Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2024

BROWN & BROWN, INC.

(Exact name of registrant as specified in its charter)

    Florida

    001-13619

    59-0864469

    (State or other jurisdiction
of incorporation)

    (Commission
File Number)

    (IRS Employer
Identification No.)

300 North Beach Street, Daytona Beach, Florida 32114

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (386) 252-9601

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 Par Value	BRO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

The information contained in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 2.02 and 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 2.02 and 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Segment Reorganization

On January 22, 2024, Brown & Brown, Inc. (the “Company”) issued a press release announcing that in conjunction with the divestiture of certain businesses within the Company’s Services segment in the fourth quarter of 2023, it had aligned its business from four to three segments beginning in 2024. As a result of the segment reorganization, the Services segment was eliminated as a business segment. Effective for fiscal year 2024, which began January 1, 2024, the Company will report its financial results in the following three reportable segments: Retail, Programs and Wholesale Brokerage.

The Company’s new business segment structure reflects that the ongoing operations that had been part of the Services segment were integrated into the operation and management of the Retail segments, where the services provided more closely align with the services in Retail than they do with the Company’s other ongoing segments. The historical results for the businesses that were sold were combined with the Programs segment as they either derived a certain portion of their business from activities associated with managing general underwriter (MGU) programs in this segment or have similar customers to other businesses in the Programs segment.

Supplemental Information

The Company is providing Exhibit 99.1 to this Current Report on Form 8-K, as supplemental information, unaudited historical business segment information for each quarter of the Company’s fiscal year 2023 and for each of the full years from 2019 -2023, as recast to reflect the new business segment structure. Exhibit 99.1 is furnished herewith and is incorporated herein by reference. The segment reorganization has no impact to the Company’s previously reported consolidated statements of income, balance sheets, statements of cash flows, statements of comprehensive income or statements of shareholders’ equity. The Company did not operate under the realigned segment structure for any of these prior periods. The information in this Current Report on Form 8-K, including Exhibit 99.1, should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, which reports have previously been filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:


Exhibit No.		Description

99.1		Brown & Brown, Inc. Historical Business Segment Information as Reclassified for Segment Changes.

104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 1, 2024

     
    BROWN & BROWN, INC.

     
    (Registrant)

     
    By:

    /s/ Anthony M. Robinson

     
    Anthony M. Robinson
Secretary

Exhibit 99.1

BROWN & BROWN, INC.

HISTORICAL BUSINESS SEGMENT INFORMATION

AS RECLASSIFIED FOR SEGMENT CHANGES

(Unaudited)

The following tables set forth Brown & Brown, Inc. historical business segment financial information as reclassified for segment changes for the twelve months ended December 31, 2023, 2022, 2021, 2020 and 2019 (unaudited).


	Retail															Programs
	Twelve months ended December 31,															Twelve months ended December 31,
(in millions)	2019			2020			2021			2022			2023			2019			2020			2021			2022			2023
REVENUES
Commissions and fees	$	1,457		$	1,549		$	1,840		$	2,154		$	2,503		$	620		$	707		$	807		$	957		$	1,160
Investment income		—			—			—			—			1			2			1			1			1			12
Other income, net		1			1			1			3			4			—			—			—			—			1
Total revenues		1,458			1,550			1,841			2,157			2,508			622			708			808			958			1,173
EXPENSES
Employee compensation and benefits		799			856			982			1,126			1,336			274			313			352			376			425
Other operating expenses		257			245			290			377			421			135			147			158			223			247
(Gain)/loss on disposal		(10	)		(2	)		(6	)		(8	)		(3	)		—			—			(4	)		1			(141	)
Amortization		67			72			82			101			112			27			28			29			37			42
Depreciation		8			10			12			14			19			7			9			11			16			13
Interest		91			90			94			96			85			17			21			11			33			36
Change in estimated acquisition earn-out payables		—			6			42			(26	)		1			(1	)		(11	)		(8	)		(11	)		—
Total expenses		1,212			1,277			1,496			1,680			1,971			459			507			549			675			622
Income before income taxes	$	246		$	273		$	345		$	477		$	537		$	163		$	201		$	259		$	283		$	551


