was removed and was included in the Company’s overall beginning retained earnings adjustment per ASC 606. The Company will now follow book treatment for accrued profit-sharing contingent commissions. 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 2014 through 2018 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 2012 through 2018. In the United Kingdom, the Company’s filings remain open for audit for the fiscal years 2017 and 2018. During 2017, the Company settled the previously disclosed IRS income tax audit of The Wright Insurance Group for the short period ended May 1, 2014. Pursuant to the agreement in which the Company acquired The Wright Insurance Group, the Company was fully indemnified for all audit-related assessments. During 2018, the Company settled the previously disclosed State of Massachusetts income tax audit for the fiscal year 2013 through 2014. In addition, the Company is currently under audit in the states of Colorado, Illinois, Kansas, Massachusetts and New York for the fiscal years 2015 through 2017. |
Employee Savings Plan (Notes)
Employee Savings Plan (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Compensation and Employee Benefit Plans [Text Block] | NOTE 11· 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, the Company 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 an additional discretionary profit-sharing contribution each year, which equaled 1.5% of each eligible employee’s compensation. The Company’s contribution expense to the plan totaled $22.8 million in 2018 , $19.6 million in 2017 and $19.3 million in 2016 |
Stock Based Compensation (Notes
Stock Based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2018shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,269,384 |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation Performance Stock Plan In 1996, the Company adopted and the shareholders approved a performance stock plan, under which until the suspension of the plan in 2010, up to 28,800,000 Performance Stock Plan (“PSP”) shares could be granted to key employees contingent on the employees’ future years of service with the Company 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 net income per share. 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, 2018 , 10,269,384 shares had been granted, net of forfeitures, under the PSP. As of December 31, 2018 , 1,196,092 shares had met the first condition of vesting and had been awarded, and 9,073,292 shares had satisfied both conditions of vesting and had been distributed to participants. Of the shares that have not vested as of December 31, 2018 , the initial stock prices ranged from $8.16 to $12.84 . 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, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 4.52 3,204,428 3,188,428 16,000 Granted $ — — — — Awarded $ — — 8,000 (8,000 ) Vested $ 3.19 (1,012,844 ) (1,012,844 ) — Forfeited $ 5.26 (185,034 ) (177,034 ) (8,000 ) Outstanding at December 31, 2016 $ 5.11 2,006,550 2,006,550 — Granted $ — — — — Awarded $ — — — — Vested $ 4.81 (277,602 ) (277,602 ) — Forfeited $ 5.24 (34,472 ) (34,472 ) — Outstanding at December 31, 2017 $ 5.16 1,694,476 1,694,476 — Granted $ — — — — Awarded $ — — — — Vested $ 5.53 (453,860 ) (453,860 ) — Forfeited $ 4.92 (44,524 ) (44,524 ) — Outstanding at December 31, 2018 $ 5.03 1,196,092 1,196,092 — The total fair value of PSP grants that vested during each of the years ended December 31, 2018 , 2017 and 2016 was $11.9 million , $6.3 million and $18.1 million , respectively. Stock Incentive Plan On April 28, 2010 , the shareholders of the Company, 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 , 12,093,536 shares were available for issuance under the PSP, which were then transferred to the SIP. In addition, in May 2016 and May 2017 our shareholders approved amendments to the SIP to increase the shares available for issuance by an additional 2,400,000 and 2,600,000 , respectively. The Company has granted stock to our employees in the form of Restricted Stock Awards and Performance Stock Awards under the SIP. To date, a substantial majority of stock grants to employees under the SIP vest in five 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 Revenue growth and operating profit growth of a profit center, Organic Revenue 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. 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 33,720 shares were issued in January 2016 , 22,700 shares were issued in January 2017 and 26,620 shares were issued in January 2018 . 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 net income per share. A summary of SIP activity for the years ended December 31, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 14.37 12,553,944 2,259,988 10,293,956 Granted $ 17.76 1,944,198 365,306 1,578,892 (1) Awarded $ 12.46 — 2,862,638 (2,862,638 ) Vested $ 13.66 (333,768 ) (333,768 ) — Forfeited $ 12.67 (1,908,262 ) (351,576 ) (1,556,686 ) Outstanding at December 31, 2016 $ 14.98 12,256,112 4,802,588 7,453,524 Granted $ 20.82 1,392,912 241,334 1,151,578 (2) Awarded $ 15.72 — 326,808 (326,808 ) Vested $ 12.61 (484,914 ) (484,914 ) — Forfeited $ 14.89 (342,120 ) (76,212 ) (265,908 ) Outstanding at December 31, 2017 $ 15.58 12,821,990 4,809,604 8,012,386 Granted $ 22.87 1,577,721 454,313 1,123,408 (3) Awarded $ 15.89 — 2,489,905 (2,489,905 ) Vested $ 14.09 (933,916 ) (933,916 ) — Forfeited $ 16.37 (2,363,420 ) (224,587 ) (2,138,833 ) Outstanding at December 31, 2018 $ 16.69 11,102,375 6,595,319 4,507,056 (1) Of the 1,578,892 shares of performance-based restricted stock granted in 2016, the payout for 706,264 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% . (2) Of the 1,151,578 shares of performance-based restricted stock granted in 2017, the payout for 641,652 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% . (3) Of the 1,123,408 shares of performance-based restricted stock granted in 2018, the payout for 576,886 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% . The following table sets forth information as of December 31, 2018 , 2017 and 2016 , 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 2018 454,313 1,123,408 (1) 2,489,905 2017 241,334 1,151,578 (2) 326,808 2016 365,306 1,578,892 (3) 2,870,638 (1) Of the 1,123,408 shares of performance-based restricted stock granted in 2018 , the payout for 576,886 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% . (2) Of the 1,151,578 shares of performance-based restricted stock granted in 2017 , the payout for 641,652 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% . (3) Of the 1,578,892 shares of performance-based restricted stock granted in 2016, the payout for 706,264 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, 2018 , 8,697,491 shares were available for future grants. This amount is calculated assuming the maximum payout for all restricted stock grants. Employee Stock Purchase Plan The Company has a shareholder-approved Employee Stock Purchase Plan (“ESPP”) with a total of 34,000,000 authorized shares of which 7,316,901 were available for future subscriptions as of December 31, 2018 . Employees of the Company who regularly work 20 hours or more per week are eligible to participate in the ESPP. Participants, through payroll deductions, may allot up to 10% of their compensation towards the purchase of a maximum of $25,000 worth of 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 2018 was $5.88 . The fair values of an ESPP share option as of the Subscription Periods beginning in August 2017 and 2016 , were $4.32 and $3.81 , respectively. For the ESPP plan years ended July 31, 2018 , 2017 and 2016 , the Company issued 985,601 , 1,058,024 and 1,029,330 shares of common stock, respectively. These shares were issued at an aggregate purchase price of $18.7 million , or $18.96 per share, in 2018 , $16.4 million , or $15.52 per share, in 2017 , and $15.0 million , or $14.62 per share, in 2016 . For the five months ended December 31, 2018 , 2017 and 2016 (portions of the 2018-2019, 2017-2018 and 2016-2017 plan years), 402,349 , 435,027 and 494,046 shares of common stock (from authorized but unissued shares), respectively, were subscribed to by ESPP participants for proceeds of approximately $9.9 million , $8.2 million and $7.7 million , respectively. 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) 2018 2017 2016 Stock incentive plan $ 28,027 $ 24,899 $ 11,049 Employee stock purchase plan 4,744 4,025 3,698 Performance stock plan 748 1,707 1,305 Total $ 33,519 $ 30,631 $ 16,052 Summary of Unamortized Compensation Expense As of December 31, 2018 , the Company estimates there to be $97.1 million of unamortized compensation expense related to all non-vested stock-based compensation arrangements granted under the Company’s stock-based compensation plans, based upon current projections of grant measurement against performance criteria. That expense is expected to be recognized over a weighted average period of 3.29 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of December 31, 2018 , 2017 and 2016 . Balance as of December 31, (in thousands) 2018 2017 2016 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 438,961 $ 573,383 515,646 Restricted cash 338,635 250,705 265,637 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 777,596 $ 824,088 781,283 |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Other Commitments [Line Items] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 14· Commitments and Contingencies Operating Leases The Company 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. The Company anticipates that most of these leases will be renewed or replaced upon expiration. At December 31, 2018 , the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows: (in thousands) 2019 $ 48,292 2020 43,517 2021 34,836 2022 27,035 2023 19,981 Thereafter 36,349 Total minimum future lease payments $ 210,010 Rental expense in 2018 , 2017 and 2016 for operating leases totaled $54.6 million , $51.0 million and $49.3 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, 2018 and 2017 . 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. |
Quarterly Operating Results (No
Quarterly Operating Results (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Quarterly Operating Results (Unaudited) Quarterly operating results for 2018 and 2017 were as follows: (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Total revenues $ 501,461 $ 473,187 $ 530,850 $ 508,748 Total expenses $ 383,020 $ 372,277 $ 388,350 $ 408,137 Income before income taxes $ 118,441 $ 100,910 $ 142,500 $ 100,611 Net income $ 90,828 $ 73,922 $ 106,053 $ 73,452 Net income per share: Basic $ 0.33 $ 0.27 $ 0.38 $ 0.26 Diluted $ 0.32 $ 0.26 $ 0.38 $ 0.26 2017 Total revenues $ 465,080 $ 466,305 $ 475,646 $ 474,316 Total expenses $ 354,113 $ 358,303 $ 351,227 $ 367,982 Income before income taxes $ 110,967 $ 108,002 $ 124,419 $ 106,334 Net income $ 70,110 $ 66,102 $ 75,913 $ 187,505 Net income per share: Basic (1) $ 0.25 $ 0.24 $ 0.27 $ 0.68 Diluted (1) $ 0.25 $ 0.23 $ 0.27 $ 0.66 (2) (1) 2017 reflects the 2-for-1 stock split that occurred on March 28, 2018. (2) Includes $0.43 impact associated with recording impact of the Tax Reform Act. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
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 an 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, retail operations in Bermuda and the Cayman Islands, and a national programs operation in Canada. These operations earned $15.2 million , $15.9 million and $14.5 million of total revenues for the years ended December 31, 2018 , 2017 and 2016 , 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. Year ended December 31, 2018 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $ 2,014,246 Investment income $ 2 $ 506 $ 165 $ 205 $ 1,868 $ 2,746 Amortization $ 44,386 $ 25,954 $ 11,391 $ 4,813 $ — $ 86,544 Depreciation $ 5,289 $ 5,486 $ 1,628 $ 1,558 $ 8,873 $ 22,834 Interest expense $ 35,969 $ 26,181 $ 5,254 $ 2,869 $ (29,693 ) $ 40,580 Income before income taxes $ 217,845 $ 117,375 $ 70,171 $ 34,508 $ 22,563 $ 462,462 Total assets $ 5,850,045 $ 2,940,097 $ 1,283,877 $ 471,572 $ (3,856,923 ) $ 6,688,668 Capital expenditures $ 6,858 $ 12,391 $ 2,518 $ 1,525 $ 18,228 $ 41,520 Year ended December 31, 2017 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 943,460 $ 479,813 $ 271,737 $ 165,372 $ 20,965 $ 1,881,347 Investment income $ 8 $ 384 $ — $ 299 $ 935 $ 1,626 Amortization $ 42,164 $ 27,277 $ 11,456 $ 4,548 $ 1 $ 85,446 Depreciation $ 5,210 $ 6,325 $ 1,885 $ 1,600 $ 7,678 $ 22,698 Interest expense $ 31,133 $ 35,561 $ 6,263 $ 3,522 $ (38,163 ) $ 38,316 Income before income taxes $ 196,616 $ 109,961 $ 68,844 $ 30,498 $ 43,803 $ 449,722 Total assets $ 4,255,515 $ 3,267,486 $ 1,260,239 $ 399,240 $ (3,434,930 ) $ 5,747,550 Capital expenditures $ 4,494 $ 5,936 $ 1,836 $ 1,033 $ 10,893 $ 24,192 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 (1) $ 3,854,393 $ 2,711,378 $ 1,108,829 $ 371,645 $ (2,783,511 ) $ 5,262,734 Capital expenditures $ 5,951 $ 6,977 $ 1,301 $ 656 $ 2,880 $ 17,765 (1) |
Losses and Loss Adjustment Rese
Losses and Loss Adjustment Reserve | 12 Months Ended |
Dec. 31, 2018 | |
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: 2018 2017 (in thousands) Written Earned Written Earned Direct premiums $ 619,223 $ 602,320 $ 604,623 $ 592,267 Assumed premiums — — — — Ceded premiums 619,206 602,303 604,610 592,254 Net premiums $ 17 $ 17 $ 13 $ 13 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, 2018 through September 30, 2018. From October 1, 2018 through December 31, 2018 WNFIC received a 30.0% expense allowance. As of December 31, 2018 and 2017 , the Company ceded $617.2 million and $602.9 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 private excess flood premiums, excluding fees, to Arch Reinsurance Company and receives a 30.5% commission. WNFIC ceded $2.0 million and $1.7 million for the years ended December 31, 2018 and 2017 . As of December 31, 2018 , WNFIC had $2.3 million in paid excess flood losses, $99,349 in loss adjustment expenses, case reserves of $0 and incurred but not reported of $0.1 million . 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, 2018 , no ceded unpaid losses and loss adjustment expenses or incurred but not reported balance for Homeowners, Private Passenger Auto Liability and Other Liability Occurrence. As of December 31, 2018 , the Consolidated Balance Sheet contained Reinsurance recoverable of $65.4 million and Prepaid reinsurance premiums of $337.9 million . As of December 31, 2017 , the Consolidated Balance Sheet contained reinsurance recoverable of $477.8 million and prepaid reinsurance premiums of $321.0 million . There was $0.2 million net activity in the reserve for losses and loss adjustment expense for the year ended December 31, 2018 , and $1.1 million net activity in the reserve for losses and loss adjustment expense for the year ended December 31, 2017 , 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 recoverables was $65.4 million as of December 31, 2018 and $477.8 million as of December 31, 2017 |
Statutory Financial Information
Statutory Financial Information | 12 Months Ended |
Dec. 31, 2018 | |
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 $19.4 million as of December 31, 2018 and $28.7 million as of December 31, 2017 . As of December 31, 2018 and 2017 , WNFIC generated statutory net income of $4.5 million and $4.8 million |
Subsidiary Dividend Restriction
Subsidiary Dividend Restrictions | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 and the maximum dividend payout that may be made in 2019 without prior approval is $4.5 million |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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, and 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. 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. On March 28, 2018, we effected a 2-for-1 stock split (the “Stock Split”). As a result of the Stock Split, every share of common stock outstanding as of close of business on March 14, 2018 received an additional share of common stock, increasing the number of outstanding shares of common stock from approximately 138 million shares to approximately 276 million shares. The number of authorized shares of our common stock increased from 280 million shares to 560 million shares. No fractional shares were issued in connection with the Stock Split. Par value of the Company’s common stock was unchanged as a result of the Stock Split remaining at $0.10 per share. The number of shares of common stock reserved or subject to outstanding grants, the exercise or purchase prices applicable to such outstanding grants and subscriptions, and certain grant limitations under our 1990 Employee Stock Purchase Plan, Performance Stock Plan and 2010 Stock Incentive Plan were adjusted as a result of the Stock Split, as required under the terms of those plans. Treasury shares were not adjusted for the Stock Split. All other shares and per share data included within this Annual Report on Form 10-K, including our Consolidated Financial Statements and related footnotes, have been adjusted to account for the effect of the Stock Split. On December 12, 2018, the Company entered into accelerated share repurchase agreement ("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 share delivery of 2,910,150 shares of the Company’s common stock with a fair market value of $80.0 million . Upon maturity of the program, the Company will receive the remaining balance of $20.0 million at settlement. During 2014, the Company repurchased 2,384,760 shares at an average price per share of $31.46 for a total cost of $75.0 million under the original share repurchase authorization from the Board of Directors on July 18, 2014. During 2015, the Company repurchased 5,408,819 shares at an average price per share of $32.35 for a total cost of $175.0 million under the current share repurchase authorization, while exhausting the previous authorization of $200.0 million from the Board of Directors in 2014. During 2016, the Company repurchased 209,618 shares at an average price per share of $36.53 for a total cost of $7.7 million under the current share repurchase authorization. During 2017, the Company repurchased 2,883,349 shares at an average price of $48.51 for a total cost of $139.9 million under the current share repurchase authorization. At December 31, 2018, the remaining amount authorized by our Board of Directors for share repurchases was $147.5 million . Under the authorized repurchase programs, the Company has repurchased a total of approximately 13.8 million shares for an aggregate cost of approximately $477.5 million |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 the Company’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, 2018 and 2017 , approximate fair value because of the short-term maturity of these instruments. The carrying amount of the Company’s long-term debt approximates fair value at December 31, 2018 and 2017 as our fixed-rate borrowings of $499.1 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 $1,015.0 million |
Nature of Operations | NOTE 1· 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, casualty and employee benefits areas. 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 and quasi-public entities, 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 a nationwide network of independent agents, including Brown & Brown retail agents; the Wholesale Brokerage Segment markets and sells excess and surplus commercial insurance, primarily through a nationwide network of 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 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 with initial maturities greater than one year. In July 2018, the FASB also issued ASU 2018-10 and ASU 2018-11 related to Topic 842. ASU 2018-10 narrows certain aspects of the guidance issued in the amendments within ASU 2016-02. ASU 2018-11 provides entities with an additional transition method to adopt ASU 2016-02. Under this new transition method, at the adoption date, a company shall recognize a cumulative-effect adjustment to the opening balance of retained earnings. ASU 2016-02, along with ASU 2018-10 and ASU 2018-11, 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 expected to be the present value of the remaining lease payments and will 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. The Company plans to adopt Topic 842 under the transition method provided by ASU 2018-11. The undiscounted contractual cash payments remaining on leased properties were $213.2 million as of December 31, 2016, $210.4 million as of December 31, 2017 and $210.0 million as of December 31, 2018 as detailed in Note 14 “Commitments and Contingencies.” In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of this pronouncement. Recently Adopted Accounting Standards 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. ASU 2016-18 is effective for periods beginning after December 15, 2017. However, the Company elected to early adopt for the reporting period beginning January 1, 2017 under the full retrospective approach for all periods presented. With the adoption of ASU 2016-18, the change in restricted cash is no longer reflected as a change in operating assets and liabilities, and the Statement of Cash Flows details the changes in the balance of cash and cash equivalents inclusive of restricted cash. Net cash provided by operating activities for the year ended December 31, 2016 were previously reported as $375.2 million . With the retrospective adoption, the net cash provided by operating activities for the year ended December 31, 2016 is now reported as $411.0 million . The Company reflects cash collected from customers that is payable to insurance companies as restricted cash if segregation of this cash is required by the state of domicile for the office conducting this transaction or if required by contract with the relevant insurance company providing coverage. Cash collected from customers that is payable to insurance companies is reported in cash and cash equivalents if no such restriction is required. 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 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 with early adoption permitted. The Company adopted ASU 2016-15 effective January 1, 2018 and has determined there is no impact on the Company’s Statement of Cash Flows. The Company already presented 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 this ASU. 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 adopted the guidance on January 1, 2017, as required. Prior periods have not been adjusted, as the guidance was adopted prospectively. The principal impact is that the tax benefit or expense from stock compensation is now presented in the income tax line of the Statement of Income, whereas the prior treatment was to present this amount as a component of equity on the Balance Sheet. In addition, the tax benefit or expense is now presented as activity in Cash Flow from Operating Activity, rather than the prior presentation as Cash Flow from Financing Activity in the Statement of Cash Flows. The Company also continues 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. The Company adopted ASU 2016-08 effective contemporaneously with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 was limited to the claims administering activities of one of our businesses within our Services Segment and therefore was not material to the net income of the Company. 