Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2010	Jul. 27, 2010
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2010
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	Q2
Entity Registrant Name	BROWN & BROWN INC
Entity Central Index Key	0000079282
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		142,179,982

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2010	Jun. 30, 2009	Jun. 30, 2010	Jun. 30, 2009
REVENUES
Commissions and fees	$ 241,053	$ 244,595	$ 491,727	$ 508,559
Investment income	346	460	677	770
Other income, net	2,266	1,314	3,534	620
Total revenues	243,665	246,369	495,938	509,949
EXPENSES
Employee compensation and benefits	121,372	122,625	243,555	249,966
Non-cash stock-based compensation	1,780	1,695	3,735	3,511
Other operating expenses	33,622	35,620	69,955	71,484
Amortization	12,650	12,519	25,203	24,904
Depreciation	3,129	3,299	6,382	6,632
Interest	3,632	3,632	7,240	7,266
Change in estimated acquisition earn-out payable	(533)		(1,229)
Total expenses	175,652	179,390	354,841	363,763
Income before income taxes	68,013	66,979	141,097	146,186
Income taxes	26,828	26,311	55,784	57,506
Net income	$ 41,185	$ 40,668	$ 85,313	$ 88,680
Net income per share:
Basic	$ 0.29	$ 0.29	$ 0.6	$ 0.63
Diluted	$ 0.29	$ 0.29	$ 0.59	$ 0.63
Weighted average number of shares outstanding:
Basic	137,685	136,939	137,654	136,937
Diluted	139,105	137,304	138,937	137,261
Dividends declared per share	$ 0.0775	$ 0.075	$ 0.155	$ 0.15

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2010	Dec. 31, 2009
ASSETS
Cash and cash equivalents	$ 293,011	$ 197,113
Restricted cash and investments	145,848	155,257
Short-term investments	8,135	8,213
Premiums, commissions and fees receivable	233,597	209,462
Deferred income taxes		11,791
Other current assets	28,670	31,863
Total current assets	709,261	613,699
Fixed assets, net	60,074	61,467
Goodwill	1,103,998	1,074,397
Amortizable intangible assets, net	457,939	468,862
Other assets	5,540	5,801
Total assets	2,336,812	2,224,226
LIABILITIES AND SHAREHOLDERS' EQUITY
Premiums payable to insurance companies	356,355	310,296
Premium deposits and credits due customers	34,437	37,715
Accounts payable	24,704	17,431
Accrued expenses and other liabilities	82,820	96,387
Current portion of long-term debt	5,766	17,124
Total current liabilities	504,082	478,953
Long-term debt	250,000	250,209
Deferred income taxes, net	124,667	115,609
Other liabilities	18,969	9,581
Shareholders' Equity:
Common stock, par value $0.10 per share; authorized 280,000 shares; issued and outstanding 142,224 at 2010 and 142,076 at 2009	14,222	14,208
Additional paid-in capital	273,781	267,856
Retained earnings	1,151,088	1,087,805
Accumulated other comprehensive income, net of related income tax effect of $2 at 2010 and $3 at 2009	3	5
Total shareholders' equity	1,439,094	1,369,874
Total liabilities and shareholders' equity	$ 2,336,812	$ 2,224,226

