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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 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 nine months ended September 30, 2023 as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.
|  | Nine months ended September 30, 2023 |
(in millions) |  | Other (1) |  |  | Total |
Cash paid |  | $ | 176.8 |  |  | $ | 176.8 |
Common stock Issued |  |  | — |  |  |  | — |
Other payable |  |  | 4.9 |  |  |  | 4.9 |
Recorded earn-out payable |  |  | 51.3 |  |  |  | 51.3 |
Total consideration |  |  | 233.0 |  |  |  | 233.0 |
Maximum potential earn-out payable |  |  | 98.9 |  |  |  | 98.9 |
Allocation of purchase price: |  |  |  |  |  |
Cash and equivalents |  |  | 4.5 |  |  |  | 4.5 |
Fiduciary cash |  |  | 9.1 |  |  |  | 9.1 |
Fiduciary receivables |  |  | 19.3 |  |  |  | 19.3 |
Other current assets |  |  | 14.9 |  |  |  | 14.9 |
Fixed assets |  |  | 0.1 |  |  |  | 0.1 |
Goodwill |  |  | 154.2 |  |  |  | 154.2 |
Purchased customer accounts and other |  |  | 55.3 |  |  |  | 55.3 |
Non-compete agreements |  |  | 0.3 |  |  |  | 0.3 |
Operating lease right-of-use assets |  |  | — |  |  |  | — |
Deferred income tax, net (2) |  |  | 13.6 |  |  |  | 13.6 |
Other assets |  |  | 0.1 |  |  |  | 0.1 |
Total assets acquired |  |  | 271.4 |  |  |  | 271.4 |
Fiduciary liabilities |  |  | (28.3 | ) |  |  | (28.3 | )
Other current liabilities |  |  | (6.5 | ) |  |  | (6.5 | )
Deferred income tax, net (2) |  |  |  |  |  |
Operating lease liabilities |  |  | — |  |  |  | — |
Other long-term liabilities |  |  | (3.6 | ) |  |  | (3.6 | )
Total liabilities assumed |  |  | (38.4 | ) |  |  | (38.4 | )
Net assets acquired |  | $ | 233.0 |  |  | $ | 233.0 |
(1) The other column represents a summarization of current year acquisitions with total consideration of less than $50.0 million per acquisition 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 all the items exchanged related to the acquisitions of Orchid Underwriters Agency, CrossCover Insurance Services and GRP (Jersey) Holdco Limited and its businesses ("GRP").
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 September 30, |  |  | Nine months ended September 30, |
(in millions, except per share data) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Total revenues |  | $ | 1,068.5 |  |  | $ | 941.0 |  |  | $ | 3,248.5 |  |  | $ | 2,713.4 |
Income before income taxes |  | $ | 242.6 |  |  | $ | 221.5 |  |  | $ | 796.3 |  |  | $ | 693.0 |
Net income |  | $ | 176.1 |  |  | $ | 163.7 |  |  | $ | 605.9 |  |  | $ | 535.2 |
Net income per share: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.62 |  |  | $ | 0.58 |  |  | $ | 2.14 |  |  | $ | 1.89 |
Diluted |  | $ | 0.62 |  |  | $ | 0.58 |  |  | $ | 2.13 |  |  | $ | 1.89 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 279.9 |  |  |  | 277.8 |  |  |  | 279.3 |  |  |  | 277.3 |
Diluted |  |  | 281.3 |  |  |  | 278.7 |  |  |  | 280.4 |  |  |  | 278.5 |
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 and nine months ended September 30, 2023 and 2022, were as follows:
|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in millions) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Balance as of the beginning of the period |  | $ | 231.5 |  |  | $ | 232.9 |  |  | $ | 251.7 |  |  | $ | 291.0 |
Additions to estimated acquisition earn-out payables |  |  | 11.1 |  |  |  | 25.2 |  |  |  | 51.3 |  |  |  | 42.1 |
Assumed acquisition earn-out payables |  |  | — |  |  |  | 34.8 |  |  |  | — |  |  |  | 34.8 |
Payments for estimated acquisition earn-out payables |  |  | (11.0 | ) |  |  | (10.6 | ) |  |  | (74.5 | ) |  |  | (77.1 | )
Subtotal |  |  | 231.6 |  |  |  | 282.3 |  |  |  | 228.5 |  |  |  | 290.8 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables |  |  | 27.8 |  |  |  | (28.5 | ) |  |  | 23.5 |  |  |  | (38.1 | )
Interest expense accretion |  |  | 2.1 |  |  |  | 1.9 |  |  |  | 5.9 |  |  |  | 5.0 |
Net change in earnings from estimated acquisition earn-out payables |  |  | 29.9 |  |  |  | (26.6 | ) |  |  | 29.4 |  |  |  | (33.1 | )
Foreign currency translation adjustments during the year |  |  | (3.3 | ) |  |  | (5.8 | ) |  |  | 0.3 |  |  |  | (7.8 | )
Balance as of September 30, |  | $ | 258.2 |  |  | $ | 249.9 |  |  | $ | 258.2 |  |  | $ | 249.9 |

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