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 adopted the guidance on January 1, 2017, as required and prior period have been adjusted to reflect this adoption. This reclassification occurred prior to the passage of the Tax Cuts and Jobs Act of 2017, which had a material impact on the value of deferred tax items. See Note 10 “Income Taxes” for more information. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), which provides guidance for revenue recognition. Topic 606 affects any entity that either enters into contracts with customers to transfer goods or services. It supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company should 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. Effective as of January 1, 2018, the Company adopted ASU 2014–09, and all related amendments, which established ASC Topic 606. The Company adopted these standards by recognizing the cumulative effect as an adjustment to opening retained earnings at January 1, 2018, under the modified retrospective method for contracts not completed as of the day of adoption. The cumulative impact of adopting Topic 606 on January 1, 2018 was an increase in retained earnings within stockholders’ equity of $117.5 million . Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and, therefore, such information presented prior to January 1, 2018 continue to be reported under the Company’s previous accounting policies. The following areas are impacted by the adoption of Topic 606: The Company earns commissions and fees paid by insurance carriers for the binding of insurance coverage. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over the period of time in which the customer receives the service, and as the performance obligations are fulfilled and the Company is entitled to that portion of revenue using the output method for the services. In situations where multiple performance obligations exist within a contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Commission revenues - Prior to the adoption of Topic 606, commission revenues, including those billed on an installment basis, were recognized on the latter of the policy effective date or the date that the premium was billed to the client, with the exception of the Company’s Arrowhead businesses, which followed a policy of recognizing these revenues on the latter of the policy effective date or processed date in our systems. As a result of the adoption of Topic 606, commission revenues associated with the issuance of policies are now recognized upon the effective date of the associated policy. The overall impact of these changes are not significant on a full-year basis, but the timing of recognizing revenue has impacted our fiscal quarters when compared to prior years. These commission revenues, including those billed on an installment basis, are now recognized earlier than they had been previously. Revenue is now accrued based upon the completion of the performance obligation, thereby creating a current asset for the unbilled revenue, until such time as an invoice is generated, which typically does not exceed twelve months. For the year ended December 31, 2018 , the adoption of Topic 606 increased base and incentive commissions revenue, as defined in Note 2, by $9.9 million compared to what would have been recognized under the Company’s previous accounting policies. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions - Prior to the adoption of Topic 606, revenue that was not fixed and determinable because a contingency existed was not recognized until the contingency was resolved. Under Topic 606, the Company must estimate the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions and fees. In connection with Topic 606, profit-sharing contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognizing profit-sharing contingent commissions will now more closely follow a similar pattern as our commissions and fees with any true-ups recognized when payments are received or as additional information that affects the estimate becomes available. For the year ended December 31, 2018 , the adoption of Topic 606 reduced profit-sharing contingent commissions revenue by $2.3 million compared to what would have been recognized under our previous accounting policies. Fee revenues - The Company earns fee revenue related to services other than securing insurance coverage, which are predominantly in the Company’s National Programs and Services Segments, and to a lesser extent in the large accounts businesses within the Company’s Retail Segment, where the Company receives negotiated fees in lieu of a commission. In accordance with Topic 606, fee revenue from fee agreements are recognized in earlier periods and others in later periods as compared to our previous accounting treatment depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. The overall impact of these changes is not significant on a full-year basis, but the timing of recognizing fees revenue will impact our fiscal quarters when compared to prior years. For the year ended December 31, 2018 , the adoption of Topic 606 increased fees revenue by $6.2 million compared to what would have been recognized under our previous accounting policies, including a one-time $10.5 million increase for revenues within our Services Segment. Excluding this increase, fee revenues would have decreased by $4.3 million . Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain - The adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period, which is consistent with the analysis performed on acquired customer accounts and referenced in Note 5 to the Company’s consolidated financial statements. For incremental costs with an amortization period of less than 12 months, the costs are expensed as incurred. For the year ended December 31, 2018 , the Company deferred $13.7 million of incremental cost to obtain customer contracts. The Company expensed $0.5 million of the incremental cost to obtain customer contracts for the year ended December 31, 2018 . Cost to fulfill - The adoption of ASC 340 resulted in the Company deferring certain costs to fulfill contracts and to recognize these costs as the associated performance obligations are fulfilled. In order for contract fulfillment costs to be deferred under ASC 340, the costs must (1) relate directly to a specific contract or anticipated contract, (2) generate or enhance resources that the Company will use in satisfying its obligations under the contract, and (3) be expected to be recovered through sufficient net cash flows from the contract. The Company does not expect the overall impact of these changes to be significant on a full-year basis, but the timing of recognizing these expenses will impact quarterly results compared to prior years as such recognition better aligns with the associated revenue. With the modified retrospective adoption of Topic 606, the Company deferred $52.7 million in contract fulfillment costs on its opening balance sheet on January 1, 2018 based upon the estimated average time spent on policy renewals. For the year ended December 31, 2018 , the Company had net expense of $1.3 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled. In connection with the implementation of Topic 606 and ASC 340, we modified, and in some instances instituted, additional accounting procedures, processes and internal controls. While the relative impacts of these standards to our revenue and expense streams are significant during a calendar year, we do not view these modifications and additions as a material change in our internal controls over financial reporting on a full year basis. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 Balance Sheet Assets: Premiums, commissions and fees receivable $ 546,402 $ 153,058 $ 699,460 Other current assets 47,864 52,680 100,544 Liabilities: Premiums payable to insurance companies 685,163 12,107 697,270 Accounts payable 64,177 8,747 72,924 Accrued expenses and other liabilities 228,748 22,794 251,542 Deferred income taxes, net 256,185 44,575 300,760 Shareholders' Equity: Retained earnings $ 2,456,599 $ 117,515 $ 2,574,114 The $52.7 million adjustment to other current assets reflects the deferral of certain cost to fulfill contracts. The $12.1 million adjustment to premiums payable to insurance companies reflects the estimated amount payable to outside brokers on unbilled premiums, commissions and fees receivable. The $8.7 million adjustment to accounts payable and the $22.8 million adjustment to accrued expenses and other liabilities consists of commissions payable and deferred revenue, respectively. The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. December 31, 2018 (in thousands) As reported Impact of adopting the New Revenue Standard Balances without the New Revenue Standard Statement of Income Revenues: Commissions and fees $ 2,009,857 $ 18,399 $ 1,991,458 Expenses: Employee compensation and benefits 1,068,914 (8,835 ) 1,077,749 Other operating expenses 332,118 10,621 321,497 Income taxes 118,207 4,246 113,961 Net income $ 344,255 $ 12,367 $ 331,888 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, where appropriate, 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 The Company earns commissions paid by insurance carriers for the binding of insurance coverage. Commissions are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over a period of time as the performance obligations are fulfilled. The Company earns fee revenue by receiving negotiated fees in lieu of a commission and from services other than securing insurance coverage. Fee revenues from certain agreements are recognized depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. In situations where multiple performance obligations exist within a fee contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions. Profit-sharing contingent commissions and incentive commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions based on the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Guaranteed supplemental commissions, a form of variable consideration, represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. Management determines the policy cancellation reserve based upon historical cancellation experience adjusted for any known circumstances. 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 the 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 the Company disburses them. Where allowed by law, the Company 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 the Company 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 the Company. 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 3 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 acquisition method. Acquisition purchase prices are typically based upon a multiple of average annual operating profit earned over a period of 3 years 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. The Company completed its most recent annual assessment as of November 30, 2018 and determined that the fair value of goodwill significantly exceeded the carrying value of such assets. In addition, as of December 31, 2018, there are no accumulated impairment losses. The carrying value of amortizable intangible assets attributable to each business or asset group comprising the Company 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, the Company 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, 2018, 2017 and 2016. Income Taxes The Company 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 the Company’s assets and liabilities. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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 with initial maturities greater than one year. In July 2018, the FASB also issued ASU 2018-10 and ASU 2018-11 related to Topic 842. ASU 2018-10 narrows certain aspects of the guidance issued in the amendments within ASU 2016-02. ASU 2018-11 provides entities with an additional transition method to adopt ASU 2016-02. Under this new transition method, at the adoption date, a company shall recognize a cumulative-effect adjustment to the opening balance of retained earnings. ASU 2016-02, along with ASU 2018-10 and ASU 2018-11, 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 expected to be the present value of the remaining lease payments and will 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. The Company plans to adopt Topic 842 under the transition method provided by ASU 2018-11. The undiscounted contractual cash payments remaining on leased properties were $213.2 million as of December 31, 2016, $210.4 million as of December 31, 2017 and $210.0 million as of December 31, 2018 as detailed in Note 14 “Commitments and Contingencies.” In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of this pronouncement. Recently Adopted Accounting Standards 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. ASU 2016-18 is effective for periods beginning after December 15, 2017. However, the Company elected to early adopt for the reporting period beginning January 1, 2017 under the full retrospective approach for all periods presented. With the adoption of ASU 2016-18, the change in restricted cash is no longer reflected as a change in operating assets and liabilities, and the Statement of Cash Flows details the changes in the balance of cash and cash equivalents inclusive of restricted cash. Net cash provided by operating activities for the year ended December 31, 2016 were previously reported as $375.2 million . With the retrospective adoption, the net cash provided by operating activities for the year ended December 31, 2016 is now reported as $411.0 million . The Company reflects cash collected from customers that is payable to insurance companies as restricted cash if segregation of this cash is required by the state of domicile for the office conducting this transaction or if required by contract with the relevant insurance company providing coverage. Cash collected from customers that is payable to insurance companies is reported in cash and cash equivalents if no such restriction is required. 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 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 with early adoption permitted. The Company adopted ASU 2016-15 effective January 1, 2018 and has determined there is no impact on the Company’s Statement of Cash Flows. The Company already presented 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 this ASU. 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 adopted the guidance on January 1, 2017, as required. Prior periods have not been adjusted, as the guidance was adopted prospectively. The principal impact is that the tax benefit or expense from stock compensation is now presented in the income tax line of the Statement of Income, whereas the prior treatment was to present this amount as a component of equity on the Balance Sheet. In addition, the tax benefit or expense is now presented as activity in Cash Flow from Operating Activity, rather than the prior presentation as Cash Flow from Financing Activity in the Statement of Cash Flows. The Company also continues 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. The Company adopted ASU 2016-08 effective contemporaneously with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 was limited to the claims administering activities of one of our businesses within our Services Segment and therefore was not material to the net income of the Company. 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 adopted the guidance on January 1, 2017, as required and prior period have been adjusted to reflect this adoption. This reclassification occurred prior to the passage of the Tax Cuts and Jobs Act of 2017, which had a material impact on the value of deferred tax items. See Note 10 “Income Taxes” for more information. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), which provides guidance for revenue recognition. Topic 606 affects any entity that either enters into contracts with customers to transfer goods or services. It supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company should 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. Effective as of January 1, 2018, the Company adopted ASU 2014–09, and all related amendments, which established ASC Topic 606. The Company adopted these standards by recognizing the cumulative effect as an adjustment to opening retained earnings at January 1, 2018, under the modified retrospective method for contracts not completed as of the day of adoption. The cumulative impact of adopting Topic 606 on January 1, 2018 was an increase in retained earnings within stockholders’ equity of $117.5 million . Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and, therefore, such information presented prior to January 1, 2018 continue to be reported under the Company’s previous accounting policies. The following areas are impacted by the adoption of Topic 606: The Company earns commissions and fees paid by insurance carriers for the binding of insurance coverage. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over the period of time in which the customer receives the service, and as the performance obligations are fulfilled and the Company is entitled to that portion of revenue using the output method for the services. In situations where multiple performance obligations exist within a contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Commission revenues - Prior to the adoption of Topic 606, commission revenues, including those billed on an installment basis, were recognized on the latter of the policy effective date or the date that the premium was billed to the client, with the exception of the Company’s Arrowhead businesses, which followed a policy of recognizing these revenues on the latter of the policy effective date or processed date in our systems. As a result of the adoption of Topic 606, commission revenues associated with the issuance of policies are now recognized upon the effective date of the associated policy. The overall impact of these changes are not significant on a full-year basis, but the timing of recognizing revenue has impacted our fiscal quarters when compared to prior years. These commission revenues, including those billed on an installment basis, are now recognized earlier than they had been previously. Revenue is now accrued based upon the completion of the performance obligation, thereby creating a current asset for the unbilled revenue, until such time as an invoice is generated, which typically does not exceed twelve months. For the year ended December 31, 2018 , the adoption of Topic 606 increased base and incentive commissions revenue, as defined in Note 2, by $9.9 million compared to what would have been recognized under the Company’s previous accounting policies. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions - Prior to the adoption of Topic 606, revenue that was not fixed and determinable because a contingency existed was not recognized until the contingency was resolved. Under Topic 606, the Company must estimate the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions and fees. In connection with Topic 606, profit-sharing contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognizing profit-sharing contingent commissions will now more closely follow a similar pattern as our commissions and fees with any true-ups recognized when payments are received or as additional information that affects the estimate becomes available. For the year ended December 31, 2018 , the adoption of Topic 606 reduced profit-sharing contingent commissions revenue by $2.3 million compared to what would have been recognized under our previous accounting policies. Fee revenues - The Company earns fee revenue related to services other than securing insurance coverage, which are predominantly in the Company’s National Programs and Services Segments, and to a lesser extent in the large accounts businesses within the Company’s Retail Segment, where the Company receives negotiated fees in lieu of a commission. In accordance with Topic 606, fee revenue from fee agreements are recognized in earlier periods and others in later periods as compared to our previous accounting treatment depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. The overall impact of these changes is not significant on a full-year basis, but the timing of recognizing fees revenue will impact our fiscal quarters when compared to prior years. For the year ended December 31, 2018 , the adoption of Topic 606 increased fees revenue by $6.2 million compared to what would have been recognized under our previous accounting policies, including a one-time $10.5 million increase for revenues within our Services Segment. Excluding this increase, fee revenues would have decreased by $4.3 million . Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain - The adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period, which is consistent with the analysis performed on acquired customer accounts and referenced in Note 5 to the Company’s consolidated financial statements. For incremental costs with an amortization period of less than 12 months, the costs are expensed as incurred. For the year ended December 31, 2018 , the Company deferred $13.7 million of incremental cost to obtain customer contracts. The Company expensed $0.5 million of the incremental cost to obtain customer contracts for the year ended December 31, 2018 . Cost to fulfill - The adoption of ASC 340 resulted in the Company deferring certain costs to fulfill contracts and to recognize these costs as the associated performance obligations are fulfilled. In order for contract fulfillment costs to be deferred under ASC 340, the costs must (1) relate directly to a specific contract or anticipated contract, (2) generate or enhance resources that the Company will use in satisfying its obligations under the contract, and (3) be expected to be recovered through sufficient net cash flows from the contract. The Company does not expect the overall impact of these changes to be significant on a full-year basis, but the timing of recognizing these expenses will impact quarterly results compared to prior years as such recognition better aligns with the associated revenue. With the modified retrospective adoption of Topic 606, the Company deferred $52.7 million in contract fulfillment costs on its opening balance sheet on January 1, 2018 based upon the estimated average time spent on policy renewals. For the year ended December 31, 2018 , the Company had net expense of $1.3 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled. In connection with the implementation of Topic 606 and ASC 340, we modified, and in some instances instituted, additional accounting procedures, processes and internal controls. While the relative impacts of these standards to our revenue and expense streams are significant during a calendar year, we do not view these modifications and additions as a material change in our internal controls over financial reporting on a full year basis. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 Balance Sheet Assets: Premiums, commissions and fees receivable $ 546,402 $ 153,058 $ 699,460 Other current assets 47,864 52,680 100,544 Liabilities: Premiums payable to insurance companies 685,163 12,107 697,270 Accounts payable 64,177 8,747 72,924 Accrued expenses and other liabilities 228,748 22,794 251,542 Deferred income taxes, net 256,185 44,575 300,760 Shareholders' Equity: Retained earnings $ 2,456,599 $ 117,515 $ 2,574,114 The $52.7 million adjustment to other current assets reflects the deferral of certain cost to fulfill contracts. The $12.1 million adjustment to premiums payable to insurance companies reflects the estimated amount payable to outside brokers on unbilled premiums, commissions and fees receivable. The $8.7 million adjustment to accounts payable and the $22.8 million adjustment to accrued expenses and other liabilities consists of commissions payable and deferred revenue, respectively. The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. December 31, 2018 (in thousands) As reported Impact of adopting the New Revenue Standard Balances without the New Revenue Standard Statement of Income Revenues: Commissions and fees $ 2,009,857 $ 18,399 $ 1,991,458 Expenses: Employee compensation and benefits 1,068,914 (8,835 ) 1,077,749 Other operating expenses 332,118 10,621 321,497 Income taxes 118,207 4,246 113,961 Net income $ 344,255 $ 12,367 $ 331,888 |
