ブラウン&ブラウンの適時開示・その他

米国証券取引委員会ワシントン D.C. 20549

FORM 8-K

現行レポート

1934年米国証券取引所法第13条または第15条(d)に基づき

報告日（最も古いイベントの報告日）：2023年9月13日

BROWN & BROWN, INC.

(チャーターで指定された登録者の正確な名前)


フロリダ	001-13619	59-0864469
(会社設立の州またはその他の管轄区域)	(Commission File Number)	(IRS EmployerIdentification Number)

300 North Beach Street
Daytona Beach, Florida		32114
(主要経営陣の住所)		(Zip Code)

登録者の電話番号（市外局番を含む）。(386) 252-9601

N/A

(旧姓または旧住所（前回の報告書から変更された場合）。)

Form8-Kの提出が、以下の条項のいずれかに基づく登録者の提出義務を同時に満たすことを意図している場合は、以下の該当するチェックボックスをチェックしてください：


☐	証券法に基づく規則425に従った書面によるコミュニケーション（17 cfr 230.425)
☐	取引所法の下でのルール14a-12（17 cfr 240.14a-12）に基づく資料の勧誘。)
☐	取引所法の規則14d-2(b)に基づく開始前のコミュニケーション（17 cfr 240.14d-2(b))
☐	証券取引法の規則13e-4(c)に基づく開始前のコミュニケーション（17 cfr 240.13e-4(c))

法第12条(b)項に基づいて登録された証券:


Title of each class	TradingSymbol(s)	登録されている各取引所の名称
普通株式、額面0.10ドル	BRO	New York Stock Exchange

登録者が1933年証券法規則405（本章230.405節）または1934年証券取引法規則12b-2（本章240.12b-2節）で定義される新興成長企業であるかどうかをチェックマークで示す。

Emerging growth company ☐

新興成長企業の場合、登録者が取引所法第13条(a)に従い提供される新規または改訂された財務会計基準に準拠するための移行期間の延長を利用しないことを選択した場合は、チェックマークで示す。☐

Item 7.01 Regulation FD Disclosure

フロリダ州法人ブラウン・アンド・ブラウン社（以下「当社」）は2023年9月14日午前8時（米国東部時間）よりインベスター・デイを開催する予定です。このプレゼンテーションで発表されるスライドは本Current Report on Form 8-Kの別紙99.1として提出され、参照により本項目7.01に組み込まれます。

イベントの音声は、イベント終了後14日間、ブラウン＆ブラウンのウェブサイト（www.bbinsurance.com）にアーカイブされます。ウェブサイトのリプレイにアクセスするには、www.bbinsurance.com、"Investor Relations"、"Calendar of Events "の順にクリックしてください。

本項目7.01で提供される情報は、1934年証券取引法改正法第18条において「提出された」とみなされるものではなく、また同条の法的義務の対象となるものでもなく、1933年証券取引法改正法に基づくいかなる提出書類においても、当該提出書類における一般的な組み込み文言の有無にかかわらず、当該提出書類において特定の参照により明示的に規定される場合を除き、当該情報が参照により組み込まれるものとみなされるものでもありません。

Item 9.01 財務諸表および添付資料

(d) Exhibits

以下の資料を添付する：


Exhibit No.		Description
99.1		ブラウン＆ブラウン社投資家デーのスライドプレゼンテーション
104		表紙インタラクティブデータファイル（インライン xbrl 形式）。

SIGNATURE

1934年証券取引法の要件に従い、登録者は本報告書に正式に権限を付与された署名者により、登録者を代表して署名させた。


			BROWN & BROWN, INC.(Registrant)

Date:	September 13, 2023	By:	/s/ Anthony M. Robinson
			Anthony M. RobinsonSecretary

EX-99.1 2 bro-ex99_1.htm EX-99.1

Investor Day September 14, 2023 BROWN & BROWN, INC.