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2010	Dec. 31, 2009
Common stock, par value	$ 0.1	$ 0.1
Common stock, authorized shares	280,000	280,000
Common stock, issued	142,224	142,076
Common stock, outstanding	142,224	142,076
Tax effect of accumulated other comprehensive income	$ 2	$ 3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2010	Jun. 30, 2009
Cash flows from operating activities:
Net income	$ 85,313	$ 88,680
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization	25,203	24,904
Depreciation	6,382	6,632
Non-cash stock-based compensation	3,735	3,511
Change in estimated acquisition earn-out payable	(1,229)
Deferred income taxes	20,850	22,670
Net (gain) loss on sales of investments, fixed assets and customer accounts	(844)	462
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Restricted cash and investments decrease (increase)	9,409	(15,371)
Premiums, commissions and fees receivable (increase) decrease	(23,042)	10,919
Other assets decrease	4,161	11,509
Premiums payable to insurance companies increase	45,486	39,686
Premium deposits and credits due customers (decrease)	(3,742)	(4,703)
Accounts payable increase	7,211	14,394
Accrued expenses (decrease)	(13,678)	(18,315)
Other liabilities increase	1,516	9
Net cash provided by operating activities	166,731	184,987
Cash flows from investing activities:
Additions to fixed assets	(4,964)	(6,262)
Payments for businesses acquired, net of cash acquired	(33,973)	(38,773)
Proceeds from sales of fixed assets and customer accounts	626	634
Purchases of investments	(2,638)	(4,247)
Proceeds from sales of investments	2,719	4,098
Net cash used in investing activities	(38,230)	(44,550)
Cash flows from financing activities:
Payments on long-term debt	(12,777)	(8,266)
Borrowings on revolving credit facility		7,580
Payments on revolving credit facility		(7,580)
Income tax benefit from the issuance of common stock	169
Issuances of common stock for employee stock benefit plans	2,035	501
Cash dividends paid	(22,030)	(21,235)
Net cash used in by financing activities	(32,603)	(29,000)
Net increase in cash and cash equivalents	95,898	111,437
Cash and cash equivalents at beginning of period	197,113	78,557
Cash and cash equivalents at end of period	$ 293,011	$ 189,994

Nature of Operations

6 Months Ended

Jun. 30, 2010

Nature of Operations

NOTE 1· Nature of Operations

Brown & Brown, Inc., a Florida corporation, together with its subsidiaries (collectively, "we," "Brown & Brown," or the "Company") is a diversified insurance agency, wholesale brokerage, insurance programs and services organization that markets and sells to its customers insurance products and services, primarily in the property and casualty area. Brown & Brown's business is divided into four reportable segments: the Retail Division, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, professional and individual customers; the National Programs Division, which is composed of two units — Professional Programs, which provides professional liability and related package products for certain professionals delivered through nationwide networks of independent agents, and Special Programs, which markets targeted products and services designated for specific industries, trade groups, public and quasi-public entities and market niches; the Wholesale Brokerage Division, which markets and sells excess and surplus commercial insurance and reinsurance, primarily through independent agents and brokers; and the Services Division, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers' compensation and all-lines liability arenas, as well as Medicare set-aside services.

Basis of Financial Reporting

6 Months Ended

Jun. 30, 2010

Basis of Financial Reporting

NOTE 2· Basis of Financial Reporting

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2009.

Results of operations for the three and six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

- Definition

Text block that encapsulates the detailed table comprising the condensed financial statements (balance sheet, income statement and statement of cash flows), normally using the registrant (parent) as the sole domain member. If condensed consolidating financial statements are being presented, other domain members (in addition to parent) such as guarantor subsidiaries, non-guarantor subsidiaries, and the consolidation eliminations, will be included in order that the respective monetary amounts for each of the domains will aggregate to the respective amounts on the consolidated financial statements. The line items are the various captions used to compile the condensed financial statements. Using extensions, most, if not all, of the elements representing condensed financial statement captions will be the same as those used for the consolidated financial statements captions.

+ References+ Details

Net Income Per Share

6 Months Ended

Jun. 30, 2010

Net Income Per Share

NOTE 3· Net Income Per Share

Effective in 2009, the Company adopted new Financial Accounting Standards Board ("FASB") authoritative guidance, which states that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share ("EPS") pursuant to the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Performance stock shares granted to employees under the Company's Performance Stock Plan are considered participating securities as they receive non-forfeitable dividend equivalents at the same rate as common stock. This new guidance was adopted retroactively for the quarter ended March 31, 2009, resulting in no change in either basic or diluted EPS for periods presented.

