BRO 10-K Annual Report Dec. 31, 2022 | Alphaminr
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BRO 10-K Fiscal year ended Dec. 31, 2022

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BROWN & BROWN, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RiItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 2. PropertiesItem 2. PrItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StocItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitatItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemenNote 1 Summary Of Significant Accounting PoliciesNote 1 Summary Of SignifNote 2 RevenuesNote 3 Business CombinationsNote 3 BusinesNote 4 GoodwillNote 5 Amortizable Intangible AssetsNote 5 AmortizableNote 6 InvestmentsNote 7 Fixed AssetsNote 8 Accrued Expenses and Other LiabilitiesNote 8 Accrued Expenses AnNote 9 Long-term DebtNote 9 LonNote 10 Income TaxesNote 11 Employee Savings PlanNote 11 EmployNote 12 Stock-based CompensationNote 12 Stock-baNote 13 Supplemental Disclosures Of Cash Flow Information and Non-cash Financing and Investing ActivitiesNote 13 Supplemental Disclosures Of Cash Flow InformNote 14 Commitments and ContingenciesNote 14 CommitmentNote 15 LeasesNote 16 Segment InformationNote 16 SegmeNote 17 Insurance Company Subsidiary OperationsNote 17 Insurance CompanyNote 18 Shareholders EquityNote 18 SharehItem 9. Changes in and Disagreements with Accountants and Financial DisclosureItem 9. Changes in and Disagreements WitItem 9A. Controls and ProceduresItem 9A. ControlsItem 9B. Other InformationItem 9B. OtherItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. DisclosurePart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OfItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholders MattersItem 12. Security Ownership Of Certain Beneficial OwnItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accounting Fees and ServicesItem 14. Principal AccounPart IVItem 15. Exhibits and Financial Statements SchedulesItem 15. Exhibits and FinanItem 16. Form 10-k SummaryItem 16. Form

Exhibits

3.1 Amended and Restated Articles of Incorporation of the Company (adopted January 18, 2023) (incorporated by reference to Exhibit 3.1 to Form 8-K filed January 19, 2023). 3.2 Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on January 19, 2023). 4.1 Description of the Registrants capital stock (incorporated by reference to Exhibit 4.1 to Form 10-K filed February 24, 2020). 4.2 Indenture, dated as of September 18, 2014, between the Registrant and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Form 8-K filed on September 18, 2014). 4.3 First Supplemental Indenture, dated as of September 18, 2014, between the Registrant and U.S. Bank National Association(incorporated by reference to Exhibit 4.2 to Form 8-K filed on September 18, 2014). 4.4 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). 4.5 Second Supplemental Indenture, dated as of March 11, 2019, between the Registrant and U.S. Bank National Association(incorporated by reference to Exhibit 4.2 to Form 8-K filed on March 12, 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). 4.7 Third Supplemental Indenture, dated as of September 24, 2020, between Brown & Brown, Inc. and U.S. Bank NationalAssociation (incorporated by reference to Exhibit 4.2 to Form 8-K filed September 24, 2020). 4.8 Form of Brown & Brown, Inc.'s 2.375% Notes due 2031 (incorporated by reference to Exhibit 4.3 to Form 8-K filed September 24, 2020). 4.9 Fourth Supplemental Indenture, dated as of March 17, 2022, between Brown & Brown, Inc. and U.S. Bank Trust Company National Association (as successor to U.S. Bank National Association) (incorporated by reference to Exhibit 4.2 to Form 8-K filed on March 17, 2022). 4.10 Form of Brown & Brown, Inc.'s 4.200% Notes due 2032 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 17, 2022). 4.11 Form of Brown & Brown, Inc.'s 4.950% Notes due 2052 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on March 17,2022). 10.1(a)* Employment Agreement, dated and effective as of July 1, 2009 between the Registrant and J. Hyatt Brown (incorporated byreference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 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 Exhibit 10.6(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). 10.4(f)* Form of Performance Stock Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 25, 2020). 10.4(g)* Form of Restricted Stock Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 25, 2020). 10.4(h)* Form of Restricted Stock Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 17, 2021). 10.4(i)* Form of Restricted Stock Unit Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 17, 2021). 10.4(j)* Form of Performance Stock Award Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 23, 2022). 10.4 (k)* Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 23, 2022). 10.5 Second Amended and Restated Credit Agreement dated October 27, 2021, among the Registrant JPMorgan Chase Bank, N.A., Bank America, N.A., Truist Bank and BMO Harris Bank N.A (incorporated by reference to Exhibit 10.5 to Form 10-K filed on February 22, 2022) 10.6 Term Loan Credit Agreement, dated December 21, 2018, by and among the Company, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., BMO Harris Bank N.A. and SunTrust Bank as co-syndication agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2019). 10.7 Majority Share Purchase Agreement, dated March 7, 2022, between the Company, Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022). 10.8 Amendment Agreement, dated July 1, 2022, to Majority Share Purchase Agreement, dated March 7, 2022, between the Company Brown & Brown UK Holdco Limited, GRP (Jersey) Topco Limited and certain other parties named therein (incorporated by referenced to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2022). 10.9 Loan Agreement, dated March 31, 2022, between the Company and the lenders named therein, BMO Harris Bank N.A., as administrative agent, Fifth Third Bank, National Association, PNC Bank, National Association, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, BMO Capital Markets Corp., BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Truist Securities, Inc., as joint bookrunners and joint lead arrangers (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022). 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.