Information Regarding Forward-Looking Statements This presentation and the statements made during our presentation may contain certain statements relating to future results which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this presentation and the statements made during our presentation are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ, possibly materially from the forward-looking statements in this document and statements made during our presentation include but are not limited to the following items: the inability to retain or hire qualified employees, as well as the loss of any of our executive officers or other key employees; acquisition-related risks that could negatively affect the success of our growth strategy, including the possibility that we may not be able to successfully identify suitable acquisition candidates, complete acquisitions, successfully integrate acquired businesses into our operations and expand into new markets; a cybersecurity attack or any other interruption in information technology and/or data security that may impact our operations or the operations of third parties that support us; risks related to our international operations, which may result in additional risks or require more management time and expense than our domestic operations to achieve or maintain profitability; the effects of inflation; the requirement for additional resources and time to adequately respond to dynamics resulting from rapid technological change; the loss of or significant change to any of our insurance company relationships, which could result in loss of capacity to write business, additional expense, loss of market share or material decrease in our commissions; the effect of natural disasters on our profit-sharing contingent commissions, insurer capacity and claims expenses from our capitalized captive insurance facilities; adverse economic conditions, natural disasters, or regulatory changes in states or countries where we have a concentration of our business; the inability to maintain our culture or a significant change in management, management philosophy or our business strategy; claims expense resulting from the limited underwriting risk associated with our participation in capitalized captive insurance facilities; risks associated with our automobile and recreational vehicle dealer services (“F&I”) businesses; risks facing us in our Services segment, including our third-party claims administration operations, that are distinct from those we face in our insurance intermediary operations; the limitations of our system of disclosure and internal controls and procedures in preventing errors or fraud, or in informing management of all material information in a timely manner; the significant control certain shareholders have over the Company; changes in data privacy and protection laws and regulations or any failure to comply with such laws and regulations; improper disclosure of confidential information; our ability to comply with non-U.S. laws, regulations and policies; the potential adverse effect of certain actual or potential claims, regulatory actions or proceedings on our businesses, results of operations, financial condition or liquidity; uncertainty in our business practices and compensation arrangements with insurance carriers due to potential changes in regulations; regulatory changes that could reduce our profitability or growth by increasing compliance costs, technology compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and third-parties; increasing scrutiny and changing expectations from investors and customers with respect to our environmental, social and governance practices; a decrease in demand for liability insurance as a result of tort reform legislation; our failure to comply with any covenants contained in our debt agreements; the possibility that covenants in our debt agreements could prevent us from engaging in certain potentially beneficial activities; changes in the U.S.-based credit markets that might adversely affect our business, results of operations and financial condition; risks associated with the current interest rate environment, and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income; changes in current U.S. or global economic conditions, including an extended slowdown in the markets in which we operate; disintermediation within the insurance industry, including increased competition from insurance companies, technology companies and the financial services industry, as well as the shift away from traditional insurance markets; conditions that result in reduced insurer capacity; quarterly and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production; intangible asset risk, including the possibility that our goodwill may become impaired in the future; future pandemics, epidemics or outbreaks of infectious diseases, and the resulting governmental and societal responses; other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (“SEC”) filings; and other factors that the Company may not have currently identified or quantified. Forward-looking statements that we make or that are made by others on our behalf are based upon a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements. All forward-looking statements made herein are made only as of the date of this presentation, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware.