Basic EPS is computed based on the weighted average number of common shares (including participating securities) issued and outstanding during the period. Diluted EPS is computed based on the weighted average of common shares issued and outstanding, plus equivalent shares assuming the exercise of stock options. The dilutive effect of stock options is computed by application of the treasury stock method. For the three and six months ended June 30, 2010, the impact of outstanding options to purchase shares of common stock of 12,000 and 1,457,000 shares, respectively, were antidilutive and were excluded from the calculation of diluted net income per share. The following is a reconciliation between basic and diluted weighted average shares outstanding for the three and six months ended June 30, 2010 and 2009:


	For the three months ended June 30,						For the six months ended June 30,
(in thousands, except per share data)	2010			2009			2010			2009

Net income	$	41,185		$	40,668		$	85,313		$	88,680

Net income attributable to unvested awarded performance stock		(1,295	)		(1,317	)		(2,688	)		(2,884	)


Net income attributable to common shares	$	39,890		$	39,351		$	82,625		$	85,796

Weighted average basic number of common shares outstanding		142,154			141,523			142,133			141,540

Less unvested awarded performance stock included in weighted average basic share outstanding		(4,469	)		(4,584	)		(4,479	)		(4,603	)


Weighted average number of common shares outstanding for basic earnings per common share		137,685			136,939			137,654			136,937

Dilutive effect of stock options		1,420			365			1,283			324


Weighted average number of shares outstanding		139,105			137,304			138,937			137,261

Net income per share:
Basic	$	0.29		$	0.29		$	0.60		$	0.63

Diluted	$	0.29		$	0.29		$	0.59		$	0.63

New Accounting Pronouncements

6 Months Ended

Jun. 30, 2010

New Accounting Pronouncements

NOTE 4· New Accounting Pronouncements

Subsequent Events — In May 2009, the FASB issued authoritative guidance establishing general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. This guidance, which was incorporated into ASC Topic 855 — Subsequent Events, was effective on a prospective basis for interim or annual periods ending after June 15, 2009, and was adopted on June 1, 2009.

Subsequent events have been evaluated through the date and time the unaudited condensed consolidated financial statements were issued. No material subsequent events have occurred since June 30, 2010 that required recognition or disclosure in our unaudited condensed consolidated financial statements.

International Accounting Standards — International Financial Reporting Standards ("IFRS") are a set of standards and interpretations adopted by the International Accounting Standards Board. The SEC is currently considering a potential IFRS adoption process in the United States, which could, in the near term, provide domestic issuers with an alternative accounting method and which could ultimately replace U.S. GAAP reporting requirements with IFRS reporting requirements. We are currently investigating the implications should we be required to adopt IFRS in the future.

Business Combinations

6 Months Ended

Jun. 30, 2010

Business Combinations

NOTE 5· Business Combinations

Acquisitions in 2010

For the six months ended June 30, 2010, Brown & Brown acquired the assets and assumed certain liabilities of ten insurance intermediaries and several books of business (customer accounts). The aggregate purchase price of these acquisitions was $43,749,000, including $33,262,000 of net cash payments, the issuance of notes payable of $175,000, the assumption of $1,211,000 of liabilities, and $9,101,000 of recorded earn-out payables. All of these acquisitions were acquired primarily to expand Brown & Brown's core businesses and to attract and hire high-quality individuals. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one- to three-year period, within a minimum and maximum price range. The recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the consolidated statement of income when incurred.

The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business's future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared with the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made.

All of these acquisitions have been accounted for as business combinations and are as follows:


(in thousands)
Name	Business Segment	2010 Date of Acquisition	Net Cash Paid		Note Payable		Recorded Earn-out Payable		Recorded Purchase Price		Maximum Potential Earn-out Payable
DiMartino Associates, Inc.	Retail	March 1	$	7,047	$	—	$	3,402	$	10,449	$	5,637
Stone Insurance Agencies, et al.	Retail	May 1		15,826		—		124		15,950		3,000
Other	Various	Various		10,389		175		5,575		16,139		10,429

Total			$	33,262	$	175	$	9,101	$	42,538	$	19,066

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:


(in thousands)	DiMartino		Stone			Other			Total
Fiduciary cash	$	—	$	—		$	—		$	—
Other current assets		137		516			439			1,092
Fixed assets		21		70			98			189
Goodwill		6,890		11,128			9,838			27,856
Purchased customer accounts		3,380		5,172			5,895			14,447
Noncompete agreements		21		74			70			165
Other assets		—		—			—			—

Total assets acquired		10,449		16,960			16,340			43,749

Other current liabilities		—		(1,011	)		(200	)		(1,211	)


Total liabilities assumed		—		(1,011	)		(200	)		(1,211	)

Net assets acquired	$	10,449	$	15,949		$	16,140		$	42,538

The weighted average useful lives for the above acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; and noncompete agreements, 5.0 years.

