Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2011	May 05, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q1
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		142,938,879

Condensed Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
REVENUES
Commissions and fees	$ 261,452	$ 250,674
Investment income	224	331
Other income, net	552	1,268
Total revenues	262,228	252,273
EXPENSES
Employee compensation and benefits	126,557	122,183
Non-cash stock-based compensation	2,773	1,955
Other operating expenses	36,076	36,333
Amortization	13,509	12,553
Depreciation	3,135	3,253
Interest	3,607	3,608
Change in estimated acquisition earn-out payables	(99)	(696)
Total expenses	185,558	179,189
Income before income taxes	76,670	73,084
Income taxes	30,377	28,956
Net income	$ 46,293	$ 44,128
Net income per share:
Basic	$ 0.32	$ 0.31
Diluted	$ 0.32	$ 0.31
Weighted average number of shares outstanding:
Basic	138,351	137,623
Diluted	140,648	137,791
Dividends declared per share	$ 0.08	$ 0.0775

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 265,682	$ 272,984
Restricted cash and investments	115,635	123,594
Short-term investments	7,481	7,678
Premiums, commissions and fees receivable	232,688	214,446
Deferred income taxes	8,235	20,076
Other current assets	25,242	14,031
Total current assets	654,963	652,809
Fixed assets, net	59,574	59,713
Goodwill	1,225,357	1,194,827
Amortizable intangible assets, net	485,530	481,900
Other assets	18,572	11,565
Total assets	2,443,996	2,400,814
LIABILITIES AND SHAREHOLDERS' EQUITY
Premiums payable to insurance companies	330,745	311,346
Premium deposits and credits due customers	31,555	28,509
Accounts payable	31,627	33,693
Accrued expenses and other liabilities	64,709	94,947
Current portion of long-term debt	1,212	1,662
Total current liabilities	459,848	470,157
Long-term debt	250,067	250,067
Deferred income taxes, net	153,160	146,482
Other liabilities	36,509	27,764
Shareholders' Equity:
Common stock, par value $0.10 per share; authorized 280,000 shares; issued and outstanding 142,548 at 2011 and 142,795 at 2010	14,255	14,279
Additional paid-in capital	290,197	286,997
Retained earnings	1,239,954	1,205,061
Accumulated other comprehensive income, net of related income tax effect of $4 at 2011 and $4 at 2010	6	7
Total shareholders' equity	1,544,412	1,506,344
Total liabilities and shareholders' equity	$ 2,443,996	$ 2,400,814

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2011	Dec. 31, 2010
CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.1	$ 0.1
Common stock, authorized shares	280,000	280,000
Common stock, shares issued	142,548	142,795
Common stock, shares outstanding	142,548	142,795
Tax effect of accumulated other comprehensive income	$ 4	$ 4

Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Cash flows from operating activities:
Net income	$ 46,293	$ 44,128
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization	13,509	12,553
Depreciation	3,135	3,253
Non-cash stock-based compensation	2,773	1,955
Change in estimated acquisition earn-out payables	(99)	(696)
Deferred income taxes	18,520	15,366
Income tax benefit from the issuance of common stock	(91)
Net (gain) loss on sales of investments, fixed assets and customer accounts	(160)	(635)
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Restricted cash and investments decrease	7,959	8,897
Premiums, commissions and fees receivable (increase)	(18,012)	(2,435)
Other assets decrease (increase)	(12,106)	1,677
Premiums payable to insurance companies increase	19,022	16,949
Premium deposits and credits due customers increase (decrease)	3,031	(6,401)
Accounts payable (decrease) increase	(1,871)	11,912
Accrued expenses and other liabilities (decrease)	(30,202)	(34,764)
Other liabilities (decrease) increase	(97)	2,032
Net cash provided by operating activities	51,604	73,791
Cash flows from investing activities:
Additions to fixed assets	(2,917)	(2,054)
Payments for businesses acquired, net of cash acquired	(43,855)	(17,204)
Proceeds from sales of fixed assets and customer accounts	126	241
Purchases of investments	(3,065)	(509)
Proceeds from sales of investments	3,259	383
Net cash used in investing activities	(46,452)	(19,143)
Cash flows from financing activities:
Payments on acquisition earn-outs	(358)
Payments on long-term debt	(1,099)	(12,396)
Income tax benefit from the issuance of common stock	91
Issuances of common stock for employee stock benefit plans	316	455
Repurchase stock benefit plan shares for employees to fund tax withholdings	(4)
Cash dividends paid	(11,400)	(11,015)
Net cash used in financing activities	(12,454)	(22,956)
Net (decrease) increase in cash and cash equivalents	(7,302)	31,692
Cash and cash equivalents at beginning of period	272,984	197,113
Cash and cash equivalents at end of period	$ 265,682	$ 228,805