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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company earns commissions paid by insurance carriers for the binding of insurance coverage. Commissions are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over a period of time as the performance obligations are fulfilled. The Company earns fee revenue by receiving negotiated fees in lieu of a commission and from services other than securing insurance coverage. Fee revenues from certain agreements are recognized depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. In situations where multiple performance obligations exist within a fee contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions. Profit-sharing contingent commissions and incentive commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions based on the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Guaranteed supplemental commissions, a form of variable consideration, represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. |
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 the 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 the Company disburses them. Where allowed by law, the Company 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 the Company 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. |
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. Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis |
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 3 to 15 |
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 acquisition method. Acquisition purchase prices are typically based upon a multiple of average annual operating profit earned over a period of 3 years 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. The Company completed its most recent annual assessment as of November 30, 2018 and determined that the fair value of goodwill significantly exceeded the carrying value of such assets. In addition, as of December 31, 2018, there are no accumulated impairment losses. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company 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 the Company’s assets and liabilities. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company grants non-vested stock awards to its employees and officers and fully vested stock awards to 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. |
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 |
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. |
Insurance Premiums Revenue Recognition, Policy [Policy Text Block] | PremiumsPremiums 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, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 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, casualty and employee benefits areas. Brown & Brown’s business is divided into four |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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 with initial maturities greater than one year. In July 2018, the FASB also issued ASU 2018-10 and ASU 2018-11 related to Topic 842. ASU 2018-10 narrows certain aspects of the guidance issued in the amendments within ASU 2016-02. ASU 2018-11 provides entities with an additional transition method to adopt ASU 2016-02. Under this new transition method, at the adoption date, a company shall recognize a cumulative-effect adjustment to the opening balance of retained earnings. ASU 2016-02, along with ASU 2018-10 and ASU 2018-11, 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 expected to be the present value of the remaining lease payments and will 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. The Company plans to adopt Topic 842 under the transition method provided by ASU 2018-11. The undiscounted contractual cash payments remaining on leased properties were $213.2 million as of December 31, 2016, $210.4 million as of December 31, 2017 and $210.0 million as of December 31, 2018 as detailed in Note 14 “Commitments and Contingencies.” In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of this pronouncement. Recently Adopted Accounting Standards 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. ASU 2016-18 is effective for periods beginning after December 15, 2017. However, the Company elected to early adopt for the reporting period beginning January 1, 2017 under the full retrospective approach for all periods presented. With the adoption of ASU 2016-18, the change in restricted cash is no longer reflected as a change in operating assets and liabilities, and the Statement of Cash Flows details the changes in the balance of cash and cash equivalents inclusive of restricted cash. Net cash provided by operating activities for the year ended December 31, 2016 were previously reported as $375.2 million . With the retrospective adoption, the net cash provided by operating activities for the year ended December 31, 2016 is now reported as $411.0 million . The Company reflects cash collected from customers that is payable to insurance companies as restricted cash if segregation of this cash is required by the state of domicile for the office conducting this transaction or if required by contract with the relevant insurance company providing coverage. Cash collected from customers that is payable to insurance companies is reported in cash and cash equivalents if no such restriction is required. 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 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 with early adoption permitted. The Company adopted ASU 2016-15 effective January 1, 2018 and has determined there is no impact on the Company’s Statement of Cash Flows. The Company already presented 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 this ASU. 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 adopted the guidance on January 1, 2017, as required. Prior periods have not been adjusted, as the guidance was adopted prospectively. The principal impact is that the tax benefit or expense from stock compensation is now presented in the income tax line of the Statement of Income, whereas the prior treatment was to present this amount as a component of equity on the Balance Sheet. In addition, the tax benefit or expense is now presented as activity in Cash Flow from Operating Activity, rather than the prior presentation as Cash Flow from Financing Activity in the Statement of Cash Flows. The Company also continues 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. The Company adopted ASU 2016-08 effective contemporaneously with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 was limited to the claims administering activities of one of our businesses within our Services Segment and therefore was not material to the net income of the Company. 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 adopted the guidance on January 1, 2017, as required and prior period have been adjusted to reflect this adoption. This reclassification occurred prior to the passage of the Tax Cuts and Jobs Act of 2017, which had a material impact on the value of deferred tax items. See Note 10 “Income Taxes” for more information. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), which provides guidance for revenue recognition. Topic 606 affects any entity that either enters into contracts with customers to transfer goods or services. It supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company should 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. Effective as of January 1, 2018, the Company adopted ASU 2014–09, and all related amendments, which established ASC Topic 606. The Company adopted these standards by recognizing the cumulative effect as an adjustment to opening retained earnings at January 1, 2018, under the modified retrospective method for contracts not completed as of the day of adoption. The cumulative impact of adopting Topic 606 on January 1, 2018 was an increase in retained earnings within stockholders’ equity of $117.5 million . Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and, therefore, such information presented prior to January 1, 2018 continue to be reported under the Company’s previous accounting policies. The following areas are impacted by the adoption of Topic 606: The Company earns commissions and fees paid by insurance carriers for the binding of insurance coverage. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over the period of time in which the customer receives the service, and as the performance obligations are fulfilled and the Company is entitled to that portion of revenue using the output method for the services. In situations where multiple performance obligations exist within a contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Commission revenues - Prior to the adoption of Topic 606, commission revenues, including those billed on an installment basis, were recognized on the latter of the policy effective date or the date that the premium was billed to the client, with the exception of the Company’s Arrowhead businesses, which followed a policy of recognizing these revenues on the latter of the policy effective date or processed date in our systems. As a result of the adoption of Topic 606, commission revenues associated with the issuance of policies are now recognized upon the effective date of the associated policy. The overall impact of these changes are not significant on a full-year basis, but the timing of recognizing revenue has impacted our fiscal quarters when compared to prior years. These commission revenues, including those billed on an installment basis, are now recognized earlier than they had been previously. Revenue is now accrued based upon the completion of the performance obligation, thereby creating a current asset for the unbilled revenue, until such time as an invoice is generated, which typically does not exceed twelve months. For the year ended December 31, 2018 , the adoption of Topic 606 increased base and incentive commissions revenue, as defined in Note 2, by $9.9 million compared to what would have been recognized under the Company’s previous accounting policies. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions - Prior to the adoption of Topic 606, revenue that was not fixed and determinable because a contingency existed was not recognized until the contingency was resolved. Under Topic 606, the Company must estimate the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions and fees. In connection with Topic 606, profit-sharing contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognizing profit-sharing contingent commissions will now more closely follow a similar pattern as our commissions and fees with any true-ups recognized when payments are received or as additional information that affects the estimate becomes available. For the year ended December 31, 2018 , the adoption of Topic 606 reduced profit-sharing contingent commissions revenue by $2.3 million compared to what would have been recognized under our previous accounting policies. Fee revenues - The Company earns fee revenue related to services other than securing insurance coverage, which are predominantly in the Company’s National Programs and Services Segments, and to a lesser extent in the large accounts businesses within the Company’s Retail Segment, where the Company receives negotiated fees in lieu of a commission. In accordance with Topic 606, fee revenue from fee agreements are recognized in earlier periods and others in later periods as compared to our previous accounting treatment depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. The overall impact of these changes is not significant on a full-year basis, but the timing of recognizing fees revenue will impact our fiscal quarters when compared to prior years. For the year ended December 31, 2018 , the adoption of Topic 606 increased fees revenue by $6.2 million compared to what would have been recognized under our previous accounting policies, including a one-time $10.5 million increase for revenues within our Services Segment. Excluding this increase, fee revenues would have decreased by $4.3 million . Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain - The adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period, which is consistent with the analysis performed on acquired customer accounts and referenced in Note 5 to the Company’s consolidated financial statements. For incremental costs with an amortization period of less than 12 months, the costs are expensed as incurred. For the year ended December 31, 2018 , the Company deferred $13.7 million of incremental cost to obtain customer contracts. The Company expensed $0.5 million of the incremental cost to obtain customer contracts for the year ended December 31, 2018 . Cost to fulfill - The adoption of ASC 340 resulted in the Company deferring certain costs to fulfill contracts and to recognize these costs as the associated performance obligations are fulfilled. In order for contract fulfillment costs to be deferred under ASC 340, the costs must (1) relate directly to a specific contract or anticipated contract, (2) generate or enhance resources that the Company will use in satisfying its obligations under the contract, and (3) be expected to be recovered through sufficient net cash flows from the contract. The Company does not expect the overall impact of these changes to be significant on a full-year basis, but the timing of recognizing these expenses will impact quarterly results compared to prior years as such recognition better aligns with the associated revenue. With the modified retrospective adoption of Topic 606, the Company deferred $52.7 million in contract fulfillment costs on its opening balance sheet on January 1, 2018 based upon the estimated average time spent on policy renewals. For the year ended December 31, 2018 , the Company had net expense of $1.3 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled. In connection with the implementation of Topic 606 and ASC 340, we modified, and in some instances instituted, additional accounting procedures, processes and internal controls. While the relative impacts of these standards to our revenue and expense streams are significant during a calendar year, we do not view these modifications and additions as a material change in our internal controls over financial reporting on a full year basis. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 Balance Sheet Assets: Premiums, commissions and fees receivable $ 546,402 $ 153,058 $ 699,460 Other current assets 47,864 52,680 100,544 Liabilities: Premiums payable to insurance companies 685,163 12,107 697,270 Accounts payable 64,177 8,747 72,924 Accrued expenses and other liabilities 228,748 22,794 251,542 Deferred income taxes, net 256,185 44,575 300,760 Shareholders' Equity: Retained earnings $ 2,456,599 $ 117,515 $ 2,574,114 The $52.7 million adjustment to other current assets reflects the deferral of certain cost to fulfill contracts. The $12.1 million adjustment to premiums payable to insurance companies reflects the estimated amount payable to outside brokers on unbilled premiums, commissions and fees receivable. The $8.7 million adjustment to accounts payable and the $22.8 million adjustment to accrued expenses and other liabilities consists of commissions payable and deferred revenue, respectively. The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. December 31, 2018 (in thousands) As reported Impact of adopting the New Revenue Standard Balances without the New Revenue Standard Statement of Income Revenues: Commissions and fees $ 2,009,857 $ 18,399 $ 1,991,458 Expenses: Employee compensation and benefits 1,068,914 (8,835 ) 1,077,749 Other operating expenses 332,118 10,621 321,497 Income taxes 118,207 4,246 113,961 Net income $ 344,255 $ 12,367 $ 331,888 |
Commitments and Contingencies L
Commitments and Contingencies Legal Proceedings (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |
Legal Matters and Contingencies [Text Block] | 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, 2018 and 2017 . 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. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 (1) 2016 (1) Net income $ 344,255 $ 399,630 $ 257,491 Net income attributable to unvested awarded performance stock (8,297 ) (9,746 ) (6,705 ) Net income attributable to common shares $ 335,958 $ 389,884 $ 250,786 Weighted average number of common shares outstanding – basic 277,663 279,394 279,558 Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic (6,692 ) (6,814 ) (7,280 ) Weighted average number of common shares outstanding for basic earnings per common share 270,971 272,580 272,278 Dilutive effect of stock options 4,550 5,006 3,330 Weighted average number of shares outstanding – diluted 275,521 277,586 275,608 Net income per share: Basic $ 1.24 $ 1.43 $ 0.92 Diluted $ 1.22 $ 1.40 $ 0.91 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | |||
Purchase price allocation for current year acquisitions and adjustments made for prior year acquisitions | (in thousands) Name Business segment Effective date of acquisition Cash paid Common Stock Issued Other payable Recorded earn-out payable Net assets acquired Maximum potential earn- out payable Opus Advisory Group, LLC (Opus) Retail February 1, 2018 $ 20,400 $ — $ 200 $ 2,384 $ 22,984 $ 3,600 Kerxton Insurance Agency, Inc. (Kerxton) Retail March 1, 2018 13,176 — 1,490 2,080 16,746 2,920 Automotive Development Group, LLC (ADG) Retail May 1, 2018 29,471 — 559 17,545 47,575 20,000 Servco Pacific, Inc. (Servco) Retail June 1, 2018 76,245 — — 934 77,179 7,000 Tower Hill Prime Insurance Company (Tower Hill) National Programs July 1, 2018 20,300 — — 1,188 21,488 7,700 Health Special Risk, Inc. (HSR) National Programs July 1, 2018 20,132 — — 1,991 22,123 9,000 Professional Disability Associates, LLC (PDA) Services July 1, 2018 15,025 — — 9,818 24,843 17,975 Finance & Insurance Resources, Inc. (F&I) Retail September 1, 2018 44,940 — 410 9,121 54,471 19,500 Rodman Insurance Agency, Inc. (Rodman) Retail November 1, 2018 31,121 — 261 3,720 35,102 9,850 The Hays Group, Inc. et al (Hays) Retail November 16, 2018 605,000 100,000 — 19,600 724,600 25,000 Dealer Associates, Inc. (Dealer) Retail December 1, 2018 28,825 — 1,175 3,100 33,100 12,125 Other Various Various 30,293 — 1,367 5,896 37,556 12,998 Total $ 934,928 $ 100,000 $ 5,462 $ 77,377 $ 1,117,767 $ 147,668 | (in thousands) Name Business Effective Cash Other Recorded Net Assets Maximum Other Various Various $ 41,471 $ 11,708 $ 6,921 $ 60,100 $ 27,451 Total $ 41,471 $ 11,708 $ 6,921 $ 60,100 $ 27,451 | 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 |
Estimated fair values of aggregate assets and liabilities acquired | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions. (in thousands) Opus Kerxton ADG Servco Tower Hill HSR PDA F&I Rodman Hays Cash $ — $ — $ — $ 8,188 $ — $ 3,114 $ (248 ) $ — $ — $ — Other current assets 1,215 663 1,500 7,769 — 818 1,762 999 1,062 36,254 Fixed assets 11 10 67 179 $ — $ 124 $ 310 $ 34 $ 45 $ 4,936 Goodwill 16,414 12,423 35,769 54,429 — 18,737 16,547 36,423 26,572 456,217 Purchased customer accounts 5,008 4,712 9,751 16,442 21,468 5,516 7,700 16,611 10,129 218,600 Non-compete agreements 21 22 21 1 20 65 82 21 51 2,600 Other assets 315 419 467 1,478 — 21 6 383 542 13,977 Total assets acquired 22,984 18,249 47,575 88,486 21,488 28,395 26,159 54,471 38,401 732,584 Other current liabilities — (1,503 ) — (11,307 ) — (5,930 ) (1,093 ) — (3,299 ) (7,984 ) Other liabilities — — — — — (342 ) (223 ) — — — Total liabilities assumed — (1,503 ) — (11,307 ) — (6,272 ) (1,316 ) — (3,299 ) (7,984 ) Net assets acquired $ 22,984 $ 16,746 $ 47,575 $ 77,179 $ 21,488 $ 22,123 $ 24,843 $ 54,471 $ 35,102 $ 724,600 (in thousands) Dealer Other Total Cash $ — $ — $ 11,054 Other current assets 552 323 52,917 Fixed assets 13 100 5,829 Goodwill 21,467 22,712 717,710 Purchased customer accounts 10,986 15,085 342,008 Non-compete agreements 21 297 3,222 Other assets 226 754 18,588 Total assets acquired 33,265 39,271 1,151,328 Other current liabilities (165 ) (1,715 ) (32,996 ) Other liabilities — — (565 ) Total liabilities assumed (165 ) (1,715 ) (33,561 ) Net assets acquired $ 33,100 $ 37,556 $ 1,117,767 | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) Total Other current assets $ 601 Fixed assets 69 Goodwill 42,172 Purchased customer accounts 18,738 Non-compete agreements 721 Total assets acquired 62,301 Other current liabilities (1,512 ) Deferred income tax, net (689 ) Total liabilities assumed (2,201 ) Net assets acquired $ 60,100 | 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 |
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) Year Ended December 31, (in thousands, except per share data) 2018 2017 Total revenues $ 2,259,812 $ 2,193,169 Income before income taxes $ 504,664 $ 503,927 Net income $ 375,670 $ 447,796 Net income per share: Basic $ 1.35 $ 1.60 Diluted $ 1.33 $ 1.57 Weighted average number of shares outstanding: Basic 270,971 272,580 Diluted 275,521 277,586 | These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) Year Ended December 31, (in thousands, except per share data) 2017 2016 Total revenues $ 1,891,701 $ 1,784,776 Income before income taxes $ 453,397 $ 429,490 Net income $ 401,908 $ 261,133 Net income per share: Basic $ 1.44 $ 0.93 Diluted $ 1.41 $ 0.92 Weighted average number of shares outstanding: Basic 272,580 272,278 Diluted 277,586 275,608 | These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods. (UNAUDITED) Year Ended December 31, (in thousands, except per share data) 2016 2015 Total revenues $ 1,789,790 $ 1,716,592 Income before income taxes $ 428,194 $ 414,911 Net income $ 260,346 $ 250,783 Net income per share: Basic $ 0.93 $ 0.89 Diluted $ 0.92 $ 0.87 Weighted average number of shares outstanding: Basic 272,278 275,620 Diluted 275,608 280,224 |