Goodwill of $27,856,000, of which $18,806,000 is expected to be deductible for income tax purposes, was assigned to the Retail and Services Divisions in the amounts of $22,458,000 and $5,398,000, respectively.

The results of operations for the acquisitions completed during 2010 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from the acquisitions completed through June 30, 2010 included in the Condensed Consolidated Statement of Income for the three months ended June 30, 2010 were $4,561,000 and $539,000, respectively. The total revenues and income before income taxes from the acquisitions completed through June 30, 2010 included in the Condensed Consolidated Statement of Income for the six months ended June 30, 2010 were $6,348,000 and $911,000, respectively. If the acquisitions had occurred as of the beginning of the period, the Company's results of operations would be as shown in the following table. 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)	For the three months ended June 30,				For the six months ended June 30,
(in thousands, except per share data)	2010		2009		2010		2009
Total revenues	$	244,250	$	251,915	$	500,743	$	520,953
Income before income taxes		68,203		68,741		142,671		149,698
Net income		41,300		41,738		86,265		90,811

Net income per share:
Basic	$	0.29	$	0.29	$	0.61	$	0.64
Diluted	$	0.29	$	0.29	$	0.60	$	0.64

Weighted average number of shares outstanding:
Basic		137,685		136,939		137,654		136,937
Diluted		139,105		137,304		138,937		137,261

Acquisitions in 2009

For the six months ended June 30, 2009, Brown & Brown acquired the assets and assumed certain liabilities of six insurance intermediaries and a book of business (customer accounts). The aggregate purchase price of these acquisitions was $41,415,000, including $36,285,000 of net cash payments, the assumption of $1,323,000 of liabilities and $3,807,000 of recorded earn-out payables. All of these acquisitions were acquired primarily to expand Brown & Brown's core businesses and to attract and hire high-quality individuals. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one- to three-year period within a minimum and maximum price range. The recorded purchase prices for all acquisitions consummated after January 1, 2009 includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the consolidated statements of income when incurred.

All of these acquisitions have been accounted for as business combinations and are as follows:


(in thousands)
Name	Business Segment	2009 Date of Acquisition	Net Cash Paid		Note Payable		Recorded Earn-out Payable		Recorded Purchase Price		Maximum Potential Earn-out Payable
Conner Strong Companies — Small Business Unit	Retail	January 2	$	23,621	$	—	$	—	$	23,621	$	—
Other	Various	Various		12,664		—		3,807		16,471		8,666

Total			$	36,285	$	—	$	3,807	$	40,092	$	8,666

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:


(in thousands)	Conner Strong			Other			Total
Fiduciary cash	$	—		$	—		$	—
Other current assets		556			1,310			1,866
Fixed assets		52			96			148
Goodwill		14,062			8,062			22,124
Purchased customer accounts		9,100			8,114			17,214
Noncompete agreements		—			65			65
Other assets		—			(2	)		(2	)

Total assets acquired		23,770			17,645			41,415

Other current liabilities		(149	)		(1,174	)		(1,323	)

Total liabilities assumed		(149	)		(1,174	)		(1,323	)

Net assets acquired	$	23,621		$	16,471		$	40,092

The weighted average useful lives for the above acquired amortizable intangible assets are as follows: purchased customer accounts, 14.9 years; and noncompete agreements, 5.0 years.

Goodwill of $22,124,000, of which $19,702,000 is expected to be deductible for income tax purposes, was assigned to the Retail, National Programs and Wholesale Brokerage Divisions in the amounts of $18,112,000, $3,919,000 and $93,000, respectively.

