BRO 10-K Annual Report Dec. 31, 2019 | Alphaminr
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BRO 10-K Fiscal year ended Dec. 31, 2019

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BROWN & BROWN, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 6. SelectedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemenNote 1 Summary Of Significant Accounting PoliciesNote 2 RevenuesNote 3 Business CombinationsNote 4 GoodwillNote 5 Amortizable Intangible AssetsNote 6 InvestmentsNote 7 Fixed AssetsNote 8 Accrued Expenses and Other Current LiabilitiesNote 9 Long-term DebtNote 10 Income TaxesNote 11 Employee Savings PlanNote 12 Stock-based CompensationNote 13 Supplemental Disclosures Of Cash Flow Information and Non-cash Financing and Investing ActivitiesNote 14 Commitments and ContingenciesNote 15 LeasesNote 16 Quarterly Operating Results (unaudited)Note 17 Segment InformationNote 18 Insurance Company WnficNote 19 Shareholders EquityItem 9. Changes in and Disagreements with Accountants and Financial DisclosureItem 9. Changes in and Disagreements WitItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholders MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statements SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Articles of Amendment to the Articles of Incorporation (adopted February 26, 2018) (incorporated by reference to Exhibit 3.1 to Form 8-K filed March 29, 2018andArticles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003), andAmended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999). 3.2 Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016). 4.1** Description of the Registrants capital stock. 4.2 First Supplemental Indenture, dated as of September 18, 2014, between the Registrant and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Form 8-K filed on September 18, 2014). 4.3 Form of the Registrants 4.200% Notes due 2024 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on September 18, 2014). 4.4 Second Supplemental Indenture, dated as of March 11, 2019, between the Registrant and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Form 8-K filed on March 12, 2019). 4.6 Form of Registrants 4.500% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 12, 2019). 10.1(a)* Employment Agreement, dated and effective as of July1, 2009 between the Registrant and J. Hyatt Brown (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June30, 2009). 10.1(b)* Executive Employment Agreement, effective as of February 17, 2014, between the Registrant and R. Andrew Watts (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2014). 10.1(c)* Form of Employment Agreement (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2014). 10.1(d)* Employment Agreement, dated as of January 9, 2012, between the Registrant and Chris L. Walker (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2013). 10.1(e)* Employment Agreement, dated as of November 16, 2018, between the Registrant and James C. Hays (incorporated by reference to Exhibit 10.1(e) to Form 10-K for the year ended December 31, 2019). 10.2(b)* Registrants Stock Performance Plan as amended, effective January 23, 2008 (incorporated by reference to Exhibit10.6(b) to Form 10-K for the year ended December 31, 2007). 10.2(c)* Registrants Performance Stock Plan as amended, effective July 21, 2009 (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2009). 10.3(a)* Registrants 2010 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 5, 2017). 10.3(b)* Registrants 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 3, 2019). 10.4(a)* Form of Performance-Based Stock Grant Agreement under 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2010). 10.4(b)* Form of Performance-Triggered Stock Grant Agreement under 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 8, 2013). 10.4(c)* Form of Performance Stock Award Agreement under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.5(c) to Form 10-K filed on February 28, 2018). 10.4(d)* Form of Restricted Stock Award Agreement under the 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 23, 2016). 10.4(e) Form of Director Stock Grant Agreement (incorporated by reference to Exhibit 10.8(e) to Form 10-K filed for the year ended December 31, 2016). 10.5 Amended and Restated Credit Agreement dated as of June 28, 2017, among the Registrant, JPMorgan Chase Bank, N.A., Bank of America, N.A., Royal Bank of Canada and SunTrust Bank (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2017). 10.6 Settlement Agreement, dated March 1, 2017, by and among the Registrant, AssuredPartners, Inc. and certain of its employees and former employees (incorporated by reference to Exhibit 10.1 to the form 10-Q for the quarter ended March 31, 2017). 10.7* Asset Purchase Agreement, dated as of October 22, 2018, by and among Brown & Brown, Inc., BBHG, Inc., The Hays Group, Inc., The Hays Group Of Wisconsin LLC, The Hays Benefits Group, LLC, PlanIT, LLC, The Hays Benefits Group of Wisconsin, LLC, and The Hays Group of Illinois, LLC, and Claims Management of Missouri, LLC (incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2019). 10.8* Term Loan Credit Agreement, dated December 21, 2018, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., BMO Harris Bank N.A. and SunTrust Bank as co-syndication agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2019). 21** Subsidiaries of the Registrant. 23** Consent of Deloitte & Touche LLP. 24** Powers of Attorney. 31.1** Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant. 31.2** Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant. 32.1** Section 1350 Certification by the Chief Executive Officer of the Registrant. 32.2** Section 1350 Certification by the Chief Financial Officer of the Registrant.