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, 2018 , 2017 and 2016 were as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Balance as of the beginning of the period $ 36,175 $ 63,821 $ 78,387 Additions to estimated acquisition earn-out payables 77,377 6,920 4,462 Payments for estimated acquisition earn-out payables (26,597 ) (43,766 ) (28,213 ) Subtotal 86,955 26,975 54,636 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables 603 6,874 6,338 Interest expense accretion 2,366 2,326 2,847 Net change in earnings from estimated acquisition earn-out payables 2,969 9,200 9,185 Balance as of December 31, $ 89,924 $ 36,175 $ 63,821 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2017 $ 1,354,667 $ 901,294 $ 284,869 $ 134,572 $ 2,675,402 Goodwill of acquired businesses 33,076 7,178 1,229 689 42,172 Goodwill disposed of relating to sales of businesses (1,495 ) — — — (1,495 ) Balance as of December 31, 2017 $ 1,386,248 $ 908,472 $ 286,098 $ 135,261 $ 2,716,079 Goodwill of acquired businesses 676,902 18,737 5,524 16,547 717,710 Goodwill disposed of relating to sales of businesses — (1,003 ) — — (1,003 ) Balance as of December 31, 2018 $ 2,063,150 $ 926,206 $ 291,622 $ 151,808 $ 3,432,786 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | Amortizable intangible assets at December 31, 2018 and 2017 consisted of the following: December 31, 2018 December 31, 2017 (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 $ 1,804,404 $ (909,415 ) $ 894,989 14.9 $ 1,464,274 $ (824,584 ) $ 639,690 15.0 Non-compete agreements 33,469 (29,651 ) 3,818 4.5 30,287 (28,972 ) 1,315 4.6 Total $ 1,837,873 $ (939,066 ) $ 898,807 $ 1,494,561 $ (853,556 ) $ 641,005 (1) |
Investments (Tables)
Investments (Tables) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of Investments in Fixed Maturity Securities | At December 31, 2018 , 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 Municipalities $ 21,729 $ 7 $ (222 ) $ 21,514 Corporate debt 623 — — 623 Total $ 22,352 $ 7 $ (222 ) $ 22,137 At December 31, 2018 , the Company held $21.7 million in fixed income securities composed of U.S Treasury securities, securities issued by U.S. Government agencies and Municipalities, and $0.6 million issued by corporations with investment-grade ratings. Of the total, $4.8 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 $8.1 million | At December 31, 2017 , 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 Municipalities $ 29,970 $ — $ (206 ) $ 29,764 Corporate debt 1,072 12 — 1,084 Total $ 31,042 $ 12 $ (206 ) $ 30,848 |
Summary of Unrealized Loss Position | 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, 2018 : (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 Municipalities $ 5,866 $ (6 ) $ 12,634 $ (216 ) $ 18,500 $ (222 ) Corporate debt 457 — 100 — 557 — Total $ 6,323 $ (6 ) $ 12,734 $ (216 ) $ 19,057 $ (222 ) | 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, 2017 : (in thousands) Less than 12 Months 12 Months or More Total Fair value Unrealized losses Fair value Unrealized Fair value Unrealized U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 17,919 $ (157 ) $ 11,845 $ (49 ) $ 29,764 $ (206 ) Corporate debt 400 — — — 400 — Total $ 18,319 $ (157 ) $ 11,845 $ (49 ) $ 30,164 $ (206 ) |
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, 2018 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 4,768 $ 4,743 Due after one year through five years 17,584 17,394 Due after five years through ten years — — Total $ 22,352 $ 22,137 | The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2017 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 16,934 $ 16,899 Due after one year through five years 13,876 13,708 Due after five years through ten years 232 241 Total $ 31,042 $ 30,848 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets at December 31 consisted of the following: (in thousands) 2018 2017 Furniture, fixtures and equipment $ 213,928 $ 190,784 Leasehold improvements 39,194 35,481 Construction in progress 7,568 — Land, buildings and improvements 8,185 7,643 Total cost 268,875 233,908 Less accumulated depreciation and amortization (168,480 ) (156,822 ) Total $ 100,395 $ 77,086 Depreciation and amortization expense for fixed assets amounted to $22.8 million in 2018 , $22.7 million in 2017 and $21.0 million in 2016 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |||
Other Current Liabilities [Table Text Block] | $ 13,357 | $ 10,951 | |
Accrued expenses and other liabilities | 279,310 | $ 251,542 | 228,748 |
Interest Payable, Current | 7,669 | 6,749 | |
Reserve for policy cancellations | 15,197 | 11,048 | |
Accrued Rent and Vendor Expenses | 34,110 | 30,616 | |
Accrued Employee Benefits, Current | 51,731 | 40,540 | |
Accrued Bonuses | $ 120,228 | 106,923 | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other liabilities at December 31 consisted of the following: (in thousands) 2018 2017 Accrued incentive compensation $ 120,228 $ 106,923 Accrued compensation and benefits 51,731 40,540 Accrued rent and vendor expenses 34,110 30,616 Deferred revenue 37,018 21,921 Reserve for policy cancellations 15,197 11,048 Accrued interest 7,669 6,749 Other 13,357 10,951 Total $ 279,310 $ 228,748 | ||
Deferred Revenue | $ 37,018 | $ 21,921 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Instrument | Long-term debt at December 31, 2018 and 2017 consisted of the following: (in thousands) December 31, 2018 December 31, 2017 Current portion of long-term debt: Current portion of 5-year term loan facility expires 2022 $ 35,000 $ 20,000 4.500% Senior Notes, Series E, quarterly interest payments, balloon due 2018 — 100,000 Current portion of 5-year term loan credit agreement expires 2023 15,000 — Total current portion of long-term debt 50,000 120,000 Long-term debt: Note agreements: 4.200% Senior Notes, semi-annual interest payments, balloon due 2024 499,101 498,943 Total notes 499,101 498,943 Credit agreements: 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires June 28, 2022 330,000 365,000 5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022 350,000 — 5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires December 21, 2023 $ 285,000 $ — Total credit agreements 965,000 365,000 Debt issuance costs (contra) (7,111 ) (7,802 ) Total long-term debt less unamortized discount and debt issuance costs 1,456,990 856,141 Current portion of long-term debt 50,000 120,000 Total debt $ 1,506,990 $ 976,141 |
Income Taxes (Tables)
Income Taxes (Tables) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ignificant components of the Company’s net deferred tax liabilities as of December 31 are as follows: (in thousands) 2018 2017 Non-current deferred tax liabilities: Intangible assets $ 334,200 $ 306,351 Fixed assets 4,929 2,723 Impact of adoption of ASC 606 revenue recognition 29,729 — Net unrealized holding (loss)/gain on available-for-sale securities (78 ) (6 ) Total non-current deferred tax liabilities 368,780 309,068 Non-current deferred tax assets: Deferred compensation 41,293 36,701 Accruals and reserves 10,455 7,534 Deferred profit-sharing contingent commissions — 7,107 Net operating loss carryforwards 2,196 2,434 Valuation allowance for deferred tax assets (896 ) (893 ) Total non-current deferred tax assets 53,048 52,883 Net non-current deferred tax liability $ 315,732 $ 256,185 | ||
Income Tax Disclosure [Text Block] | Income Taxes On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The Tax Reform Act makes changes to the U.S. tax code that affected our income tax rate in 2017. The Tax Reform Act reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and requires companies to pay a one-time transition tax on certain unrepatriated earnings from foreign subsidiaries. The Tax Reform Act also establishes new tax laws that became effective January 1, 2018. ASC 740 requires a company to record the effects of a tax law change in the period of enactment, however, shortly after the enactment of the Tax Reform Act, the SEC staff issued SAB 118, which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. For 2017, we made a reasonable estimate of the impact of the Tax Reform Act and recorded a one-time credit in our 2017 income tax expense of $120.9 million , which reflects an estimated reduction in our deferred income tax liabilities of $124.2 million as a result of the maximum federal rate decreasing to 21.0% from 35.0% , which was partially offset by an estimated increase in income tax payable in the amount of $3.3 million as a result of the transition tax on cash and cash equivalent balances related to untaxed accumulated earnings associated with our international operations. During 2018, we made a credit adjustment to the transition tax on untaxed international operations in the amount of $1.6 million . This adjustment was a reduction of income tax expense for 2018 as a result of updated calculations based on the Company’s tax filings for the 2017 year end. As of December 31, 2018, management does not expect any further changes to the amounts previously recorded and adjusted under SAB 118. Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) 2018 2017 2016 Current: Federal $ 77,694 $ 129,954 $ 126,145 State 25,096 21,392 21,110 Foreign 409 929 590 Total current provision 103,199 152,275 147,845 Deferred: Federal 8,483 18,999 15,551 State 6,519 2,984 2,612 Foreign 6 — — Tax Reform Act deferred tax revaluation — (124,166 ) — Total deferred provision 15,008 (102,183 ) 18,163 Total tax provision $ 118,207 $ 50,092 $ 166,008 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: 2018 2017 2016 Federal statutory tax rate 21.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 5.7 3.8 3.9 Non-deductible employee stock purchase plan expense 0.2 0.3 0.3 Non-deductible meals and entertainment 0.3 0.3 0.3 Non-deductible officers’ compensation 0.3 — — Tax Reform Act deferred tax revaluation and transition tax impact (0.3) (26.9) — Other, net (1.6) (1.4) (0.3) Effective tax rate 25.6% 11.1% 39.2% 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 the Company’s net deferred tax liabilities as of December 31 are as follows: (in thousands) 2018 2017 Non-current deferred tax liabilities: Intangible assets $ 334,200 $ 306,351 Fixed assets 4,929 2,723 Impact of adoption of ASC 606 revenue recognition 29,729 — Net unrealized holding (loss)/gain on available-for-sale securities (78 ) (6 ) Total non-current deferred tax liabilities 368,780 309,068 Non-current deferred tax assets: Deferred compensation 41,293 36,701 Accruals and reserves 10,455 7,534 Deferred profit-sharing contingent commissions — 7,107 Net operating loss carryforwards 2,196 2,434 Valuation allowance for deferred tax assets (896 ) (893 ) Total non-current deferred tax assets 53,048 52,883 Net non-current deferred tax liability $ 315,732 $ 256,185 Income taxes paid in 2018 , 2017 and 2016 were $110.6 million , $152.0 million and $143.1 million , respectively. At December 31, 2018 , the Company had net operating loss carryforwards of $0.1 million and $42.5 million for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2019 through 2038 . The federal carryforward is derived from insurance operations acquired by the Company 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) 2018 2017 2016 Unrecognized tax benefits balance at January 1 $ 1,694 $ 750 $ 584 Gross increases for tax positions of prior years 594 1,070 412 Gross decreases for tax positions of prior years (5 ) — (41 ) Settlements (644 ) (126 ) (205 ) Unrecognized tax benefits balance at December 31 $ 1,639 $ 1,694 $ 750 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2018 , 2017 and 2016 the Company had $197,205 , $228,608 and $86,191 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 $1.6 million as of December 31, 2018 , $1.7 million as of December 31, 2017 and $0.8 million as of December 31, 2016 . 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 differed from the method used for book purposes, it resulted in a current deferred tax asset as of December 31, 2017 and 2016. As of January 1, 2018, pursuant to ASU 606, Revenue Recognition, the deferred tax asset was removed and was included in the Company’s overall beginning retained earnings adjustment per ASC 606. The Company will now follow book treatment for accrued profit-sharing contingent commissions. 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 2014 through 2018 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 2012 through 2018. In the United Kingdom, the Company’s filings remain open for audit for the fiscal years 2017 and 2018. During 2017, the Company settled the previously disclosed IRS income tax audit of The Wright Insurance Group for the short period ended May 1, 2014. Pursuant to the agreement in which the Company acquired The Wright Insurance Group, the Company was fully indemnified for all audit-related assessments. During 2018, the Company settled the previously disclosed State of Massachusetts income tax audit for the fiscal year 2013 through 2014. In addition, the Company is currently under audit in the states of Colorado, Illinois, Kansas, Massachusetts and New York for the fiscal years 2015 through 2017. | ||
Summary of Income Tax Contingencies [Table Text Block] | $ 15,008 | $ (102,183) | $ 18,163 |
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) 2018 2017 2016 Unrecognized tax benefits balance at January 1 $ 1,694 $ 750 $ 584 Gross increases for tax positions of prior years 594 1,070 412 Gross decreases for tax positions of prior years (5 ) — (41 ) Settlements (644 ) (126 ) (205 ) Unrecognized tax benefits balance at December 31 $ 1,639 $ 1,694 $ 750 | ||
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) 2018 2017 2016 Current: Federal $ 77,694 $ 129,954 $ 126,145 State 25,096 21,392 21,110 Foreign 409 929 590 Total current provision 103,199 152,275 147,845 Deferred: Federal 8,483 18,999 15,551 State 6,519 2,984 2,612 Foreign 6 — — Tax Reform Act deferred tax revaluation — (124,166 ) — Total deferred provision 15,008 (102,183 ) 18,163 Total tax provision $ 118,207 $ 50,092 $ 166,008 |
Income Taxes Tax Rate (Tables)
Income Taxes Tax Rate (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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: 2018 2017 2016 Federal statutory tax rate 21.0% 35.0% 35.0% State income taxes, net of federal income tax benefit 5.7 3.8 3.9 Non-deductible employee stock purchase plan expense 0.2 0.3 0.3 Non-deductible meals and entertainment 0.3 0.3 0.3 Non-deductible officers’ compensation 0.3 — — Tax Reform Act deferred tax revaluation and transition tax impact (0.3) (26.9) — Other, net (1.6) (1.4) (0.3) Effective tax rate 25.6% 11.1% 39.2% |
Stock Based Compensation (Table
Stock Based Compensation (Tables) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 33,519 | $ 30,631 | $ 16,052 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of PSP activity for the years ended December 31, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 4.52 3,204,428 3,188,428 16,000 Granted $ — — — — Awarded $ — — 8,000 (8,000 ) Vested $ 3.19 (1,012,844 ) (1,012,844 ) — Forfeited $ 5.26 (185,034 ) (177,034 ) (8,000 ) Outstanding at December 31, 2016 $ 5.11 2,006,550 2,006,550 — Granted $ — — — — Awarded $ — — — — Vested $ 4.81 (277,602 ) (277,602 ) — Forfeited $ 5.24 (34,472 ) (34,472 ) — Outstanding at December 31, 2017 $ 5.16 1,694,476 1,694,476 — Granted $ — — — — Awarded $ — — — — Vested $ 5.53 (453,860 ) (453,860 ) — Forfeited $ 4.92 (44,524 ) (44,524 ) — Outstanding at December 31, 2018 $ 5.03 1,196,092 1,196,092 — December 31, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 14.37 12,553,944 2,259,988 10,293,956 Granted $ 17.76 1,944,198 365,306 1,578,892 (1) Awarded $ 12.46 — 2,862,638 (2,862,638 ) Vested $ 13.66 (333,768 ) (333,768 ) — Forfeited $ 12.67 (1,908,262 ) (351,576 ) (1,556,686 ) Outstanding at December 31, 2016 $ 14.98 12,256,112 4,802,588 7,453,524 Granted $ 20.82 1,392,912 241,334 1,151,578 (2) Awarded $ 15.72 — 326,808 (326,808 ) Vested $ 12.61 (484,914 ) (484,914 ) — Forfeited $ 14.89 (342,120 ) (76,212 ) (265,908 ) Outstanding at December 31, 2017 $ 15.58 12,821,990 4,809,604 8,012,386 Granted $ 22.87 1,577,721 454,313 1,123,408 (3) Awarded $ 15.89 — 2,489,905 (2,489,905 ) Vested $ 14.09 (933,916 ) (933,916 ) — Forfeited $ 16.37 (2,363,420 ) (224,587 ) (2,138,833 ) Outstanding at December 31, 2018 $ 16.69 11,102,375 6,595,319 4,507,056 | ||
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 28,027 | 24,899 | 11,049 |
PerformanceStockPlan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 748 | 1,707 | 1,305 |
Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 4,744 | $ 4,025 | $ 3,698 |
Stock Based Compensation Summar
Stock Based Compensation Summary of Stock Based Compensation Plan Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of PSP activity for the years ended December 31, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 4.52 3,204,428 3,188,428 16,000 Granted $ — — — — Awarded $ — — 8,000 (8,000 ) Vested $ 3.19 (1,012,844 ) (1,012,844 ) — Forfeited $ 5.26 (185,034 ) (177,034 ) (8,000 ) Outstanding at December 31, 2016 $ 5.11 2,006,550 2,006,550 — Granted $ — — — — Awarded $ — — — — Vested $ 4.81 (277,602 ) (277,602 ) — Forfeited $ 5.24 (34,472 ) (34,472 ) — Outstanding at December 31, 2017 $ 5.16 1,694,476 1,694,476 — Granted $ — — — — Awarded $ — — — — Vested $ 5.53 (453,860 ) (453,860 ) — Forfeited $ 4.92 (44,524 ) (44,524 ) — Outstanding at December 31, 2018 $ 5.03 1,196,092 1,196,092 — December 31, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 14.37 12,553,944 2,259,988 10,293,956 Granted $ 17.76 1,944,198 365,306 1,578,892 (1) Awarded $ 12.46 — 2,862,638 (2,862,638 ) Vested $ 13.66 (333,768 ) (333,768 ) — Forfeited $ 12.67 (1,908,262 ) (351,576 ) (1,556,686 ) Outstanding at December 31, 2016 $ 14.98 12,256,112 4,802,588 7,453,524 Granted $ 20.82 1,392,912 241,334 1,151,578 (2) Awarded $ 15.72 — 326,808 (326,808 ) Vested $ 12.61 (484,914 ) (484,914 ) — Forfeited $ 14.89 (342,120 ) (76,212 ) (265,908 ) Outstanding at December 31, 2017 $ 15.58 12,821,990 4,809,604 8,012,386 Granted $ 22.87 1,577,721 454,313 1,123,408 (3) Awarded $ 15.89 — 2,489,905 (2,489,905 ) Vested $ 14.09 (933,916 ) (933,916 ) — Forfeited $ 16.37 (2,363,420 ) (224,587 ) (2,138,833 ) Outstanding at December 31, 2018 $ 16.69 11,102,375 6,595,319 4,507,056 |
Stock Based Compensation Stock
Stock Based Compensation Stock Options Outstanding (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of PSP activity for the years ended December 31, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 4.52 3,204,428 3,188,428 16,000 Granted $ — — — — Awarded $ — — 8,000 (8,000 ) Vested $ 3.19 (1,012,844 ) (1,012,844 ) — Forfeited $ 5.26 (185,034 ) (177,034 ) (8,000 ) Outstanding at December 31, 2016 $ 5.11 2,006,550 2,006,550 — Granted $ — — — — Awarded $ — — — — Vested $ 4.81 (277,602 ) (277,602 ) — Forfeited $ 5.24 (34,472 ) (34,472 ) — Outstanding at December 31, 2017 $ 5.16 1,694,476 1,694,476 — Granted $ — — — — Awarded $ — — — — Vested $ 5.53 (453,860 ) (453,860 ) — Forfeited $ 4.92 (44,524 ) (44,524 ) — Outstanding at December 31, 2018 $ 5.03 1,196,092 1,196,092 — December 31, 2018 , 2017 and 2016 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2016 $ 14.37 12,553,944 2,259,988 10,293,956 Granted $ 17.76 1,944,198 365,306 1,578,892 (1) Awarded $ 12.46 — 2,862,638 (2,862,638 ) Vested $ 13.66 (333,768 ) (333,768 ) — Forfeited $ 12.67 (1,908,262 ) (351,576 ) (1,556,686 ) Outstanding at December 31, 2016 $ 14.98 12,256,112 4,802,588 7,453,524 Granted $ 20.82 1,392,912 241,334 1,151,578 (2) Awarded $ 15.72 — 326,808 (326,808 ) Vested $ 12.61 (484,914 ) (484,914 ) — Forfeited $ 14.89 (342,120 ) (76,212 ) (265,908 ) Outstanding at December 31, 2017 $ 15.58 12,821,990 4,809,604 8,012,386 Granted $ 22.87 1,577,721 454,313 1,123,408 (3) Awarded $ 15.89 — 2,489,905 (2,489,905 ) Vested $ 14.09 (933,916 ) (933,916 ) — Forfeited $ 16.37 (2,363,420 ) (224,587 ) (2,138,833 ) Outstanding at December 31, 2018 $ 16.69 11,102,375 6,595,319 4,507,056 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | NOTE 13· Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities The Company’s cash paid during the period for interest and income taxes are summarized as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Cash paid during the period for: Interest $ 38,032 $ 36,172 $ 37,652 Income taxes $ 110,557 $ 152,024 $ 143,111 The Company’s significant non-cash investing and financing activities are summarized as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Other payables issued for purchased customer accounts $ 5,462 $ 11,708 $ 10,664 Estimated acquisition earn-out payables and related charges $ 77,378 $ 6,921 $ 4,463 Notes payable issued or assumed for purchased customer accounts $ — $ — $ 492 Notes received on the sale of fixed assets and customer accounts $ 52 $ — $ 22 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. The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of December 31, 2018 , 2017 and 2016 . Balance as of December 31, (in thousands) 2018 2017 2016 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 438,961 $ 573,383 515,646 Restricted cash 338,635 250,705 265,637 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 777,596 $ 824,088 781,283 |
Commitments and Contingencies_2
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | At December 31, 2018 , the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows: (in thousands) 2019 $ 48,292 2020 43,517 2021 34,836 2022 27,035 2023 19,981 Thereafter 36,349 Total minimum future lease payments $ 210,010 Rental expense in 2018 , 2017 and 2016 for operating leases totaled $54.6 million , $51.0 million and $49.3 million |
Quarterly Operating Results (Ta
Quarterly Operating Results (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | Quarterly operating results for 2018 and 2017 were as follows: (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Total revenues $ 501,461 $ 473,187 $ 530,850 $ 508,748 Total expenses $ 383,020 $ 372,277 $ 388,350 $ 408,137 Income before income taxes $ 118,441 $ 100,910 $ 142,500 $ 100,611 Net income $ 90,828 $ 73,922 $ 106,053 $ 73,452 Net income per share: Basic $ 0.33 $ 0.27 $ 0.38 $ 0.26 Diluted $ 0.32 $ 0.26 $ 0.38 $ 0.26 2017 Total revenues $ 465,080 $ 466,305 $ 475,646 $ 474,316 Total expenses $ 354,113 $ 358,303 $ 351,227 $ 367,982 Income before income taxes $ 110,967 $ 108,002 $ 124,419 $ 106,334 Net income $ 70,110 $ 66,102 $ 75,913 $ 187,505 Net income per share: Basic (1) $ 0.25 $ 0.24 $ 0.27 $ 0.68 Diluted (1) $ 0.25 $ 0.23 $ 0.27 $ 0.66 (2) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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. Year ended December 31, 2018 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $ 2,014,246 Investment income $ 2 $ 506 $ 165 $ 205 $ 1,868 $ 2,746 Amortization $ 44,386 $ 25,954 $ 11,391 $ 4,813 $ — $ 86,544 Depreciation $ 5,289 $ 5,486 $ 1,628 $ 1,558 $ 8,873 $ 22,834 Interest expense $ 35,969 $ 26,181 $ 5,254 $ 2,869 $ (29,693 ) $ 40,580 Income before income taxes $ 217,845 $ 117,375 $ 70,171 $ 34,508 $ 22,563 $ 462,462 Total assets $ 5,850,045 $ 2,940,097 $ 1,283,877 $ 471,572 $ (3,856,923 ) $ 6,688,668 Capital expenditures $ 6,858 $ 12,391 $ 2,518 $ 1,525 $ 18,228 $ 41,520 Year ended December 31, 2017 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 943,460 $ 479,813 $ 271,737 $ 165,372 $ 20,965 $ 1,881,347 Investment income $ 8 $ 384 $ — $ 299 $ 935 $ 1,626 Amortization $ 42,164 $ 27,277 $ 11,456 $ 4,548 $ 1 $ 85,446 Depreciation $ 5,210 $ 6,325 $ 1,885 $ 1,600 $ 7,678 $ 22,698 Interest expense $ 31,133 $ 35,561 $ 6,263 $ 3,522 $ (38,163 ) $ 38,316 Income before income taxes $ 196,616 $ 109,961 $ 68,844 $ 30,498 $ 43,803 $ 449,722 Total assets $ 4,255,515 $ 3,267,486 $ 1,260,239 $ 399,240 $ (3,434,930 ) $ 5,747,550 Capital expenditures $ 4,494 $ 5,936 $ 1,836 $ 1,033 $ 10,893 $ 24,192 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 (1) $ 3,854,393 $ 2,711,378 $ 1,108,829 $ 371,645 $ (2,783,511 ) $ 5,262,734 Capital expenditures $ 5,951 $ 6,977 $ 1,301 $ 656 $ 2,880 $ 17,765 |