The results of operations for the acquisitions completed during 2009 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from acquisitions completed through June 30, 2009 included in the Condensed Consolidated Statement of Income for the three months ended June 30, 2009 were $3,359,000 and ($67,000), respectively. The total revenues and income before income taxes from acquisitions completed through June 30, 2009 included in the Condensed Consolidated Statement of Income for the six months ended June 30, 2009 were $6,364,000 and $759,000, respectively. If the acquisitions had occurred as of the beginning of each period, the Company's results of operations would be as shown in the following table. 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)	For the three months ended June 30,				For the six months ended June 30,
(in thousands, except per share data)	2009		2008		2009		2008

Total revenues	$	246,723	$	245,956	$	512,685	$	507,766
Income before income taxes		67,097		68,046		147,139		154,348
Net income		40,740		41,279		89,258		94,090

Net income per share:
Basic	$	0.29	$	0.29	$	0.63	$	0.67
Diluted	$	0.29	$	0.29	$	0.63	$	0.67

Weighted average number of shares outstanding:
Basic		136,939		136,041		136,937		136,030
Diluted		137,304		136,584		137,261		136,646

For acquisitions consummated prior to January 1, 2009, additional consideration paid to sellers as a result of purchase price "earn-out" provisions are recorded as adjustments to intangible assets when the contingencies are settled. The net additional consideration paid by the Company in 2010 as a result of these adjustments totaled $1,745,000, all of which was allocated to goodwill. Of the $1,745,000 net additional consideration paid, $710,000 was paid in cash and $1,035,000 was issued in notes payable. The net additional consideration paid by the Company in 2009 as a result of these adjustments totaled $5,280,000, of which $5,224,000 was allocated to goodwill, $31,000 to noncompete agreements and $25,000 to purchased customer accounts. Of the $5,280,000 net additional consideration paid, $2,488,000 was paid in cash and $2,792,000 was issued in notes payable.

As of June 30, 2010, the maximum future contingency payments related to all acquisitions totaled $126,384,000, of which $90,673,000 relates to acquisitions consummated prior to January 1, 2009 and $35,711,000 relates to acquisitions consummated subsequent to January 1, 2009.

For acquisitions consummated after January 1, 2009, $16,327,000 was initially recorded as the estimated earn-out payable. As of June 30, 2010, the fair value of the estimated earn-out payable was re-evaluated and reduced by $1,556,000, which resulted in a credit to the Condensed Consolidated Statement of Income. Additionally, the interest expense accretion to the Condensed Consolidated Statement of Income for the three months ended June 30, 2010 and 2009 was $187,000 and $43,000, respectively. The interest expense accretion to the Condensed Consolidated Statement of Income for the six months ended June 30, 2010 and 2009 was $327,000 and $43,000, respectively. As of June 30, 2010, the estimated earn-out payable was $15,141,000, of which $2,170,000 is recorded as current liabilities and $12,971,000 is recorded as non-current liabilities.

Goodwill

6 Months Ended

Jun. 30, 2010

Goodwill

NOTE 6· Goodwill

Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. Brown & Brown completed its most recent annual assessment as of November 30, 2009 and identified no impairment as a result of the evaluation.

The changes in goodwill for the six months ended June 30, 2010 are as follows:


(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Total
Balance as of January 1, 2010	$	656,108	$	152,601	$	256,418	$	9,270	$	1,074,397
Goodwill of acquired businesses		24,203		—		—		5,398		29,601
Goodwill disposed of relating to sales of businesses		—		—		—		—		—

Balance as of June 30, 2010	$	680,311	$	152,601	$	256,418	$	14,668	$	1,103,998

Amortizable Intangible Assets

6 Months Ended

Jun. 30, 2010

Amortizable Intangible Assets

NOTE 7· Amortizable Intangible Assets

Amortizable intangible assets at June 30, 2010 and December 31, 2009 consisted of the following:


	June 30, 2010								December 31, 2009
(in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Life (years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Life (years)
Purchased customer accounts	$	761,731	$	(305,209	)	$	456,522	14.9	$	747,717	$	(280,473	)	$	467,244	14.9
Noncompete agreements		24,886		(23,469	)		1,417	7.3		24,721		(23,103	)		1,618	7.3

Total	$	786,617	$	(328,678	)	$	457,939		$	772,438	$	(303,576	)	$	468,862

Amortization expense for other amortizable intangible assets for the years ending December 31, 2010, 2011, 2012, 2013 and 2014 is estimated to be $50,423,000, $49,174,000, $48,532,000, $47,632,000, and $46,446,000, respectively.

