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Business Combinations (Tables) | 3 Months Ended
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Mar. 31, 2023
Business Combinations [Abstract] |
Estimated Fair Values of Aggregate Assets and Liabilities Acquired | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired through the three months ended March 31, 2023 as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.
|  | Three months ended March 31, 2023 |
(in millions) |  | Other (1) |  |  | Total |
Cash paid |  | $ | 44.7 |  |  | $ | 44.7 |
Other payable |  |  | 0.2 |  |  |  | 0.2 |
Recorded earn-out payable |  |  | 19.6 |  |  |  | 19.6 |
Total consideration |  |  | 64.5 |  |  |  | 64.5 |
Maximum potential earn-out payable |  |  | 21.1 |  |  |  | 21.1 |
Allocation of purchase price: |  |  |  |  |  |
Cash and equivalents |  |  | 3.3 |  |  |  | 3.3 |
Fiduciary cash |  |  | 3.8 |  |  |  | 3.8 |
Fiduciary receivables |  |  | 3.3 |  |  |  | 3.3 |
Other current assets |  |  | 2.6 |  |  |  | 2.6 |
Fixed assets |  |  | 0.2 |  |  |  | 0.2 |
Goodwill |  |  | 23.0 |  |  |  | 23.0 |
Purchased customer accounts and other |  |  | 16.6 |  |  |  | 16.6 |
Other assets |  |  | 0.2 |  |  |  | 0.2 |
Total assets acquired |  |  | 53.0 |  |  |  | 53.0 |
Fiduciary liabilities |  |  | (7.1 | ) |  |  | (7.1 | )
Other current liabilities |  |  | (3.8 | ) |  |  | (3.8 | )
Deferred income tax, net (2) |  |  | 23.9 |  |  |  | 23.9 |
Other long-term liabilities |  |  | (1.5 | ) |  |  | (1.5 | )
Total liabilities assumed |  |  | 11.5 |  |  |  | 11.5 |
Net assets acquired |  | $ | 64.5 |  |  | $ | 64.5 |
(1) The other column represents current year acquisitions with total net assets acquired of less than $50.0 million and adjustments from prior year acquisitions that were made within the permitted measurement period. (2) The Company has revised the provisional amounts in the measurement period for items for which the accounting was incomplete. Additional time was needed to obtain the information necessary, present at the date of the acquisition, to recognize and measure all the items exchanged related to the acquisition of Orchid Underwriters Agency and CrossCover Insurance Services.
Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables | The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the three months ended March 31, 2023 and 2022, were as follows:
|  | Three months ended March 31, |
(in millions) |  | 2023 |  |  | 2022 |
Balance as of the beginning of the period |  | $ | 251.6 |  |  | $ | 291.0 |
Additions to estimated acquisition earn-out payables |  |  | 19.6 |  |  |  | 10.8 |
Payments for estimated acquisition earn-out payables |  |  | (16.1 | ) |  |  | (46.9 | )
Subtotal |  |  | 255.1 |  |  |  | 254.9 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables |  |  | (4.2 | ) |  |  | (4.8 | )
Interest expense accretion |  |  | 1.9 |  |  |  | 1.4 |
Net change in earnings from estimated acquisition earn-out payables |  |  | (2.3 | ) |  |  | (3.4 | )
Foreign currency translation adjustments during the year |  |  | 1.4 |  |  |  | (0.6 | )
Balance as of March 31, |  | $ | 254.2 |  |  | $ | 250.9 |
Unaudited Proforma 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) |  | Three months ended March 31, |
(in millions, except per share data) |  | 2023 |  |  | 2022 |
Total revenues |  | $ | 1,116.3 |  |  | $ | 907.7 |
Income before income taxes |  | $ | 294.3 |  |  | $ | 265.8 |
Net income |  | $ | 235.6 |  |  | $ | 221.0 |
Net income per share: |  |  |  |  |  |
Basic |  | $ | 0.83 |  |  | $ | 0.78 |
Diluted |  | $ | 0.83 |  |  | $ | 0.78 |
Weighted average number of shares outstanding: |  |  |  |  |  |
Basic |  |  | 278.6 |  |  |  | 277.1 |
Diluted |  |  | 279.4 |  |  |  | 278.6 |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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