Losses and Loss Adjustment Re_2
Losses and Loss Adjustment Reserve (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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: 2018 2017 (in thousands) Written Earned Written Earned Direct premiums $ 619,223 $ 602,320 $ 604,623 $ 592,267 Assumed premiums — — — — Ceded premiums 619,206 602,303 604,610 592,254 Net premiums $ 17 $ 17 $ 13 $ 13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Amortizable Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_4
Summary of Significant Accounting Policies Fair Value of Financial Instruments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Text Block [Abstract] | |
Long-term Debt, Fair Value | $ 499.1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_6
Summary of Significant Accounting Policies Finite Lived Intangible Asset - Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from External Customer [Line Items] | |||||||||||
Contract with Customer, Liability, Current | $ 37,000,000 | $ 44,500,000 | $ 37,000,000 | $ 44,500,000 | |||||||
Contract with Customer, Liability, Noncurrent | 16,500,000 | 6,700,000 | 16,500,000 | 6,700,000 | |||||||
Contract with Customer, Asset, Net | 265,994,000 | 210,323,000 | 265,994,000 | 210,323,000 | |||||||
Insurance Commissions | 1,362,037,000 | ||||||||||
Fees and Commissions, Other | 530,838,000 | ||||||||||
Incentive Commission | 51,146,000 | ||||||||||
Contingent commissions | 55,875,000 | ||||||||||
Guaranteed Supplemental Commissions | 9,961,000 | ||||||||||
Investment income | 2,746,000 | 1,626,000 | $ 1,456,000 | ||||||||
Other income, net | 1,643,000 | 22,451,000 | 2,386,000 | ||||||||
Revenues | 508,748,000 | $ 530,850,000 | $ 473,187,000 | $ 501,461,000 | 474,316,000 | $ 475,646,000 | $ 466,305,000 | $ 465,080,000 | 2,014,246,000 | 1,881,347,000 | 1,766,629,000 |
Contract with Customer, Liability | 53,496,000 | $ 51,236,000 | 53,496,000 | 51,236,000 | |||||||
Deferred Revenue, Revenue Recognized | 8,900,000 | ||||||||||
Operating Segments [Member] | Retail [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Insurance Commissions | 811,820,000 | ||||||||||
Fees and Commissions, Other | 148,121,000 | ||||||||||
Incentive Commission | 48,698,000 | ||||||||||
Contingent commissions | 24,517,000 | ||||||||||
Guaranteed Supplemental Commissions | 8,535,000 | ||||||||||
Investment income | 2,000 | 8,000 | 37,000 | ||||||||
Other income, net | 1,070,000 | ||||||||||
Revenues | 1,042,763,000 | 943,460,000 | 917,406,000 | ||||||||
Operating Segments [Member] | Various [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Insurance Commissions | (68,000) | ||||||||||
Fees and Commissions, Other | (1,090,000) | ||||||||||
Incentive Commission | 41,000 | ||||||||||
Contingent commissions | 0 | ||||||||||
Guaranteed Supplemental Commissions | 0 | ||||||||||
Investment income | 1,868,000 | ||||||||||
Other income, net | 9,000 | ||||||||||
Revenues | 760,000 | ||||||||||
Operating Segments [Member] | Services | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Insurance Commissions | 0 | ||||||||||
Fees and Commissions, Other | 189,041,000 | ||||||||||
Incentive Commission | 0 | ||||||||||
Contingent commissions | 0 | ||||||||||
Guaranteed Supplemental Commissions | 0 | ||||||||||
Investment income | 205,000 | 299,000 | 283,000 | ||||||||
Other income, net | 0 | ||||||||||
Revenues | 189,246,000 | 165,372,000 | 156,365,000 | ||||||||
Operating Segments [Member] | Wholesale Brokerage [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Insurance Commissions | 226,117,000 | ||||||||||
Fees and Commissions, Other | 50,571,000 | ||||||||||
Incentive Commission | 864,000 | ||||||||||
Contingent commissions | 7,462,000 | ||||||||||
Guaranteed Supplemental Commissions | 1,350,000 | ||||||||||
Investment income | 165,000 | 0 | 4,000 | ||||||||
Other income, net | 485,000 | ||||||||||
Revenues | 287,014,000 | 271,737,000 | 243,103,000 | ||||||||
Operating Segments [Member] | National Programs | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Insurance Commissions | 324,168,000 | ||||||||||
Fees and Commissions, Other | 144,195,000 | ||||||||||
Incentive Commission | 1,543,000 | ||||||||||
Contingent commissions | 23,896,000 | ||||||||||
Guaranteed Supplemental Commissions | 76,000 | ||||||||||
Investment income | 506,000 | 384,000 | 628,000 | ||||||||
Other income, net | 79,000 | ||||||||||
Revenues | 494,463,000 | $ 479,813,000 | $ 448,516,000 | ||||||||
Two Thousand Eighteen Acquisition [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Contract with Customer, Asset, Net | 34,300,000 | 34,300,000 | |||||||||
Contract with Customer, Liability | $ 3,300,000 | $ 3,300,000 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018Segment | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Number of reportable segments | 4 |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Insurance Commissions and Fees | $ 2,009,857,000 | $ 1,857,270,000 | $ 1,762,787,000 | |||||||||
Premiums Commissions And Fees Receivable | $ 844,815,000 | $ 546,402,000 | 844,815,000 | 546,402,000 | $ 699,460,000 | |||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 567,529,000 | 441,975,000 | 411,042,000 | |||||||||
Insurance Commissions | 1,362,037,000 | |||||||||||
Fees and Commissions, Other | (530,838,000) | |||||||||||
Other Assets, Current | 128,716,000 | 47,864,000 | 128,716,000 | 47,864,000 | 100,544,000 | |||||||
Premiums Payable To Insurance Companies | 857,559,000 | 685,163,000 | 857,559,000 | 685,163,000 | 697,270,000 | |||||||
Accounts Payable, Current | 87,345,000 | 64,177,000 | 87,345,000 | 64,177,000 | 72,924,000 | |||||||
Accrued Liabilities, Current | 279,310,000 | 228,748,000 | 279,310,000 | 228,748,000 | 251,542,000 | |||||||
Deferred Tax Liabilities, Net, Noncurrent | 315,732,000 | 256,185,000 | 315,732,000 | 256,185,000 | 300,760,000 | |||||||
Retained Earnings (Accumulated Deficit) | 2,833,622,000 | 2,456,599,000 | 2,833,622,000 | 2,456,599,000 | 2,574,114,000 | |||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (18,399,000) | |||||||||||
Employee Compensation And Benefits | 1,068,914,000 | 994,652,000 | 925,217,000 | |||||||||
Other Cost and Expense, Operating | 332,118,000 | 283,470,000 | 262,872,000 | |||||||||
Income Tax Expense (Benefit) | 118,207,000 | 50,092,000 | 166,008,000 | |||||||||
Net Income (Loss) Attributable to Parent | 73,452,000 | $ 106,053,000 | $ 73,922,000 | $ 90,828,000 | 187,505,000 | $ 75,913,000 | $ 66,102,000 | $ 70,110,000 | 344,255,000 | 399,630,000 | 257,491,000 | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | 12,367,000 | |||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Insurance Commissions and Fees | 1,991,458,000 | |||||||||||
Employee Compensation And Benefits | 1,077,749,000 | |||||||||||
Other Cost and Expense, Operating | 321,497,000 | |||||||||||
Income Tax Expense (Benefit) | 113,961,000 | |||||||||||
Net Income (Loss) Attributable to Parent | 331,888,000 | |||||||||||
Accounting Standards Update 2016-18 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 375,200,000 | |||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Insurance Commissions | 9,900,000 | |||||||||||
Profit-Sharing Contingent Commission Revenue | (2,300,000) | |||||||||||
Fees and Commissions, Other | 6,200,000 | |||||||||||
Retained Earnings [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 117,500,000 | |||||||||||
Net Income (Loss) Attributable to Parent | 344,255,000 | 399,630,000 | $ 257,491,000 | |||||||||
Retained Earnings [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 117,515,000 | 117,515,000 | ||||||||||
Services [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Fees and Commissions, Other | 10,500,000 | |||||||||||
Various [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Fees and Commissions, Other | (4,300,000) | |||||||||||
Accounts Payable [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 8,747,000 | 8,747,000 | ||||||||||
Accrued Liabilities [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 22,794,000 | 22,794,000 | ||||||||||
Deferred Income Tax Charge [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 44,575,000 | 44,575,000 | ||||||||||
Cost to Obtain [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Deferred Costs | $ 13,700,000 | 13,700,000 | ||||||||||
Capitalized Contract Cost, Amortization | 500,000 | |||||||||||
Employee Compensation and Benefits [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 8,835,000 | |||||||||||
Operating Expense [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (10,621,000) | |||||||||||
Income Tax Expense [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 4,246,000 | |||||||||||
Cost to Fulfill [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Deferred Costs | $ 52,700,000 | |||||||||||
Capitalized Contract Cost, Amortization | $ 1,300,000 | |||||||||||
Premiums Receivable [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 153,058,000 | 153,058,000 | ||||||||||
Other Current Assets [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 52,700,000 | 52,700,000 | ||||||||||
Other Current Assets [Member] | Accounting Standards Update 2014-09 [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 52,680,000 | $ 52,680,000 |
Basis of Financial Reporting Re
Basis of Financial Reporting Revenue Disclosures (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Regulatory Liability [Domain] | |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 12,100 |
Regulatory Liability [Domain] | Accounting Standards Update 2014-09 [Member] | |
Cumulative Effect of New Accounting Principle in Period of Adoption | 12,107 |
Accounts Payable [Member] | Accounting Standards Update 2014-09 [Member] | |
Cumulative Effect of New Accounting Principle in Period of Adoption | 8,747 |
Accrued Liabilities [Member] | Accounting Standards Update 2014-09 [Member] | |
Cumulative Effect of New Accounting Principle in Period of Adoption | 22,794 |
Deferred Income Tax Charge [Member] | Accounting Standards Update 2014-09 [Member] | |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 44,575 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 73,452 | $ 106,053 | $ 73,922 | $ 90,828 | $ 187,505 | $ 75,913 | $ 66,102 | $ 70,110 | $ 344,255 | $ 399,630 | $ 257,491 |
Net income attributable to unvested awarded performance stock | (8,297) | (9,746) | (6,705) | ||||||||
Net income attributable to common shares | $ 335,958 | $ 389,884 | $ 250,786 | ||||||||
Weighted average number of common shares outstanding - basic (in shares) | 277,663 | 279,394 | 279,558 | ||||||||
Less unvested awarded performance stock included in weighted average number of common shares outstanding - basic (in shares) | (6,692) | (6,814) | (7,280) | ||||||||
Weighted average number of common shares outstanding for basic earnings per common share (in shares) | 270,971 | 272,580 | 272,278 | ||||||||
Dilutive effect of stock options (in shares) | 4,550 | 5,006 | 3,330 | ||||||||
Weighted average number of shares outstanding - diluted (in shares) | 275,521 | 277,586 | 275,608 | ||||||||
Basic (in dollars per share) | $ 0.0026 | $ 0.0038 | $ 0.0027 | $ 0.0033 | $ 0.0068 | $ 0.0027 | $ 0.0024 | $ 0.0025 | $ 1.24 | $ 1.43 | $ 0.92 |
Diluted (in dollars per share) | $ 0.0026 | $ 0.0038 | $ 0.0026 | $ 0.0032 | $ 0.0066 | $ 0.0027 | $ 0.0023 | $ 0.0025 | $ 1.22 | $ 1.40 | $ 0.91 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ / shares in Units, shares in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)acquisitioncustomer_account | Dec. 31, 2017USD ($)acquisition$ / sharesshares | Dec. 31, 2016USD ($)acquisition$ / sharesshares | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | $ 11,054,000 | $ 2,094,000 | ||
Maximum Future Contingency payments Acquisitions | $ 198,600,000 | |||
Number of acquisitions | acquisition | 23 | 11 | ||
Aggregate purchase price of acquisitions | $ 21,400 | $ 1,500,000 | 917,497 | |
Payments to Acquire Businesses, Gross | $ 934,928,000 | 41,471,000 | 124,716,000 | |
Document Period End Date | Dec. 31, 2018 | |||
Stock Issued During Period, Value, Acquisitions | $ 100,000,000 | |||
Goodwill currently deductible for income tax purposes | 640,300,000 | 35,300,000 | 88,900,000 | |
Goodwill currently non-deductible for income tax purposes | 77,400,000 | |||
Goodwill related to the recorded earn-out payables | 6,900,000 | 4,500,000 | ||
Total revenues related to acquisitions | 82,400,000 | 7,800,000 | 34,200,000 | |
Income before income taxes related to acquisitions | 6,300,000 | 2,400,000 | 4,300,000 | |
Estimated acquisition earn-out payables | 89,924,000 | 36,175,000 | 63,821,000 | $ 78,387,000 |
Other Payable | 5,462,000 | 11,708,000 | 10,664,000 | |
Business Acquisitions Contingent Consideration At Fair Value | 77,377,000 | 6,921,000 | 4,462,000 | |
Net Assets Acquired | 1,117,767,000 | 60,100,000 | 140,334,000 | |
Maximum Potential Earn- Out Payable | 147,668,000 | 27,451,000 | 16,285,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 52,917,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,829,000 | 69,000 | 684,000 | |
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 342,008,000 | 18,738,000 | 50,625,000 | |
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 3,222,000 | 721,000 | 228,000 | |
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 18,588,000 | 20,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,151,328,000 | 62,301,000 | 152,106,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (32,996,000) | (1,512,000) | (8,542,000) | |
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | (565,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (33,561,000) | (2,201,000) | (11,772,000) | |
Accounts payable | ||||
Business Acquisition [Line Items] | ||||
Estimated acquisition earn-out payables | $ 21,100,000 | $ 25,100,000 | $ 31,800,000 | |
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 | 5 years | |
Other non-current liability | ||||
Business Acquisition [Line Items] | ||||
Estimated acquisition earn-out payables | $ 68,800,000 | $ 11,100,000 | $ 32,000,000 | |
Social Security Advocates for the Disabled LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 2,094,000 | |||
Net Assets Acquired | 33,989,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 307,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 13,069,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 72,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 38,936,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (1,717,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (4,947,000) | |||
Social Security Advocates for the Disabled LLC [Member] | Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 32,526,000 | |||
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] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 79,341,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 300,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 26,481,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 39,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 80,756,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (1,415,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (1,415,000) | |||
Morstan General Agency, Inc [Member] | Wholesale Brokerage [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 66,050,000 | |||
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 | 20 | 11 | 7 | |
Stock Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | acquisition | 1 | |||
Stock Purchases [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | customer_account | 3 | |||
Book of Business Purchases [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | 1 | 1 | 3 | |
Other Acquisitions [Member] | Various [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 41,471,000 | $ 26,140,000 | ||
Other Payable | 11,708,000 | 464,000 | ||
Business Acquisitions Contingent Consideration At Fair Value | 6,921,000 | 400,000 | ||
Net Assets Acquired | 60,100,000 | 27,004,000 | ||
Maximum Potential Earn- Out Payable | 27,451,000 | 7,785,000 | ||
Other Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | $ 0 | |||
Net Assets Acquired | 22,984,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,215,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 5,008,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 315,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 22,984,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | |||
Other Acquisitions [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 20,400,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 200,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 2,384,000 | |||
Net Assets Acquired | 22,984,000 | |||
Maximum Potential Earn- Out Payable | 3,600,000 | |||
Kerxton [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 16,746,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 663,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 10,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 4,712,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 22,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 419,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 18,249,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (1,503,000) | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (1,503,000) | |||
Kerxton [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 13,176,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 1,490,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 2,080,000 | |||
Net Assets Acquired | 16,746,000 | |||
Maximum Potential Earn- Out Payable | 2,920,000 | |||
ADG [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 47,575,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,500,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 67,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 9,751,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 467,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 47,575,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | |||
ADG [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 29,471,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 559,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 17,545,000 | |||
Net Assets Acquired | 47,575,000 | |||
Maximum Potential Earn- Out Payable | 20,000,000 | |||
Servco [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 8,188,000 | |||
Net Assets Acquired | 77,179,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 7,769,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 179,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 16,442,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 1,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 1,478,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 88,486,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (11,307,000) | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (11,307,000) | |||
Servco [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 76,245,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 0 | |||
Business Acquisitions Contingent Consideration At Fair Value | 934,000 | |||
Net Assets Acquired | 77,179,000 | |||
Maximum Potential Earn- Out Payable | 7,000,000 | |||
Tower Hill [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 21,488,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 0 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 21,468,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 20,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 21,488,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | |||
Tower Hill [Member] | National Programs | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 20,300,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 0 | |||
Business Acquisitions Contingent Consideration At Fair Value | 1,188,000 | |||
Net Assets Acquired | 21,488,000 | |||
Maximum Potential Earn- Out Payable | 7,700,000 | |||
HSR [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 3,114,000 | |||
Net Assets Acquired | 22,123,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 818,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 124,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 5,516,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 65,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 21,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 28,395,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (5,930,000) | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | (342,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (6,272,000) | |||
HSR [Member] | National Programs | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 20,132,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 0 | |||
Business Acquisitions Contingent Consideration At Fair Value | 1,991,000 | |||
Net Assets Acquired | 22,123,000 | |||
Maximum Potential Earn- Out Payable | 9,000,000 | |||
PDA [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | (248,000) | |||
Net Assets Acquired | 24,843,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,762,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 310,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 7,700,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 82,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 6,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 26,159,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (1,093,000) | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | (223,000) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (1,316,000) | |||
PDA [Member] | Services [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 15,025,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 0 | |||
Business Acquisitions Contingent Consideration At Fair Value | 9,818,000 | |||
Net Assets Acquired | 24,843,000 | |||
Maximum Potential Earn- Out Payable | 17,975,000 | |||
F&I [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 54,471,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 999,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 34,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 16,611,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 383,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 54,471,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | |||
F&I [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 44,940,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 410,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 9,121,000 | |||
Net Assets Acquired | 54,471,000 | |||
Maximum Potential Earn- Out Payable | 19,500,000 | |||