Long-Term Debt

6 Months Ended

Jun. 30, 2010

Long-Term Debt

NOTE 8· Long-Term Debt

Long-term debt at June 30, 2010 and December 31, 2009 consisted of the following:


(in thousands)	2010			2009
Unsecured senior notes	$	250,000		$	250,000
Acquisition notes payable		5,744			17,289
Revolving credit facility		—			—
Other notes payable		22			44

Total debt		255,766			267,333
Less current portion		(5,766	)		(17,124	)

Long-term debt	$	250,000		$	250,209

In July 2004, the Company completed a private placement of $200.0 million of unsecured senior notes (the "Notes"). The $200.0 million is divided into two series: (1) Series A, which closed on September 15, 2004, for $100.0 million due in 2011 and bearing interest at 5.57% per year; and (2) Series B, which closed on July 15, 2004, for $100.0 million due in 2014 and bearing interest at 6.08% per year. Brown & Brown has used the proceeds from the Notes for general corporate purposes, including acquisitions and repayment of existing debt. As of June 30, 2010 and December 31, 2009, there was an outstanding balance of $200.0 million on the Notes.

On December 22, 2006, the Company entered into a Master Shelf and Note Purchase Agreement (the "Master Agreement") with a national insurance company (the "Purchaser"). The Purchaser also purchased Notes issued by the Company in 2004. The Master Agreement provides for a $200.0 million private uncommitted "shelf" facility for the issuance of senior unsecured notes over a three-year period, with interest rates that may be fixed or floating and with such maturity dates, not to exceed ten years, as the parties may determine. The Master Agreement includes various covenants, limitations and events of default similar to the Notes issued in 2004. The initial issuance of notes under the Master Agreement occurred on December 22, 2006, through the issuance of $25.0 million in Series C Senior Notes due December 22, 2016, with a fixed interest rate of 5.66% per year. On February 1, 2008, $25.0 million in Series D Senior Notes due January 15, 2015, with a fixed interest rate of 5.37% per year, were issued. As of June 30, 2010 and December 31, 2009, there was an outstanding balance of $50.0 million under the Master Agreement.

On June 12, 2008, the Company entered into an Amended and Restated Revolving Loan Agreement (the "Loan Agreement") with a national banking institution that was dated as of June 3, 2008, amending and restating the existing Revolving Loan Agreement dated September 29, 2003, as amended (the "Revolving Agreement"), in order to increase the lending commitment to $50.0 million (subject to potential increases up to $100.0 million) and to extend the maturity date from December 20, 2011 to June 3, 2013. The Revolving Agreement initially provided for a revolving credit facility in the maximum principal amount of $75.0 million. After a series of amendments that provided covenant exceptions for the Notes issued or to be issued under the Master Agreement and relaxed or deleted certain other covenants, the maximum principal amount was reduced to $20.0 million. The calculation of interest and fees is generally based on the Company's quarterly ratio of funded debt to earnings before interest, taxes, depreciation, amortization, and non-cash stock-based compensation. Interest is charged at a rate equal to 0.50% to 1.00% above the London Interbank Offering Rate ("LIBOR") or 1.00% below the base rate, each as more fully defined in the Loan Agreement. Fees include an upfront fee, an availability fee of 0.10% to 0.20%, and a letter of credit usage fee of 0.50% to 1.00%. The Loan Agreement contains various covenants, limitations, and events of default customary for similar facilities for similar borrowers. The 90-day LIBOR was 0.53% and 0.25% as of June 30, 2010 and December 31, 2009, respectively. There were no borrowings against this facility at June 30, 2010 or December 31, 2009.