Information Regarding Non-GAAP Measures This presentation contains references to "non-GAAP financial measures" as defined in SEC Regulation G, consisting of Organic Revenue, EBITDAC, EBITDAC Margin, EBITDAC - Adjusted Post FX, EBITDAC Margin - Adjusted Post FX and Diluted Net Income Per Share - Adjusted Post FX. We present these measures because we believe such information is of interest to the investment community and because we believe it provides additional meaningful methods to evaluate the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis due to the impact of certain items that have a high degree of variability that we believe are not indicative of ongoing performance and that are not easily comparable from period to period. This non-GAAP financial information should be considered in addition to, not in lieu of, the Company’s consolidated income statements and balance sheets as of the relevant date. Consistent with Regulation G, a description of such information is provided below and a reconciliation of such items to GAAP information can be found within this presentation as well as in our periodic filings with the SEC. We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our four segments, because it allows us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future. As disclosed in our most recent proxy statement, we use Organic Revenue growth as a key performance metric for our short-term and long-term incentive compensation plans for executive officers and other key employees. In addition, we believe Diluted Net Income Per Share - Adjusted Post FX provides a meaningful representation of our operating performance and improves the comparability of our results between periods by excluding the impact of the change in estimated acquisition earn-out payables, the impact of foreign currency translation and certain other non-recurring or infrequently occurring items. We also view EBITDAC, EBITDAC - Adjusted Post FX, EBITDAC Margin and EBITDAC Margin - Adjusted Post FX as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner. We believe that EBITDAC - Adjusted Post FX, EBITDAC Margin - Adjusted Post FX and Diluted Net Income Per Share - Adjusted Post FX provide a better understanding of our results over longer periods of time (e.g, 5 to 10 years). Non-GAAP Revenue Measures Organic Revenue is our core commissions and fees less: (i) the core commissions and fees earned for the first 12 months by newly acquired operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period); and (iii) Foreign Currency Translation (as defined below). The term “core commissions and fees” excludes profit-sharing contingent commissions and therefore represents the revenues earned directly from specific insurance policies sold and specific fee-based services rendered. Organic Revenue can be expressed as a dollar amount or a percentage rate when describing Organic Revenue growth. Non-GAAP Earnings Measures EBITDAC is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables. EBITDAC Margin is defined as EBITDAC divided by total revenues. EBITDAC - Adjusted Post FX is defined as EBITDAC, excluding (i) (gain)/loss on disposal, (ii) Acquisition/Integration Costs (as defined below) and (iii) Foreign Currency Translation (as defined below). EBITDAC Margin - Adjusted Post FX is defined as EBITDAC - Adjusted Post FX divided by total revenues. Diluted Net Income Per Share - Adjusted Post FX is defined as diluted net income per share, excluding the after-tax impact of (i) the change in estimated acquisition earn-out payables, (ii) (gain)/loss on disposal, (iii) Acquisition/Integration Costs (as defined below) and (iv) Foreign Currency Translation (as defined below).

Information Regarding Non-GAAP Measures - Continued Other Non-GAAP Financial Measures - We believe these non-GAAP measures, as defined below, are useful to monitor our leverage and evaluate our balance sheet. Net Debt is defined as Total Debt Outstanding less cash and cash equivalents excluding restricted cash. “Total Debt Outstanding” is defined as current portion of long-term debt plus long-term debt less unamortized discount and debt issuance costs. Total Debt Outstanding to EBITDAC is defined as Total Debt Outstanding divided by EBITDAC. Net Debt Outstanding to EBITDAC is defined as Net Debt outstanding divided by EBITDAC. Free Cash Flow is defined as net cash provided by operating activities less capital expenditures. Free Cash Flow Conversion is defined as free cash flow divided by total revenues. Definitions Related to Certain Components of Non-GAAP Measures “Acquisition/Integration Costs,” means the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our acquisitions of GRP (Jersey) Holdco Limited and its business, Orchid Underwriters Agency and CrossCover Insurance Services, and BdB Limited companies, which are not considered to be normal, recurring or part of the ongoing operations. “Foreign Currency Translation” means the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of US dollars for the same period in the prior year. “(Gain)/loss on disposal,” a caption on our consolidated statements of income which reflects net proceeds received as compared to net book value related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure. We are presenting EBITDAC - Adjusted Post FX, EBITDAC Margin - Adjusted Post FX and Diluted Net Income Per Share - Adjusted Post FX for the current and prior year periods contained within this presentation so these non-GAAP financial measures compare both periods on the same basis. Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments and, therefore comparability may be limited. This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company's condensed consolidated financial statements.