Rodman [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 35,102,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,062,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 45,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 10,129,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 51,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 542,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 38,401,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (3,299,000) | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (3,299,000) | |||
Rodman [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 31,121,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 261,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 3,720,000 | |||
Net Assets Acquired | 35,102,000 | |||
Maximum Potential Earn- Out Payable | 9,850,000 | |||
Hays [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 724,600,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 36,254,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,936,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 218,600,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 2,600,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 13,977,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 732,584,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (7,984,000) | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (7,984,000) | |||
Hays [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 605,000,000 | |||
Stock Issued During Period, Value, Acquisitions | 100,000,000 | |||
Other Payable | 0 | |||
Business Acquisitions Contingent Consideration At Fair Value | 19,600,000 | |||
Net Assets Acquired | 724,600,000 | |||
Maximum Potential Earn- Out Payable | 25,000,000 | |||
Dealer Associates [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | |||
Net Assets Acquired | 33,100,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 552,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 13,000 | |||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 10,986,000 | |||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | |||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 226,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 33,265,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (165,000) | |||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (165,000) | |||
Dealer Associates [Member] | Retail [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 28,825,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 1,175,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 3,100,000 | |||
Net Assets Acquired | 33,100,000 | |||
Maximum Potential Earn- Out Payable | 12,125,000 | |||
Various [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | 0 | ||
Net Assets Acquired | 37,556,000 | 27,004,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 323,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 100,000 | 77,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 15,085,000 | 11,075,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 297,000 | 117,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 754,000 | 20,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 39,271,000 | 32,414,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (1,715,000) | (5,410,000) | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (1,715,000) | (5,410,000) | ||
Various [Member] | Various [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | 30,293,000 | |||
Stock Issued During Period, Value, Acquisitions | 0 | |||
Other Payable | 1,367,000 | |||
Business Acquisitions Contingent Consideration At Fair Value | 5,896,000 | |||
Net Assets Acquired | 37,556,000 | |||
Maximum Potential Earn- Out Payable | $ 12,998,000 | |||
Two Thousand Seventeen Acquisition [Member] [Domain] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 1,891,701,000 | 1,784,776,000 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax | 453,397,000 | 429,490,000 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 401,908,000 | $ 261,133,000 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Basic | $ / shares | $ 1.44 | $ 0.93 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Diluted | $ / shares | $ 1.41 | $ 0.92 | ||
Weighted Average Basic Shares Outstanding, Pro Forma | shares | 272,580 | 272,278 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | shares | 277,586 | 275,608 |
Business Combinations - Acquisi
Business Combinations - Acquisitions Accounted for Business Combinations (Detail) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | $ 11,054,000 | $ 2,094,000 | |
Cash Paid | 934,928,000 | $ 41,471,000 | 124,716,000 |
Stock Issued During Period, Value, Acquisitions | 100,000,000 | ||
Other Payable | 5,462,000 | 11,708,000 | 10,664,000 |
Recorded Earn-Out Payable | 77,377,000 | 6,921,000 | 4,462,000 |
Net Assets Acquired | 1,117,767,000 | 60,100,000 | 140,334,000 |
Maximum Potential Earn- Out Payable | 147,668,000 | 27,451,000 | 16,285,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 52,917,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,829,000 | 69,000 | 684,000 |
Goodwill, Fair Value Disclosure | 717,710,000 | 42,172,000 | 93,376,000 |
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 342,008,000 | 18,738,000 | 50,625,000 |
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 3,222,000 | 721,000 | 228,000 |
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 18,588,000 | 20,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,151,328,000 | 62,301,000 | 152,106,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 32,996,000 | 1,512,000 | 8,542,000 |
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 565,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 33,561,000 | 2,201,000 | 11,772,000 |
National Programs | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Goodwill, Fair Value Disclosure | 18,700,000 | 7,200,000 | 57,900,000 |
Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Goodwill, Fair Value Disclosure | 676,900,000 | 33,100,000 | 13,100,000 |
Wholesale Brokerage [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Goodwill, Fair Value Disclosure | 5,500,000 | 1,200,000 | (1,200) |
Services [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Goodwill, Fair Value Disclosure | 16,500,000 | 700,000 | 22,400,000 |
Dealer Associates [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 33,100,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 552,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 13,000 | ||
Goodwill, Fair Value Disclosure | 21,467,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 10,986,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 226,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 33,265,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 165,000 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 165,000 | ||
Dealer Associates [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 28,825,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 1,175,000 | ||
Recorded Earn-Out Payable | 3,100,000 | ||
Net Assets Acquired | 33,100,000 | ||
Maximum Potential Earn- Out Payable | 12,125,000 | ||
Tower Hill [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 21,488,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 0 | ||
Goodwill, Fair Value Disclosure | 0 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 21,468,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 20,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 21,488,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | ||
Tower Hill [Member] | National Programs | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 20,300,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 0 | ||
Recorded Earn-Out Payable | 1,188,000 | ||
Net Assets Acquired | 21,488,000 | ||
Maximum Potential Earn- Out Payable | 7,700,000 | ||
HSR [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 3,114,000 | ||
Net Assets Acquired | 22,123,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 818,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 124,000 | ||
Goodwill, Fair Value Disclosure | 18,737,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 5,516,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 65,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 21,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 28,395,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 5,930,000 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 342,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 6,272,000 | ||
HSR [Member] | National Programs | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 20,132,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 0 | ||
Recorded Earn-Out Payable | 1,991,000 | ||
Net Assets Acquired | 22,123,000 | ||
Maximum Potential Earn- Out Payable | 9,000,000 | ||
PDA [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | (248,000) | ||
Net Assets Acquired | 24,843,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,762,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 310,000 | ||
Goodwill, Fair Value Disclosure | 16,547,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 7,700,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 82,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 6,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 26,159,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,093,000 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 223,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,316,000 | ||
PDA [Member] | Services [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 15,025,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 0 | ||
Recorded Earn-Out Payable | 9,818,000 | ||
Net Assets Acquired | 24,843,000 | ||
Maximum Potential Earn- Out Payable | 17,975,000 | ||
Opus [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 22,984,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,215,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,000 | ||
Goodwill, Fair Value Disclosure | 16,414,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 5,008,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 315,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 22,984,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | ||
Opus [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 20,400,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 200,000 | ||
Recorded Earn-Out Payable | 2,384,000 | ||
Net Assets Acquired | 22,984,000 | ||
Maximum Potential Earn- Out Payable | 3,600,000 | ||
F&I [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 54,471,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 999,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 34,000 | ||
Goodwill, Fair Value Disclosure | 36,423,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 16,611,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 383,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 54,471,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | ||
F&I [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 44,940,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 410,000 | ||
Recorded Earn-Out Payable | 9,121,000 | ||
Net Assets Acquired | 54,471,000 | ||
Maximum Potential Earn- Out Payable | 19,500,000 | ||
Kerxton [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 16,746,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 663,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 10,000 | ||
Goodwill, Fair Value Disclosure | 12,423,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 4,712,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 22,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 419,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 18,249,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,503,000 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,503,000 | ||
Kerxton [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 13,176,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 1,490,000 | ||
Recorded Earn-Out Payable | 2,080,000 | ||
Net Assets Acquired | 16,746,000 | ||
Maximum Potential Earn- Out Payable | 2,920,000 | ||
Rodman [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 35,102,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,062,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 45,000 | ||
Goodwill, Fair Value Disclosure | 26,572,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 10,129,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 51,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 542,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 38,401,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 3,299,000 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,299,000 | ||
Rodman [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 31,121,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 261,000 | ||
Recorded Earn-Out Payable | 3,720,000 | ||
Net Assets Acquired | 35,102,000 | ||
Maximum Potential Earn- Out Payable | 9,850,000 | ||
Hays [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 724,600,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 36,254,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,936,000 | ||
Goodwill, Fair Value Disclosure | 456,217,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 218,600,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 2,600,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 13,977,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 732,584,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 7,984,000 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 7,984,000 | ||
Hays [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 605,000,000 | ||
Stock Issued During Period, Value, Acquisitions | 100,000,000 | ||
Other Payable | 0 | ||
Recorded Earn-Out Payable | 19,600,000 | ||
Net Assets Acquired | 724,600,000 | ||
Maximum Potential Earn- Out Payable | 25,000,000 | ||
Other Acquisitions [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Goodwill, Fair Value Disclosure | 717,700,000 | ||
Other Acquisitions [Member] | Various [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 41,471,000 | 26,140,000 | |
Other Payable | 11,708,000 | 464,000 | |
Recorded Earn-Out Payable | 6,921,000 | 400,000 | |
Net Assets Acquired | 60,100,000 | 27,004,000 | |
Maximum Potential Earn- Out Payable | 27,451,000 | 7,785,000 | |
Various [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | 0 | |
Net Assets Acquired | 37,556,000 | 27,004,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 323,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 100,000 | 77,000 | |
Goodwill, Fair Value Disclosure | 22,712,000 | 19,570,000 | |
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 15,085,000 | 11,075,000 | |
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 297,000 | 117,000 | |
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 754,000 | 20,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 39,271,000 | 32,414,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,715,000 | 5,410,000 | |
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 1,715,000 | 5,410,000 | |
Various [Member] | Various [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 30,293,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 1,367,000 | ||
Recorded Earn-Out Payable | 5,896,000 | ||
Net Assets Acquired | 37,556,000 | ||
Maximum Potential Earn- Out Payable | 12,998,000 | ||
ADG [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 0 | ||
Net Assets Acquired | 47,575,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,500,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 67,000 | ||
Goodwill, Fair Value Disclosure | 35,769,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 9,751,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 21,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 467,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 47,575,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 0 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 0 | ||
ADG [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 29,471,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 559,000 | ||
Recorded Earn-Out Payable | 17,545,000 | ||
Net Assets Acquired | 47,575,000 | ||
Maximum Potential Earn- Out Payable | 20,000,000 | ||
Servco [Member] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents | 8,188,000 | ||
Net Assets Acquired | 77,179,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 7,769,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 179,000 | ||
Goodwill, Fair Value Disclosure | 54,429,000 | ||
Business Acquisitions Purchase Price Allocation Amortizable Intangible Assets | 16,442,000 | ||
Business Acquisitions Purchase Price Allocation Noncompete Agreements Gross | 1,000 | ||
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 1,478,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 88,486,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 11,307,000 | ||
Business Acquisition Purchase Price Allocation Other Liabilities Assumed | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 11,307,000 | ||
Servco [Member] | Retail | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash Paid | 76,245,000 | ||
Stock Issued During Period, Value, Acquisitions | 0 | ||
Other Payable | 0 | ||
Recorded Earn-Out Payable | 934,000 | ||
Net Assets Acquired | 77,179,000 | ||
Maximum Potential Earn- Out Payable | $ 7,000,000 | ||
Two Thousand Seventeen Acquisition [Member] [Domain] | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business Acquisition, Pro Forma Revenue | $ 1,891,701,000 | $ 1,784,776,000 | |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.41 | $ 0.92 | |
Weighted Average Basic Shares Outstanding, Pro Forma | 272,580 | 272,278 | |
Pro Forma Weighted Average Shares Outstanding, Diluted | 277,586 | 275,608 | |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax | $ 453,397,000 | $ 429,490,000 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ 401,908,000 | $ 261,133,000 | |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Basic | $ 1.44 | $ 0.93 |
Business Combinations - Estimat
Business Combinations - Estimated Fair Values of Aggregate Assets and Liabilities Acquired (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other Payable | $ 5,462,000 | $ 11,708,000 | $ 10,664,000 |
Payments to Acquire Businesses, Gross | 934,928,000 | 41,471,000 | 124,716,000 |
Recorded Earn-Out Payable | 77,377,000 | 6,921,000 | 4,462,000 |
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 11,054,000 | 2,094,000 | |
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 601,000 | 5,079,000 | |
Fixed assets | 5,829,000 | 69,000 | 684,000 |
Goodwill | 717,710,000 | 42,172,000 | 93,376,000 |
Purchased customer accounts | 342,008,000 | 18,738,000 | 50,625,000 |
Non-compete agreements | 3,222,000 | 721,000 | 228,000 |
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 18,588,000 | 20,000 | |
Total assets acquired | 1,151,328,000 | 62,301,000 | 152,106,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 52,917,000 | ||
Other current liabilities | (32,996,000) | (1,512,000) | (8,542,000) |
Deferred Tax Liabilities, Net | (689,000) | (3,230,000) | |
Other liabilities | (565,000) | ||
Total liabilities assumed | (33,561,000) | (2,201,000) | (11,772,000) |
Net assets acquired | 1,117,767,000 | 60,100,000 | 140,334,000 |
Maximum Potential Earn- Out Payable | 147,668,000 | 27,451,000 | 16,285,000 |
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 | 0 | |
Business Acquisition Purchase Price Allocation Current Assets Prepaid Expenses And Other Assets | 1,555,000 | ||
Fixed assets | 100,000 | 77,000 | |
Goodwill | 22,712,000 | 19,570,000 | |
Purchased customer accounts | 15,085,000 | 11,075,000 | |
Non-compete agreements | 297,000 | 117,000 | |
Business Acquisitions Purchase Price Allocation Other Noncurrent Assets | 754,000 | 20,000 | |
Total assets acquired | 39,271,000 | 32,414,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 323,000 | ||
Other current liabilities | (1,715,000) | (5,410,000) | |
Deferred Tax Liabilities, Net | 0 | ||
Other liabilities | 0 | ||
Total liabilities assumed | (1,715,000) | (5,410,000) | |
Net assets acquired | 37,556,000 | 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 | ||
Other Acquisitions [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | 717,700,000 | ||
Services | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | 16,500,000 | 700,000 | 22,400,000 |
Services | Social Security Advocates for the Disabled LLC [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
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 | 676,900,000 | 33,100,000 | 13,100,000 |
National Programs | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | 18,700,000 | 7,200,000 | 57,900,000 |
Wholesale Brokerage | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Goodwill | $ 5,500,000 | $ 1,200,000 | (1,200) |
Wholesale Brokerage | Morstan General Agency, Inc [Member] | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
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 |
Business Combinations - Results
Business Combinations - Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 82.4 | $ 7.8 | $ 34.2 |
Business Combination Pro Forma Information Income Loss Before Income Taxes Of Acquiree Since Acquisition Date Actual | $ 6.3 | $ 2.4 | $ 4.3 |
Two Thousand Seventeen Acquisition [Member] [Domain] | |||
Net income per share: | |||
Basic (in dollars per share) | $ 1.44 | $ 0.93 | |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.41 | $ 0.92 | |
Weighted Average Basic Shares Outstanding, Pro Forma | 272,580 | 272,278 | |
Weighted average number of shares outstanding: | |||
Pro Forma Weighted Average Shares Outstanding, Diluted | 277,586 | 275,608 |
Business Combinations - Addit_2
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Document Period End Date | Dec. 31, 2018 | ||
Business Acquisition Cost- Note Payable | $ 492 | ||
Beginning balance | $ 36,175 | $ 63,821 | 78,387 |
Additions to estimated acquisition earn-out payables | 77,377 | 6,920 | 4,462 |
Payments for estimated acquisition earn-out payables | 26,597 | 43,766 | 28,213 |
Subtotal | 86,955 | 26,975 | 54,636 |
Net change in earnings from estimated acquisition earn-out payables: | |||
Change in fair value on estimated acquisition earn-out payables | (603) | (6,874) | (6,338) |
Interest expense accretion | 2,366 | 2,326 | 2,847 |
Net change in earnings from estimated acquisition earn-out payables | 2,969 | 9,200 | 9,185 |
Ending balance | $ 89,924 | $ 36,175 | 63,821 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Two Thousand Sixteen Acquisition [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Weighted Average Basic Shares Outstanding, Pro Forma | 272,278 | 275,620 | ||
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, Net of Tax, Per Share, Basic | $ 0.93 | $ 0.89 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 0.92 | $ 0.87 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 275,608 | 280,224 | ||
Two Thousand Eighteen Acquisition [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Weighted Average Basic Shares Outstanding, Pro Forma | 270,971 | 272,580 | ||
Business Acquisition, Pro Forma Revenue | $ 2,259,812 | $ 2,193,169 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax | 504,664 | 503,927 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 375,670 | $ 447,796 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Basic | $ 1.35 | $ 1.60 | ||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations before Changes in Accounting and Extraordinary Items, Net of Tax, Per Share, Diluted | $ 1.33 | $ 1.57 | ||