All three of these credit agreements require Brown & Brown to maintain certain financial ratios and comply with certain other covenants. Brown & Brown was in compliance with all such covenants as of June 30, 2010 and December 31, 2009.

Acquisition notes payable represent debt incurred to sellers of certain insurance operations that the Company acquired. These notes and future contingent payments are payable in monthly, quarterly and annual installments through April 2011, including interest in the range from 0.0% to 6.0%.

Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities

6 Months Ended

Jun. 30, 2010

Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities

NOTE 9· Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities


	For the six months ended June 30,
(in thousands)	2010		2009
Cash paid during the period for:
Interest	$	7,221	$	7,323
Income taxes	$	31,425	$	24,226

Brown & Brown's significant non-cash investing and financing activities are summarized as follows:


	For the six months ended June 30,
(in thousands)	2010			2009
Unrealized holding loss on available-for-sale securities, net of tax benefit of $1 for 2010 and $7 for 2009	$	(2	)	$	(13	)
Notes payable issued or assumed for purchased customer accounts	$	10,311		$	6,599
Estimated acquisition earn-out payable and related changes	$	9,101		$	3,807
Notes receivable on the sale of fixed assets and customer accounts	$	707		$	(981	)

Comprehensive Income

6 Months Ended

Jun. 30, 2010

Comprehensive Income

NOTE 10· Comprehensive Income

The components of comprehensive income, net of related income tax effects, are as follows:


	For the three months ended June 30,					For the six months ended June 30,
(in thousands)	2010			2009		2010			2009
Net income	$	41,185		$	40,668	$	85,313		$	88,680
Net unrealized holding (gain) loss on available-for-sale securities		(2	)		1		(2	)		(13	)

Comprehensive income	$	41,183		$	40,669	$	85,311		$	88,667

- Definition

This label may include the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains and losses on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains and losses on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains and losses on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain or loss and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References+ Details

Legal and Regulatory Proceedings

6 Months Ended

Jun. 30, 2010

Legal and Regulatory Proceedings

NOTE 11· Legal and Regulatory Proceedings

Legal Proceedings

The Company is involved in numerous pending or threatened proceedings by or against Brown & Brown, Inc. or one or more of its subsidiaries that arise in the ordinary course of business. The damages that may be claimed against the Company in these various proceedings are in some cases substantial, including in many instances claims for punitive or extraordinary damages. Some of these claims and lawsuits have been resolved, others are in the process of being resolved and others are still in the investigation or discovery phase. The Company will continue to respond appropriately to these claims and lawsuits and to vigorously protect its interests.

Although the ultimate outcome of such matters cannot be ascertained and liabilities in indeterminate amounts may be imposed on Brown & Brown, Inc. or its subsidiaries, on the basis of present information, availability of insurance and legal advice, it is the opinion of management that the disposition or ultimate determination of such claims will not have a material adverse effect on the Company's consolidated financial position. However, as (i) one or more of the Company's insurance companies could take the position that portions of these claims are not covered by the Company's insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded, and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters.

Governmental Investigations Regarding Compensation Practices

As disclosed in prior years, offices of the Company are parties to profit-sharing contingent commission agreements with certain insurance companies, including agreements providing for potential payment of revenue-sharing commissions by insurance companies based primarily on the overall profitability of the aggregate business written with those insurance companies and/or additional factors such as retention ratios and the overall volume of business that an office or offices place with those insurance companies. Additionally, to a lesser extent, some offices of the Company are parties to override commission agreements with certain insurance companies, which provide for commission rates in excess of standard commission rates to be applied to specific lines of business, such as group health business, and which are based primarily on the overall volume of business that such office or offices placed with those insurance companies. The Company has not chosen to discontinue receiving profit-sharing contingent commissions or override commissions.