Company Overview

Be the leading global provider of insurance solutions for our customers. Our Vision

Business Highlights Long-term track record of profitable revenue growth - organic and via acquisition Experienced leadership team and strong performance-based culture Highly diversified revenue base, deep expertise and broad distribution network Operating model consistently generates industry-leading financial metrics Disciplined capital allocation strategy fueled by strong liquidity and cash flow conversion

2022 Revenue by Segment Historical Revenue & EBITDAC Margin - Adjusted Post FX Headquartered in Daytona Beach, Florida Founded in 1939 16,000+ teammates as of June 30, 2023 Doing business throughout the United States, Canada, United Kingdom, Western Europe, Bermuda and Cayman Islands Serving customers via retail, wholesale, MGA / MGU programs and services segments Specializing in property, casualty, employee benefits, personal lines and ancillary services 1 Estimated based upon public filings and data gathered from Brown family and teammates, including directors See important disclosures regarding Non-GAAP measures on pages 2-3 and Non-GAAP reconciliations on pages 63-74. Wholesale Brokerage 13% Services 5% Retail 58% Brown & Brown at a Glance 79% 21% Institutional & Retail Investors Brown & Brown Teammates1 National Programs 24% Ownership Breakdown Key Facts

Key Cultural Attributes Leaders vs. Managers Internal Ownership Think Long Term Profitable Growth Teammates vs. Employees 1 2 3 4 5

Acquisitive Strong balance sheet Entrepreneurial meritocracy Accountable & disciplined Performance-based culture Profitable growth Decentralized sales & service Significant teammate ownership Highly talented leaders & teammates What Differentiates Brown & Brown?

Core Operating Philosophies We are in the people recruiting and enhancing business. We are in the money-making business. We are in theselling and servicing business. We are in the deliveringinnovative solutions business. NO BIG MISTAKES

Business & Customer-Facing Functions Decentralized Sales & Service Model Driving operational efficiency by centralizing certain functions, while enabling sales and service decisions at the local level. Branding & Communications Finance Legal Acquisitions Internal Audit & Compliance Enterprise & Segment Functions SolutionCreation Knowledge Sharing Sales& Service Marketing Community Engagement Technology, Data & Innovation Talent Recruitment & Development Human Resources

1 Middle-market defined as businesses with between 50 and 2,500 employees Middle Market1 Large Accounts Small to Medium Enterprises & Personal Lines All offer attractive growth opportunities Customer Segments

Sustained Record of Revenue Growth Added to the S&P 500 Index in 2021 and the S&P 500 Dividend Aristocrats in 2022 Total Revenues ($) in Millions Annual revenue $2.6B Acquired Special Risk(entry into Canada) 2020 Annual Revenue$2B Acquired The Hays Group 2018 Acquired Beecher Carlson 2013 Acquired Arrowhead 2012 Annual Revenue $1B 2011 Acquired Hull & Co. 2005 Acquired Riedman Insurance Agency 2001 Acquired Wright 2014 2021 Acquired O’Leary Insurances (entry into Ireland) Annual Revenue $3.1B Annual revenue$3.6B 2022 Acquired GRP, Orchid& BDB (UK expansion, entry into Belgium & Italy)

Investments in people, technology and innovation Share repurchases and dividends Dividend Aristocrat1 - 29 years of increases Increase capabilities, enhance talent and drive growth 1 Dividend Aristocrat is an S&P measure Acquisitions Returns to Shareholders Shareholder Value Creation Internal Investments

Total Shareholder Returns1 as of August 31, 2023 Total Shareholder Returns 1 Yr. 3 Yr. 5 Yr. 10 Yr. 15 Yr. 20 Yr. BRO 18% 63% 153% 429% 771% 1,094% Peers2 18% 70% 146% 411% 748% 1,065% S&P 500 15% 33% 65% 215% 334% 489% Source: CapIQ as of 8/31/2023 and calculated on a trailing 12-month basis 1 Calculated as change in share price plus total dividends paid 2 Peer average among Arthur J. Gallagher & Co, Aon plc, Marsh & McLennan Companies and Willis Towers Watson Public Limited Company 2

RetailSegment

会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必要です。初めての方には「30日間の無料体験」実施中！会社開示情報をすべてご覧になるには株探プレミアムの登録が必