Pro Forma Weighted Average Shares Outstanding, Diluted | 275,521 | 277,586 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Value of Goodwill by Operating Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 2,716,079 | $ 2,675,402 |
Goodwill of acquired businesses | 717,710 | 42,172 |
Goodwill disposed of relating to sales of businesses | (1,003) | (1,495) |
Ending balance | 3,432,786 | 2,716,079 |
Retail | ||
Goodwill [Roll Forward] | ||
Beginning balance | 1,386,248 | 1,354,667 |
Goodwill of acquired businesses | 676,902 | 33,076 |
Goodwill disposed of relating to sales of businesses | 0 | (1,495) |
Ending balance | 2,063,150 | 1,386,248 |
National Programs | ||
Goodwill [Roll Forward] | ||
Beginning balance | 908,472 | 901,294 |
Goodwill of acquired businesses | 18,737 | 7,178 |
Goodwill disposed of relating to sales of businesses | (1,003) | 0 |
Ending balance | 926,206 | 908,472 |
Wholesale Brokerage | ||
Goodwill [Roll Forward] | ||
Beginning balance | 286,098 | 284,869 |
Goodwill of acquired businesses | 5,524 | 1,229 |
Goodwill disposed of relating to sales of businesses | 0 | 0 |
Ending balance | 291,622 | 286,098 |
Services | ||
Goodwill [Roll Forward] | ||
Beginning balance | 135,261 | 134,572 |
Goodwill of acquired businesses | 16,547 | 689 |
Goodwill disposed of relating to sales of businesses | 0 | 0 |
Ending balance | $ 151,808 | $ 135,261 |
Amortizable Intangible Assets -
Amortizable Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,837,873 | $ 1,494,561 |
Accumulated Amortization | (939,066) | (853,556) |
Net Carrying Value | 898,807 | 641,005 |
Purchased customer accounts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,804,404 | 1,464,274 |
Accumulated Amortization | (909,415) | (824,584) |
Net Carrying Value | $ 894,989 | $ 639,690 |
Weighted Average Life (Years) | 14 years 10 months 24 days | 15 years |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 33,469 | $ 30,287 |
Accumulated Amortization | (29,651) | (28,972) |
Net Carrying Value | $ 3,818 | $ 1,315 |
Weighted Average Life (Years) | 4 years 6 months | 4 years 7 months 6 days |
Amortizable Intangible Assets_2
Amortizable Intangible Assets - Additional Information (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense estimated, year one (2015) | $ 100.4 |
Amortization expense estimated, year two (2016) | 93 |
Amortization expense estimated, year three (2017) | 89.5 |
Amortization expense estimated, year four (2018) | 85 |
Amortization expense estimated, year five (2019) | $ 78 |
Investments - Schedule of Inves
Investments - Schedule of Investments in Fixed Maturity Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Proceeds from Sale, Maturity and Collection of Investments | $ 17,923 | $ 9,644 | $ 18,890 |
Cost | 22,352 | 31,042 | |
Gross Unrealized Gains | 7 | 12 | |
Gross Unrealized Losses | (222) | (206) | |
Fair Value | 22,137 | 30,848 | |
Payments to Acquire Investments | 9,284 | $ 10,665 | $ 25,872 |
Short-term Debt [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Fair Value | $ 4,800 |
Investments - Summary of Unreal
Investments - Summary of Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis | $ 22,352 | $ 31,042 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 7 | 12 |
Fair Value, Less than 12 Months | 6,323 | 18,319 |
Unrealized Losses, Less than 12 Months | (6) | (157) |
Fair Value, 12 Months or More | 12,734 | 11,845 |
Unrealized Losses, 12 Months or More | (216) | (49) |
Fair Value | 19,057 | 30,164 |
Unrealized Losses | (222) | (206) |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (222) | (206) |
Available-for-sale Securities | 22,137 | 30,848 |
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 | 21,729 | 29,970 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 7 | 0 |
Fair Value, Less than 12 Months | 5,866 | 17,919 |
Unrealized Losses, Less than 12 Months | (6) | (157) |
Fair Value, 12 Months or More | 12,634 | 11,845 |
Unrealized Losses, 12 Months or More | (216) | (49) |
Fair Value | 18,500 | 29,764 |
Unrealized Losses | (222) | (206) |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (222) | (206) |
Available-for-sale Securities | 21,514 | 29,764 |
Corporate debt | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Debt Securities, Amortized Cost Basis | 623 | 1,072 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 12 |
Fair Value, Less than 12 Months | 457 | 400 |
Unrealized Losses, Less than 12 Months | 0 | 0 |
Fair Value, 12 Months or More | 100 | 0 |
Unrealized Losses, 12 Months or More | 0 | 0 |
Fair Value | 557 | 400 |
Unrealized Losses | 0 | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 |
Available-for-sale Securities | $ 623 | $ 1,084 |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Securities | Dec. 31, 2017USD ($)Securities | |
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term Investments | $ 12,868 | $ 24,965 |
Number of securities in unrealized loss position | Securities | 20 | 27 |
Proceeds from sale of investment in fixed maturity securities | $ 17,100 | $ 5,800 |
Investments on deposit with the state insurance department | 4,100 | |
Time Deposits | $ 8,100 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Amortized cost | ||
Due in one year or less | $ 4,768 | $ 16,934 |
Due after one year through five years | 17,584 | 13,876 |
Due after five years through ten years | 0 | 232 |
Amortized Cost, Total | 22,352 | 31,042 |
Fair value | ||
Due in one year or less | 4,743 | 16,899 |
Due after one year through five years | 17,394 | 13,708 |
Due after five years through ten years | 0 | 241 |
Fair Value, Total | $ 22,137 | $ 30,848 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 22,834 | $ 22,698 | $ 21,003 |
Property, Plant and Equipment, Gross | 268,875 | 233,908 | |
Development in Process | 7,568 | 0 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (168,480) | (156,822) | |
Property, Plant and Equipment, Net | 100,395 | 77,086 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 213,928 | 190,784 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 39,194 | 35,481 | |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 8,185 | $ 7,643 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt Instrument (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | May 10, 2018 | Dec. 31, 2017 | Dec. 22, 2016 | Sep. 15, 2011 | |
Debt Instrument [Line Items] | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | $ 210,000,000 | ||||
Document Period End Date | Dec. 31, 2018 | ||||
Total current portion of long-term debt | $ 50,000,000 | $ 120,000,000 | |||
Total notes | 499,101,000 | 498,943,000 | |||
Long-term credit agreements | 965,000,000 | 365,000,000 | |||
Debt Issuance Costs, Net | (7,111,000) | (7,802,000) | |||
Total long-term debt | 1,456,990,000 | 856,141,000 | |||
Current portion of long-term debt | 50,000,000 | 120,000,000 | |||
Total debt | 1,506,990,000 | 976,141,000 | |||
5.370% senior notes, Series D, quarterly interest payments, balloon due 2015 | |||||
Debt Instrument [Line Items] | |||||
Current portion of senior notes | $ 25,000,000 | ||||
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016 | |||||
Debt Instrument [Line Items] | |||||
Current portion of senior notes | 0 | 100,000,000 | |||
4.200% Senior Notes, semi-annual interest payments, balloon due 2024 | |||||
Debt Instrument [Line Items] | |||||
Total notes | 499,101,000 | 498,943,000 | |||
5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires June 28, 2022 | |||||
Debt Instrument [Line Items] | |||||
Current portion of loan facility | 35,000,000 | 20,000,000 | |||
Long-term credit agreements | 330,000,000 | 365,000,000 | |||
5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022 | |||||
Debt Instrument [Line Items] | |||||
Long-term credit agreements | 350,000,000 | 0 | |||
Five Year Term Loan Facility Expires in Two Thousand Twenty Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Current portion of loan facility | 15,000,000 | 0 | |||
Long-term credit agreements | $ 285,000,000 | $ 0 | |||
Master Agreement [Member] | Series E [Member] | |||||
Debt Instrument [Line Items] | |||||
Unsecured Debt | $ 100,000,000 | $ 100,000,000 |
Long-Term Debt - Long-Term De_2
Long-Term Debt - Long-Term Debt Instrument (Additional Information) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 15, 2011 | |
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 4.50% | 4.50% | |||
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018 | |||||
Debt Instrument [Line Items] | |||||
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 June 28, 2022 | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, expiration period | 5 years | 5 years | |||
Line of credit facility, expiration date | Jun. 28, 2022 | Jun. 28, 2022 | |||
5-year term loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires June 28, 2022 | 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 June 28, 2022 | |||||
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 | Jun. 28, 2022 | Jun. 28, 2022 | |||
5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022 | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable interest rate | 1.50% | 1.50% | |||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable interest rate | 1.75% | ||||
Master Agreement [Member] | Series E [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Periodic Payment, Interest | $ 700,000 | ||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 700,000 | ||||
Debt instrument, interest rate, stated percentage | 4.50% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Detail) | Dec. 21, 2018USD ($) | May 20, 2014USD ($)extension | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2019USD ($) | Nov. 15, 2018USD ($) | May 10, 2018USD ($) | Jun. 28, 2017USD ($) | Dec. 22, 2016USD ($) | Jan. 15, 2015USD ($) | Sep. 18, 2014USD ($) | Apr. 17, 2014USD ($) | Sep. 15, 2011USD ($) | Feb. 01, 2008USD ($) | Dec. 22, 2006USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 2,800,000 | ||||||||||||||||||
Write off of Deferred Debt Issuance Cost | 200,000 | ||||||||||||||||||
Debt Issuance Costs, Noncurrent, Net | $ 1,600,000 | ||||||||||||||||||
Credit facility, outstanding amount | $ 965,000,000 | $ 965,000,000 | $ 365,000,000 | ||||||||||||||||
Revolving and term loan | 1,015,000,000 | ||||||||||||||||||
Potential increased in line of credit facility | $ 500,000,000 | ||||||||||||||||||
Unsecured revolving credit facility | 350,000,000 | 350,000,000 | $ 600,000,000 | $ 400,000,000 | 800,000,000 | ||||||||||||||
Debt Instrument, Periodic Payment, Principal | 5,000,000 | ||||||||||||||||||
Unsecured term loans | 365,000,000 | 365,000,000 | 550,000,000 | ||||||||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 55,000,000 | 55,000,000 | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 250,000,000 | ||||||||||||||||||
Proceeds from lines of credit | 600,000,000 | 0 | $ 0 | ||||||||||||||||
Outstanding debt balance | 1,506,990,000 | 1,506,990,000 | $ 976,141,000 | ||||||||||||||||
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] | |||||||||||||||||||
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 | ||||||||||||||||||
Outstanding debt balance | 500,000,000 | 500,000,000 | |||||||||||||||||
Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Credit facility, outstanding amount | $ 550,000,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 67,500,000 | ||||||||||||||||||
Unsecured term loans | $ 300,000,000 | $ 300,000,000 | |||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Credit facility, outstanding amount | $ 375,000,000 | $ 475,000,000 | |||||||||||||||||
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 | $ 100,000,000 | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 700,000 | ||||||||||||||||||
Debt instrument interest rate stated percentage | 4.50% | ||||||||||||||||||
Long-term Debt, Contingent Payment of Principal or Interest | $ 700,000 | ||||||||||||||||||
LIBOR | Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
30-day Adjusted LIBOR Rate | 2.50% | 2.50% | |||||||||||||||||
LIBOR | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
30-day Adjusted LIBOR Rate | 2.563% | 2.563% | |||||||||||||||||
LIBOR | Long-term Debt [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
30-day Adjusted LIBOR Rate | 2.288% | 2.288% | |||||||||||||||||
Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 1.00% | ||||||||||||||||||
Minimum | Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Unsecured term loans | 300,000,000 | ||||||||||||||||||
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 | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 0.85% | ||||||||||||||||||
Maximum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 1.75% | ||||||||||||||||||
Maximum | Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Unsecured term loans | $ 450,000,000 | ||||||||||||||||||
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 | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable interest rate | 1.50% | ||||||||||||||||||
Scenario, Forecast [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Unsecured senior notes outstanding | $ 5,000,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | $ 3,800,000 |
Long-Term Debt Details (Details
Long-Term Debt Details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||
Interest | $ 38,032 | $ 36,172 | $ 37,652 |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 50,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 55,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 70,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 630,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 210,000 | ||
Long-term Debt, Maturities, Repayments of Principal after Year Five | $ 500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | $ 1,600,000 | ||||
Operating Loss Carryforwards State | 42,500,000 | ||||
Operating Loss Carryforwards | 100,000 | ||||
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | (644,000) | $ (126,000) | $ (205,000) | ||
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (5,000) | 0 | (41,000) | ||
Deferred Tax Assets, Valuation Allowance | (896,000) | (893,000) | |||
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 594,000 | 1,070,000 | 412,000 | ||
Deferred income taxes, net | 315,732,000 | 256,185,000 | $ 300,760,000 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 2,196,000 | 2,434,000 | |||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Compensation | 41,293,000 | 36,701,000 | |||
Liability for Uncertain Tax Positions, Current | 197,205 | 228,608 | 86,191 | ||
Income Taxes Paid | $ 110,557,000 | 152,024,000 | 143,111,000 | ||
Document Period End Date | Dec. 31, 2018 | ||||
Unrecognized Tax Benefits | $ 1,639,000 | 1,694,000 | $ 750,000 | $ 584,000 | |
Deferred Tax Liabilities, Property, Plant and Equipment | 4,929,000 | 2,723,000 | |||
deferred profit sharing contingent commissions | $ 0 | $ 7,107,000 | |||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 21.00% | 35.00% | 35.00% | ||
Current Federal Tax Expense (Benefit) | $ 77,694,000 | $ 129,954,000 | $ 126,145,000 | ||
Current State and Local Tax Expense (Benefit) | 25,096,000 | 21,392,000 | 21,110,000 | ||
Current Foreign Tax Expense (Benefit) | 409,000 | 929,000 | 590,000 | ||
Deferred Federal Income Tax Expense (Benefit) | 8,483,000 | 18,999,000 | 15,551,000 | ||
Current Income Tax Expense (Benefit) | 103,199,000 | 152,275,000 | 147,845,000 | ||
Deferred State and Local Income Tax Expense (Benefit) | 6,519,000 | 2,984,000 | 2,612,000 | ||
Deferred Foreign Income Tax Expense (Benefit) | 6,000 | 0 | 0 | ||
Summary of Income Tax Contingencies [Table Text Block] | 15,008,000 | (102,183,000) | 18,163,000 | ||
Income Tax Expense (Benefit) | $ (118,207,000) | $ (50,092,000) | $ (166,008,000) | ||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 5.70% | 3.80% | 3.90% | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Percent | 0.20% | 0.30% | 0.30% | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Percent | 0.30% | 0.30% | 0.30% | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | $ 0.003 | $ 0 | |||
Tax Reform Act Deferred Tax Revaluation and Transition Tax Impact | (0.30%) | (26.90%) | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent | (1.60%) | (1.40%) | (0.30%) | ||
Effective Income Tax Rate Reconciliation, Percent | 25.60% | 11.10% | 39.20% | ||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals | $ 10,455,000 | $ 7,534,000 | |||
Net Unrealized Holding Gain on Available for Sale Securities | (78,000) | (6,000) | |||
Deferred Tax Liabilities, Goodwill and Intangible Assets | 334,200,000 | 306,351,000 | |||
Non Current Deferred Tax Liability | 368,780,000 | 309,068,000 | |||
Deferred Tax Assets, Net, Noncurrent | $ 53,048,000 | 52,883,000 | |||
Tax Cuts and Jobs Act 2017 [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Taxes Payable | 3,300,000 | ||||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | 21.00% | ||||
Income Tax Expense (Benefit) | 120,900,000 | ||||
Deferred Tax Liabilities, Deferred Expense | $ 0 | $ (124,166,000) | |||
Accounting Standards Update 2014-09 [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Deferred Tax Liabilities, Other | $ 29,729,000 |
Income Taxes Effective Income T
Income Taxes Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | 35.00% |
Income Tax Expense (Benefit) | $ (118,207) | $ (50,092) | $ (166,008) |
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | $ 1,600 | ||
Tax Cuts and Jobs Act 2017 [Member] | |||
Income Tax Contingency [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Income Tax Expense (Benefit) | 120,900 | ||
Taxes Payable | 3,300 | ||
Deferred Tax Liabilities, Deferred Expense | $ 0 | $ 124,166 | |
Accounting Standards Update 2014-09 [Member] | |||
Income Tax Contingency [Line Items] | |||
Deferred Tax Liabilities, Other | $ 29,729 |
Employee Savings Plan (Details)
Employee Savings Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Savings Plan [Abstract] | |||
Compensation and Employee Benefit Plans [Text Block] | NOTE 11· 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, the Company 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 an additional discretionary profit-sharing contribution each year, which equaled 1.5% of each eligible employee’s compensation. The Company’s contribution expense to the plan totaled $22.8 million in 2018 , $19.6 million in 2017 and $19.3 million in 2016 | ||
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, Plan Assets, Contributions by Employer | $ 22,800,000 | $ 19,600,000 | $ 19,300,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2009 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 28, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
MaximumNumberOfSharesAvailableToBeGrantedUnderAwardStockPlan | 28,800,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,269,384 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 11.9 | $ 6.3 | $ 18.1 | ||||||
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 | 1,196,092 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsDistributedSharesOutstandingNumber | 9,073,292 | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 8.16 | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 12.84 | ||||||||
Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 2,600,000 | 2,400,000 | |||||||
PerformanceStockPlan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | 453,860 | 277,602 | 1,012,844 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (44,524) | (34,472) | (185,034) | ||||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 0 | 0 | 8,000 | ||||||
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 | 0 | 0 | (8,000) | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 5.03 | 5.16 | 5.11 | 4.52 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 5.53 | $ 4.81 | $ 3.19 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (453,860) | (277,602) | (1,012,844) | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (44,524) | (34,472) | (177,034) | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | 0 | 0 | (8,000) | ||||||
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 | $ 4.92 | $ 5.24 | $ 5.26 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 1,196,092 | 1,694,476 | 2,006,550 | 3,204,428 | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 0 | 0 | 0 | 16,000 | |||||
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 | 1,196,092 | 1,694,476 | 2,006,550 | 3,188,428 | |||||
Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | (933,916) | 484,914 | 333,768 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (2,363,420) | (342,120) | (1,908,262) | ||||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 2,489,905 | 326,808 | 2,862,638 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,577,721 | 1,392,912 | 1,944,198 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 454,313 | 241,334 | 365,306 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 15.89 | 15.72 | 12.46 | ||||||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsGrantedSharesAwardedInPeriod | 0 | 0 | 0 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (2,489,905) | (326,808) | (2,862,638) | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 16.69 | 15.58 | 14.98 | 14.37 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 8,697,491 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 14.09 | $ 12.61 | $ 13.66 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (933,916) | (484,914) | 333,768 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (224,587) | (76,212) | (351,576) | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (2,138,833) | (265,908) | (1,556,686) | ||||||
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 | $ 16.37 | $ 14.89 | $ 12.67 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 11,102,375 | 12,821,990 | 12,256,112 | 12,553,944 | |||||
SharesAvailableForIssuanceUnderStockIncentivePlan | 12,093,536 | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 4,507,056 | 8,012,386 | 7,453,524 | 10,293,956 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 22.87 | $ 20.82 | $ 17.76 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 6,595,319 | 4,809,604 | 4,802,588 | 2,259,988 | |||||
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 | 34,000,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 7,316,901 | ||||||||
Perfomance Based [Member] | Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 1,123,408 | 1,151,578 | 1,578,892 |
Stock Based Compensation Summ_2
Stock Based Compensation Summary of PSP Activity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,196,092 | |||
Stock Incentive Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 16.69 | 15.58 | 14.98 | 14.37 |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 11,102,375 | 12,821,990 | 12,256,112 | 12,553,944 |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 6,595,319 | 4,809,604 | 4,802,588 | 2,259,988 |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 4,507,056 | 8,012,386 | 7,453,524 | 10,293,956 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 22.87 | $ 20.82 | $ 17.76 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,577,721 | 1,392,912 | 1,944,198 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 454,313 | 241,334 | 365,306 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 15.89 | 15.72 | 12.46 | |