Governmental agencies such as departments of insurance and offices of attorneys general, in a number of states have looked or are looking into issues related to compensation practices in the insurance industry, and the Company continues to respond to written and oral requests for information and/or subpoenas seeking information related to this topic. The Company is currently in litigation commenced by the Company against the State Attorney General's Office in Connecticut in an effort to protect the confidentiality of information sought by, or produced in response to, a subpoena. In addition, agencies in Arizona, Virginia, Washington and Florida have concluded their respective investigations of subsidiaries of Brown & Brown, Inc. based in those states.

The Company cannot currently predict the impact or resolution of the various governmental inquiries or related matters and thus cannot reasonably estimate a range of possible loss, which could be material, or whether the resolution of these matters may harm the Company's business and/or lead to a decrease in or elimination of profit-sharing contingent commissions and override commissions, which could have a material adverse impact on the Company's consolidated financial condition.

For a more complete discussion of the foregoing matters, please see Item 3 of Part I of our Annual Report on Form 10-K filed with the SEC for our fiscal year ended December 31, 2009 and Note 13 to the Consolidated Financial Statements contained in Item 8 of Part II thereof.

Segment Information

6 Months Ended

Jun. 30, 2010

Segment Information

NOTE 12· Segment Information

Brown & Brown's business is divided into four reportable segments: the Retail Division, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and professional and individual customers; the National Programs Division, which is comprised of two units - Professional Programs, which provides professional liability and related package products for certain professionals delivered through nationwide networks of independent agents, and Special Programs, which markets targeted products and services designed for specific industries, trade groups, public and quasi-public entities, and market niches; the Wholesale Brokerage Division, which markets and sells excess and surplus commercial and personal lines insurance, and reinsurance, primarily through independent agents and brokers; and the Services Division, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers' compensation and all-lines liability arenas, as well as Medicare set-aside services.

Brown & Brown conducts all of its operations within the United States of America, except for one wholesale brokerage operation based in London, England that commenced business in March 2008. This operation earned $3.3 million and $2.1 million of total revenues for the three months ended June 30, 2010 and 2009, respectively. This operation earned $5.9 million and $3.1 million of total revenues for the six months ended June 30, 2010 and 2009, respectively. Additionally, this operation earned $6.6 million of total revenues for the year ended December 31, 2009.

Summarized financial information concerning Brown & Brown's reportable segments for the six months ended June 30, 2010 and 2009 is shown in the following table. The "Other" column includes any income and expenses not allocated to reportable segments and corporate-related items, including the inter-company interest expense charge to the reporting segment.


	For the six months ended June 30, 2010
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	296,431	$	93,303	$	84,973	$	18,791	$	2,440		$	495,938
Investment income	$	117	$	1	$	11	$	9	$	539		$	677
Amortization	$	15,158	$	4,608	$	5,111	$	307	$	19		$	25,203
Depreciation	$	2,734	$	1,509	$	1,391	$	146	$	602		$	6,382
Interest	$	13,687	$	1,832	$	5,678	$	432	$	(14,389	)	$	7,240
Income before income taxes	$	69,937	$	36,840	$	15,672	$	3,423	$	15,225		$	141,097
Total assets	$	1,835,552	$	638,560	$	681,610	$	56,924	$	(875,834	)	$	2,336,812
Capital expenditures	$	1,750	$	1,532	$	954	$	211	$	517		$	4,964


	For the six months ended June 30, 2009
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	307,163	$	101,313	$	83,441	$	16,355	$	1,677		$	509,949
Investment income	$	152	$	2	$	47	$	12	$	557		$	770
Amortization	$	14,975	$	4,562	$	5,117	$	231	$	19		$	24,904
Depreciation	$	3,061	$	1,324	$	1,436	$	188	$	623		$	6,632
Interest	$	16,511	$	2,861	$	7,449	$	359	$	(19,914	)	$	7,266
Income before income taxes	$	69,893	$	41,678	$	11,568	$	3,625	$	19,422		$	146,186
Total assets	$	1,739,230	$	644,934	$	654,210	$	45,582	$	(853,744	)	$	2,230,212
Capital expenditures	$	2,101	$	2,193	$	1,884	$	87	$	(3	)	$	6,262