	Wholesale Brokerage											Other
	Twelve months ended December 31,											Twelve months ended December 31,
(in millions)	2019		2020		2021		2022			2023		2019			2020			2021			2022			2023
REVENUES
Commissions and fees	$	309	$	352	$	403	$	453		$	539	$	(1	)	$	(2	)	$	(2	)	$	(1	)	$	(3	)
Investment income		—		—		—		—			2		4			2			—			6			37
Other income, net		1		1		—		—			—		—			2			1			—			1
Total revenues		310		353		403		453			541		3			2			(1	)		5			35
EXPENSES
Employee compensation and benefits		158		184		213		239			284		77			83			90			76			142
Other operating expenses		52		54		61		70			85		(67	)		(80	)		(106	)		(73	)		(103	)
(Gain)/loss on disposal		—		—		—		3			—		—			—			—			(1	)		1
Amortization		11		9		9		9			11		—			—			—			—			1
Depreciation		1		2		3		3			3		7			5			7			6			5
Interest		5		10		16		13			12		(49	)		(62	)		(56	)		(1	)		57
Change in estimated acquisition earn-out payables		—		—		6		(2	)		20		—			—			—			—			—
Total expenses		227		259		308		335			415		(32	)		(54	)		(65	)		7			103
Income before income taxes	$	83	$	94	$	95	$	118		$	126	$	35		$	56		$	64		$	(2	)	$	(68	)


	Total
	Twelve months ended December 31,
(in millions)	2019			2020			2021			2022			2023
REVENUES
Commissions and fees	$	2,385		$	2,606		$	3,048		$	3,563		$	4,199
Investment income		6			3			1			7			52
Other income, net		2			4			2			3			6
Total revenues		2,393			2,613			3,051			3,573			4,257
EXPENSES
Employee compensation and benefits		1,308			1,436			1,637			1,817			2,187
Other operating expenses		377			366			403			597			650
(Gain)/loss on disposal		(10	)		(2	)		(10	)		(5	)		(143	)
Amortization		105			109			120			147			166
Depreciation		23			26			33			39			40
Interest		64			59			65			141			190
Change in estimated acquisition earn-out payables		(1	)		(5	)		40			(39	)		21
Total expenses		1,866			1,989			2,288			2,697			3,111
Income before income taxes	$	527		$	624		$	763		$	876		$	1,146

The following tables set forth Brown & Brown, Inc. historical business segment financial information as reclassified for segment changes for the three months ended March 31, June 30, September 30, December 31, 2023 and for the year ended December 31, 2023 (unaudited).


	Retail
	Three months ended											Twelve months ended
(in millions)	March 31, 2023			June 30, 2023		September 30, 2023			December 31, 2023			December 31, 2023
REVENUES
Commissions and fees	$	732		$	590	$	600		$	581		$	2,503
Investment income		—			—		—			1			1
Other income, net		1			1		2			—			4
Total revenues		733			591		602			582			2,508
EXPENSES
Employee compensation and benefits		363			323		331			319			1,336
Other operating expenses		104			105		102			110			421
(Gain)/loss on disposal		—			—		(3	)		—			(3	)
Amortization		28			28		28			28			112
Depreciation		5			5		5			4			19
Interest		22			22		22			19			85
Change in estimated acquisition earn-out payables		(3	)		2		5			(3	)		1
Total expenses		519			485		490			477			1,971
Income before income taxes	$	214		$	106	$	112		$	105		$	537