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsGrantedSharesAwardedInPeriod | 0 | 0 | 0 | |
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 2,489,905 | 326,808 | 2,862,638 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (2,489,905) | (326,808) | (2,862,638) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 14.09 | $ 12.61 | $ 13.66 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 933,916 | 484,914 | (333,768) | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | 933,916 | (484,914) | (333,768) | |
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 | $ 16.37 | $ 14.89 | $ 12.67 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (2,363,420) | (342,120) | (1,908,262) | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (224,587) | (76,212) | (351,576) | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (2,138,833) | (265,908) | (1,556,686) | |
Perfomance Based [Member] | Stock Incentive Plan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 1,123,408 | 1,151,578 | 1,578,892 |
Stock Based Compensation Stoc_2
Stock Based Compensation Stock Incentive Plan (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,269,384 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,196,092 | ||||
PerformanceStockPlan [Member] | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 5.03 | 5.16 | 5.11 | 4.52 | |
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 | $ 5.53 | $ 4.81 | $ 3.19 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 4.92 | $ 5.24 | $ 5.26 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 1,196,092 | 1,694,476 | 2,006,550 | 3,204,428 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | ||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 0 | 0 | 8,000 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | 0 | 0 | (8,000) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 453,860 | 277,602 | 1,012,844 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (44,524) | (34,472) | (185,034) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,196,092 | 1,694,476 | 2,006,550 | 3,188,428 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 0 | 0 | 0 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | (453,860) | (277,602) | (1,012,844) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (44,524) | (34,472) | (177,034) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 0 | 0 | 0 | 16,000 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 0 | 0 | 0 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodSharesNotAwarded | 0 | 0 | 0 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | 0 | 0 | (8,000) | ||
Stock Incentive Plan [Member] | |||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 26,620 | 22,700 | 33,720 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 16.69 | 15.58 | 14.98 | 14.37 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 22.87 | $ 20.82 | $ 17.76 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriodWeightedAverageGrantDateFairValue | 15.89 | 15.72 | 12.46 | ||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsGrantedSharesAwardedInPeriod | 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 | $ 14.09 | $ 12.61 | $ 13.66 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 16.37 | $ 14.89 | $ 12.67 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 11,102,375 | 12,821,990 | 12,256,112 | 12,553,944 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,577,721 | 1,392,912 | 1,944,198 | ||
ShareBasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedInPeriod | 2,489,905 | 326,808 | 2,862,638 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (2,489,905) | (326,808) | (2,862,638) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 933,916 | 484,914 | (333,768) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (2,363,420) | (342,120) | (1,908,262) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 6,595,319 | 4,809,604 | 4,802,588 | 2,259,988 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 454,313 | 241,334 | 365,306 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodAwardedShares | 933,916 | (484,914) | (333,768) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodAwardedShares | (224,587) | (76,212) | (351,576) | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 4,507,056 | 8,012,386 | 7,453,524 | 10,293,956 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodSharesNotAwarded | 0 | 0 | 0 | ||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodNotYetAwardedShares | (2,138,833) | (265,908) | (1,556,686) | ||
Perfomance Based [Member] | Stock Incentive Plan [Member] | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 1,123,408 | 1,151,578 | 1,578,892 |
Stock Based Compensation Non Ca
Stock Based Compensation Non Cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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) 2018 2017 2016 Stock incentive plan $ 28,027 $ 24,899 $ 11,049 Employee stock purchase plan 4,744 4,025 3,698 Performance stock plan 748 1,707 1,305 Total $ 33,519 $ 30,631 $ 16,052 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 33,519 | $ 30,631 | $ 16,052 |
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 28,027 | 24,899 | 11,049 |
PerformanceStockPlan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 748 | 1,707 | 1,305 |
Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 4,744 | $ 4,025 | $ 3,698 |
Stock Based Compensation Share
Stock Based Compensation Share Based Compensation Shares Authorized under Stock Option Plans, Exercise Price Range (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
PerformanceStockPlan [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageGrantDateFairValue | 5.03 | 5.16 | 5.11 | 4.52 |
Stock Based Compensation Summ_3
Stock Based Compensation Summary of Stock Options (Details) - Stock Incentive Plan [Member] - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (2,489,905) | (326,808) | (2,862,638) |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodPriorYearAwardsIssuedGrantedInCurrentYear | 454,313 | 241,334 | 365,306 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,577,721 | 1,392,912 | 1,944,198 |
Stock Based Compensation Employ
Stock Based Compensation Employee Stock Purchase Plan Details (Details) | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($)shares | Aug. 31, 2018$ / shares | Jul. 31, 2018shares | Dec. 31, 2017USD ($)shares | Aug. 31, 2017$ / shares | Jul. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Aug. 31, 2016$ / shares | Jul. 31, 2016USD ($)$ / sharesshares | Jul. 31, 2015USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
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 | 8,697,491 | |||||||||
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 | 7,316,901 | |||||||||
ThresholdPeriodWorkedPerWeekByEmployees | 20 | |||||||||
AllottedValueMaximum | $ | $ 25,000 | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSubscriptionPeriodBeginning | --08-01 | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSubscriptionPeriodEnding | --07-31 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentOfMarketPrice | 15.00% | |||||||||
ValueOfOneYearStockOptionPercentage | 85.00% | |||||||||
EstimatedFairValuePerShareOption | $ / shares | $ 5.88 | $ 4.32 | $ 3.81 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 985,601 | 1,058,024 | 1,029,330 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedAggregatePurchaseValue | $ | $ 18,700,000 | $ 16,400,000 | $ 15,000,000 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedAggregatePurchasePricePerShare | $ / shares | $ 18.96 | $ 15.52 | $ 14.62 | |||||||
Shares held in Employee Stock Option Plan, Suspense Shares | 402,349 | 435,027 | 494,046 | |||||||
CashReceivedFromProceedsByParticipants | $ | $ 9,900,000 | $ 8,200,000 | $ 7,700,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 34,000,000 |
Stock Based Compensation Incent
Stock Based Compensation Incentive Stock Option Plan (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
PerformanceStockPlan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | 0 | 0 | (8,000) |
Stock Based Compensation Unreco
Stock Based Compensation Unrecognized Compensation Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 97.1 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 3 months 14 days |
Stock Based Compensation Detail
Stock Based Compensation Details (Details) - shares | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 28, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
MaximumNumberOfSharesAvailableToBeGrantedUnderAwardStockPlan | 28,800,000 | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 2,600,000 | 2,400,000 | ||||
Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
SharesAvailableForIssuanceUnderStockIncentivePlan | 12,093,536 | |||||
Time-Based [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, Shares Issued in Period | 454,313 | 241,334 | 365,306 | |||
Perfomance Based [Member] | Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 1,123,408 | 1,151,578 | 1,578,892 | |||
Performance Shares [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, Shares Issued in Period | 2,489,905 | 326,808 | 2,870,638 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 33,519 | $ 30,631 | $ 16,052 |
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | 28,027 | 24,899 | 11,049 |
PerformanceStockPlan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation | $ 748 | $ 1,707 | $ 1,305 |
Stock Based Compensation Sche_2
Stock Based Compensation Schedule of Share Based Compensation, Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | 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 | 10,269,384 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 1,196,092 | |||||||
Stock Incentive Plan [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Common Stock Issued to Directors Shares | 26,620 | 22,700 | 33,720 | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | (2,489,905) | (326,808) | (2,862,638) | |||||
SharesAvailableForIssuanceUnderStockIncentivePlan | 12,093,536 | |||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 11,102,375 | 12,821,990 | 12,256,112 | 12,553,944 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 22.87 | $ 20.82 | $ 17.76 | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAwardedSharesOutstandingNumber | 6,595,319 | 4,809,604 | 4,802,588 | 2,259,988 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 4,507,056 | 8,012,386 | 7,453,524 | 10,293,956 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,577,721 | 1,392,912 | 1,944,198 | |||||
PerformanceStockPlan [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNotYetAwardedInPeriod | 0 | 0 | (8,000) | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedSharesOutstandingNumber | 1,196,092 | 1,694,476 | 2,006,550 | 3,204,428 | ||||
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 | 1,196,092 | 1,694,476 | 2,006,550 | 3,188,428 | ||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsSharesNotYetAwardedOutstandingNumber | 0 | 0 | 0 | 16,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | |||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 0 | 0 | 0 | |||||
Maximum [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 2,600,000 | 2,400,000 | ||||||
Perfomance Based [Member] | Stock Incentive Plan [Member] | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsNotYetAwardedInPeriod | 1,123,408 | 1,151,578 | 1,578,892 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities - Significant Non-Cash Investing and Financing Activities (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted Cash and Cash Equivalents | $ 338,635,000 | $ 250,705,000 | $ 265,637,000 |
Cash and Cash Equivalents, at Carrying Value | 438,961,000 | 573,383,000 | 515,646,000 |
Cash paid during the period for: | |||
Interest | 38,032,000 | 36,172,000 | 37,652,000 |
Income taxes | 110,557,000 | 152,024,000 | 143,111,000 |
Significant non-cash investing and financing activities | |||
Other payables issued for purchased customer accounts | 5,462,000 | 11,708,000 | 10,664,000 |
Estimated acquisition earn-out payables and related charges | 77,378,000 | 6,921,000 | 4,463,000 |
Notes Assumed | 0 | 0 | 492,000 |
Notes received on the sale of fixed assets and customer accounts | 52,000 | 0 | 22,000 |
Cash and Cash Equivalents inclusive of Restricted Cash [Member] | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ 777,596,000 | $ 824,088,000 | $ 781,283,000 |
Supplemental Disclosures of C_4
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities Restricted Cash (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents, at Carrying Value | $ 438,961,000 | $ 573,383,000 | $ 515,646,000 |
Restricted Cash and Cash Equivalents | 338,635,000 | 250,705,000 | 265,637,000 |
Cash and Cash Equivalents inclusive of Restricted Cash [Member] | |||
Cash and Cash Equivalents, at Carrying Value | $ 777,596,000 | $ 824,088,000 | $ 781,283,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense | $ 54.6 | $ 51 | $ 49.3 |
Operating Leases, Future Minimum Payments Due | $ 210 | $ 210.4 | $ 213.2 |
Quarterly Operating Results (De
Quarterly Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 508,748 | $ 530,850 | $ 473,187 | $ 501,461 | $ 474,316 | $ 475,646 | $ 466,305 | $ 465,080 | $ 2,014,246 | $ 1,881,347 | $ 1,766,629 |
Operating Expenses | 408,137 | 388,350 | 372,277 | 383,020 | 367,982 | 351,227 | 358,303 | 354,113 | 1,551,784 | 1,431,625 | 1,343,130 |
Income before income taxes | 100,611 | 142,500 | 100,910 | 118,441 | 106,334 | 124,419 | 108,002 | 110,967 | 462,462 | 449,722 | 423,499 |
Net Income (Loss) Attributable to Parent | $ 73,452 | $ 106,053 | $ 73,922 | $ 90,828 | $ 187,505 | $ 75,913 | $ 66,102 | $ 70,110 | $ 344,255 | $ 399,630 | $ 257,491 |
Earnings Per Share, Basic | $ 0.0026 | $ 0.0038 | $ 0.0027 | $ 0.0033 | $ 0.0068 | $ 0.0027 | $ 0.0024 | $ 0.0025 | $ 1.24 | $ 1.43 | $ 0.92 |
Diluted (in dollars per share) | $ 0.0026 | $ 0.0038 | $ 0.0026 | $ 0.0032 | $ 0.0066 | $ 0.0027 | $ 0.0023 | $ 0.0025 | $ 1.22 | $ 1.40 | $ 0.91 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | Segment | 4 | ||||||||||
Total revenues | $ 508,748 | $ 530,850 | $ 473,187 | $ 501,461 | $ 474,316 | $ 475,646 | $ 466,305 | $ 465,080 | $ 2,014,246 | $ 1,881,347 | $ 1,766,629 |
London, Bermuda and Cayman Islands | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 15,200 | $ 15,900 | $ 14,500 |
Segment Information - Summarize
Segment Information - Summarized Financial Information Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 508,748 | $ 530,850 | $ 473,187 | $ 501,461 | $ 474,316 | $ 475,646 | $ 466,305 | $ 465,080 | $ 2,014,246 | $ 1,881,347 | $ 1,766,629 |
Investment income | 2,746 | 1,626 | 1,456 | ||||||||
Amortization | 86,544 | 85,446 | 86,663 | ||||||||
Depreciation | 22,834 | 22,698 | 21,003 | ||||||||
Interest expense | 40,580 | 38,316 | 39,481 | ||||||||
Income before income taxes | 100,611 | $ 142,500 | $ 100,910 | $ 118,441 | 106,334 | $ 124,419 | $ 108,002 | $ 110,967 | 462,462 | 449,722 | 423,499 |
Total assets | 6,688,668 | 5,747,550 | 6,688,668 | 5,747,550 | 5,262,734 | ||||||
Capital expenditures | 41,520 | 24,192 | 17,765 | ||||||||
Operating Segments | Retail | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 1,042,763 | 943,460 | 917,406 | ||||||||
Investment income | 2 | 8 | 37 | ||||||||
Amortization | 44,386 | 42,164 | 43,447 | ||||||||
Depreciation | 5,289 | 5,210 | 6,191 | ||||||||
Interest expense | 35,969 | 31,133 | 38,216 | ||||||||
Income before income taxes | 217,845 | 196,616 | 188,001 | ||||||||
Total assets | 5,850,045 | 4,255,515 | 5,850,045 | 4,255,515 | 3,854,393 | ||||||
Capital expenditures | 6,858 | 4,494 | 5,951 | ||||||||
Operating Segments | National Programs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 494,463 | 479,813 | 448,516 | ||||||||
Investment income | 506 | 384 | 628 | ||||||||
Amortization | 25,954 | 27,277 | 27,920 | ||||||||
Depreciation | 5,486 | 6,325 | 7,868 | ||||||||
Interest expense | 26,181 | 35,561 | 45,738 | ||||||||
Income before income taxes | 117,375 | 109,961 | 91,762 | ||||||||
Total assets | 2,940,097 | 3,267,486 | 2,940,097 | 3,267,486 | 2,711,378 | ||||||
Capital expenditures | 12,391 | 5,936 | 6,977 | ||||||||
Operating Segments | Wholesale Brokerage | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 287,014 | 271,737 | 243,103 | ||||||||
Investment income | 165 | 0 | 4 | ||||||||
Amortization | 11,391 | 11,456 | 10,801 | ||||||||
Depreciation | 1,628 | 1,885 | 1,975 | ||||||||
Interest expense | 5,254 | 6,263 | 3,976 | ||||||||
Income before income taxes | 70,171 | 68,844 | 62,623 | ||||||||
Total assets | 1,283,877 | 1,260,239 | 1,283,877 | 1,260,239 | 1,108,829 | ||||||
Capital expenditures | 2,518 | 1,836 | 1,301 | ||||||||
Operating Segments | Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 189,246 | 165,372 | 156,365 | ||||||||
Investment income | 205 | 299 | 283 | ||||||||
Amortization | 4,813 | 4,548 | 4,485 | ||||||||
Depreciation | 1,558 | 1,600 | 1,881 | ||||||||
Interest expense | 2,869 | 3,522 | 4,950 | ||||||||
Income before income taxes | 34,508 | 30,498 | 24,338 | ||||||||
Total assets | 471,572 | 399,240 | 471,572 | 399,240 | 371,645 | ||||||
Capital expenditures | 1,525 | 1,033 | 656 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 760 | 20,965 | 1,239 | ||||||||
Investment income | 1,868 | 935 | 504 | ||||||||
Amortization | 0 | 1 | 10 | ||||||||
Depreciation | 8,873 | 7,678 | 3,088 | ||||||||
Interest expense | (29,693) | (38,163) | (53,399) | ||||||||
Income before income taxes | 22,563 | 43,803 | 56,775 | ||||||||
Total assets | $ (3,856,923) | $ (3,434,930) | (3,856,923) | (3,434,930) | (2,783,511) | ||||||
Capital expenditures | $ 18,228 | $ 10,893 | $ 2,880 |
Losses and Loss Adjustment Re_3
Losses and Loss Adjustment Reserve - Effects of Reinsurance on Premiums Written and Earned (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Written | ||
Direct premiums | $ 619,223 | $ 604,623 |
Assumed premiums | 0 | 0 |
Ceded premiums | 619,206 | 604,610 |
Net premiums | 17 | 13 |
Earned | ||
Direct premiums | 602,320 | 592,267 |
Assumed premiums | 0 | 0 |
Ceded premiums | 602,303 | 592,254 |
Net premiums | $ 17 | $ 13 |
Losses and Loss Adjustment Re_4
Losses and Loss Adjustment Reserve - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018USD ($)Reinsurer | Dec. 31, 2017USD ($) | Sep. 30, 2018 | |
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | |||
Ceded rate of premiums under insurance program | 100.00% | ||
Document Period End Date | Dec. 31, 2018 | ||
Premiums written net | $ 619,206,000 | $ 604,610,000 | |
Reinsurance Recoverables on Unpaid Losses, Gross | 65,400,000 | 477,800,000 | |
Prepaid reinsurance premiums | 337,920,000 | 321,017,000 | |
Increase (Decrease) in Loss and Loss Adjustment Expense Reserve | 200,000 | 1,100,000 | |
Reserve For Losses And Loss Adjustment Expenses For Reinsurance Liability | $ 65,400,000 | 477,800,000 | |
Number of reinsurers | Reinsurer | 2 | ||
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 | 30.00% | 30.90% | |
Premiums written net | $ 617,200,000 | 602,900,000 | |
Operating Expenses | $ 2,300,000 | ||
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 | $ 2,000,000 | $ 1,700,000 | |
Wright National Flood Insurance Company [Member] | |||
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items] | |||
Loss Adjustment Expense | 99,349 | ||
Case Reserves | 0 | ||
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred but Not Reported (IBNR) Claims, Amount | $ 100,000 |
Statutory Financial Informati_2
Statutory Financial Information - Additional Information (Detail) - Wright Flood - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statutory Accounting Practices [Line Items] | ||
Statutory capital and surplus required | $ 7,500,000 | |
Statutory capital and surplus | 19,400,000 | $ 28,700,000 |
Statutory net Income | $ 4,500,000 | $ 4,800,000 |
Subsidiary Dividend Restricti_2
Subsidiary Dividend Restrictions - Additional Information (Detail) - Wright Flood - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Dividend Restrictions [Line Items] | ||
Dividend rate as a percentage of net income | 100.00% | |
Statutory Dividend Payment Restrictions Disclosure | 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 | |
Scenario, Forecast | ||
Dividend Restrictions [Line Items] | ||
Maximum dividend payout that may be made without prior approval | $ 4.5 | |
Maximum | ||
Dividend Restrictions [Line Items] | ||
Dividend rate as a percentage of net income | 10.00% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Dec. 12, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 28, 2018 | Mar. 14, 2018 | Jul. 20, 2015 | Jul. 21, 2014 |
Accelerated Share Repurchases [Line Items] | |||||||||||
Common Stock, Shares Authorized | 560,000,000 | 560,000,000 | 560,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | ||||||||||
Common Stock, Shares, Outstanding | 276,210,910 | 276,210,910 | 279,583,006 | ||||||||
Treasury stock shares (in shares) | 10,718,319 | 10,718,319 | 13,796,696 | ||||||||
Fair value of common stock repurchased | $ 386,322,000 | $ 386,322,000 | $ 477,572,000 | ||||||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | 20,000,000 | ||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 147,500,000 | ||||||||||
Treasury Stock, Shares, Acquired | 13,800,000 | ||||||||||
Accelerated Share Repurchase Agreement [Member] | |||||||||||
Accelerated Share Repurchases [Line Items] | |||||||||||
Treasury stock shares (in shares) | 2,883,349 | 209,618 | 5,408,819 | 2,384,760 | 2,883,349 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 48.51 | $ 36.53 | $ 32.35 | $ 31.46 | |||||||
Fair value of common stock repurchased | $ 139,900,000 | $ 7,700,000 | $ 175,000,000 | $ 75,000,000 | $ 139,900,000 | 80,000,000 | |||||
Treasury Stock, Shares, Acquired | 2,910,150 | ||||||||||
Maximum [Member] | |||||||||||
Accelerated Share Repurchases [Line Items] | |||||||||||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | $ 400,000,000 | $ 200,000,000 | ||||||||
2 for 1 Stock Split [Member] | |||||||||||
Accelerated Share Repurchases [Line Items] | |||||||||||
Common Stock, Shares Authorized | 560,000,000 | 280,000,000 | |||||||||
Common Stock, Shares, Outstanding | 276,000,000 | 138,000,000 |
Shareholders' Equity Repurchase
Shareholders' Equity Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 12, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2017 |
Treasury Stock, Value, Acquired, Cost Method | $ 100,000 | $ 139,889 | $ 7,658 | $ 477,500 | |||
Stock Repurchase Program, Authorized Amount | 100,000 | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 147,500 | ||||||
Treasury Stock, Shares, Acquired | 13,800,000 | ||||||
Treasury Stock, Shares | 13,796,696 | 10,718,319 | 10,718,319 | ||||
Treasury Stock, Value | $ 477,572 | $ 386,322 | $ 386,322 | ||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | 20,000 | ||||||
Accelerated Share Repurchase Agreement [Member] | |||||||
Treasury Stock, Shares, Acquired | 2,910,150 | ||||||
Treasury Stock, Shares | 2,883,349 | 209,618 | 5,408,819 | 2,384,760 | 2,883,349 | ||
Treasury Stock Acquired, Average Cost Per Share | $ 48.51 | $ 36.53 | $ 32.35 | $ 31.46 | |||
Treasury Stock, Value | $ 80,000 | $ 139,900 | $ 7,700 | $ 175,000 | $ 75,000 | $ 139,900 |