	Programs
	Three months ended										Twelve months ended
(in millions)	March 31, 2023			June 30, 2023		September 30, 2023		December 31, 2023			December 31, 2023
REVENUES
Commissions and fees	$	254		$	308	$	301	$	297		$	1,160
Investment income		1			2		4		5			12
Other income, net		—			—		—		1			1
Total revenues		255			310		305		303			1,173
EXPENSES
Employee compensation and benefits		103			101		106		115			425
Other operating expenses		59			62		63		63			247
(Gain)/loss on disposal		(6	)		—		—		(135	)		(141	)
Amortization		11			11		10		10			42
Depreciation		3			3		3		4			13
Interest		10			9		8		9			36
Change in estimated acquisition earn-out payables		—			—		—		—			—
Total expenses		180			186		190		66			622
Income before income taxes	$	75		$	124	$	115	$	237		$	551


	Wholesale Brokerage
	Three months ended										Twelve months ended
(in millions)	March 31, 2023		June 30, 2023			September 30, 2023		December 31, 2023			December 31, 2023
REVENUES
Commissions and fees	$	123	$	139		$	149	$	128		$	539
Investment income		—		—			1		1			2
Other income, net		—		—			—		—			—
Total revenues		123		139			150		129			541
EXPENSES
Employee compensation and benefits		67		72			73		72			284
Other operating expenses		18		24			21		22			85
(Gain)/loss on disposal		—		—			—		—			—
Amortization		3		3			3		2			11
Depreciation		1		1			1		—			3
Interest		3		3			3		3			12
Change in estimated acquisition earn-out payables		—		(2	)		25		(3	)		20
Total expenses		92		101			126		96			415
Income before income taxes	$	31	$	38		$	24	$	33		$	126


	Other
	Three months ended												Twelve months ended
(in millions)	March 31, 2023			June 30, 2023			September 30, 2023			December 31, 2023			December 31, 2023
REVENUES
Commissions and fees	$	(1	)	$	(1	)	$	(1	)	$	—		$	(3	)
Investment income		6			8			12			11			37
Other income, net		—			—			—			1			1
Total revenues		5			7			11			12			35
EXPENSES
Employee compensation and benefits		38			34			22			48			142
Other operating expenses		(20	)		(29	)		(18	)		(36	)		(103	)
(Gain)/loss on disposal		—			—			—			1			1
Amortization		(1	)		(1	)		—			3			1
Depreciation		1			1			1			2			5
Interest		12			14			15			16			57
Change in estimated acquisition earn-out payables		1			2			—			(3	)		—
Total expenses		31			21			20			31			103
Income before income taxes	$	(26	)	$	(14	)	$	(9	)	$	(19	)	$	(68	)


	Total
	Three months ended											Twelve months ended
(in millions)	March 31, 2023			June 30, 2023		September 30, 2023			December 31, 2023			December 31, 2023
REVENUES
Commissions and fees	$	1,108		$	1,036	$	1,049		$	1,006		$	4,199
Investment income		7			10		17			18			52
Other income, net		1			1		2			2			6
Total revenues		1,116			1,047		1,068			1,026			4,257
EXPENSES
Employee compensation and benefits		571			530		532			554			2,187
Other operating expenses		161			162		168			159			650
(Gain)/loss on disposal		(6	)		—		(3	)		(134	)		(143	)
Amortization		41			41		41			43			166
Depreciation		10			10		10			10			40
Interest		47			48		48			47			190
Change in estimated acquisition earn-out payables		(2	)		2		30			(9	)		21
Total expenses		822			793		826			670			3,111
Income before income taxes	$	294		$	254	$	242		$	356		$	1,146

Document And Entity Information	Mar. 01, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000079282
Document Type	8-K
Document Period End Date	Mar. 01, 2024
Entity Registrant Name	BROWN & BROWN, INC.
Entity Incorporation, State or Country Code	FL
Securities Act File Number	001-13619
Entity Tax Identification Number	59-0864469
Entity Address, Address Line One	300 North Beach Street
Entity Address, City or Town	Daytona Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32114
City Area Code	386
Local Phone Number	252-9601
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.10 Par Value
Trading Symbol	BRO
Security Exchange Name	NYSE