Nature of Operations	3 Months Ended
Nature of Operations	Mar. 31, 2011
Nature of Operations
Nature of Operations	NOTE 1· Nature of Operations Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, "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 arena. 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 entity, professional and individual customers; the Wholesale Brokerage Division, which markets and sells excess and surplus commercial insurance and reinsurance, primarily through independent agents and brokers; 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, governmental entities and market niches; 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, Medicare Secondary Payer statute compliance-related services, and Social Security disability and Medicare benefits advocacy services.

Basis of Financial Reporting	3 Months Ended
Basis of Financial Reporting	Mar. 31, 2011
Basis of Financial Reporting
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, 2010. Results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

- 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

3 Months Ended

Mar. 31, 2011

Net Income Per Share

Net Income Per Share

NOTE 3· Net Income Per Share

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are deemed to be 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 and the 2010 Stock Incentive Plan are considered participating securities as they receive non-forfeitable dividend equivalents at the same rate as common stock.

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 months ended March 31, 2010, the impact of outstanding options to purchase shares of common stock of 1,457,000, was antidilutive and these 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 months ended March 31, 2011 and 2010:


	For the three months ended March 31,
(in thousands, except per share data)	2011		2010

Net income	$	46,293	$	44,128

Net income attributable to unvested awarded performance stock		(1,391)		(1,394)


Net income attributable to common shares	$	44,902	$	42,734


Weighted average basic number of common shares outstanding		142,637		142,112

Less unvested awarded performance stock included in weighted average basic shares outstanding		(4,286)		(4,489)


Weighted average number of common shares outstanding for basic earnings per common share		138,351		137,623

Dilutive effect of stock options		2,297		168


Weighted average number of shares outstanding		140,648		137,791


Net income per share:
Basic	$	0.32	$	0.31

Diluted	$	0.32	$	0.31

New Accounting Pronouncements	3 Months Ended
New Accounting Pronouncements	Mar. 31, 2011
New Accounting Pronouncements
New Accounting Pronouncements	NOTE 4· New Accounting Pronouncements International Accounting Standards — International Financial Reporting Standards ("IFRS") are a set of standards and interpretations adopted by the International Accounting Standards Board. The Securities and Exchange Commission ("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

3 Months Ended

Mar. 31, 2011

Business Combinations

Business Combinations

NOTE 5· Business Combinations

Acquisitions in 2011

For the three months ended March 31, 2011, Brown & Brown acquired the assets and assumed certain liabilities of 13 insurance intermediaries and several books of business (customer accounts). The aggregate purchase price of these acquisitions was $54,128,000, including $43,855,000 of cash payments, the issuance of notes payable of $550,000, the assumption of $782,000 of liabilities, and $8,941,000 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 are 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, 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	2011 Date of Acquisition		Cash Paid		Note Payable		Recorded Earn-out Payable		Recorded Purchase Price		*Maximum* *Potential* *Earn-out* *Payable*
Balcos Insurance, Inc., et al	Retail		January 1	$	8,611	$	—	$	1,595	$	10,206	$	5,766
Associated Insurance Services, Inc., et al.	Retail		January 1		12,000		—		1,575		13,575		6,000
United Benefit Services Insurance Agency, et al.	Retail		February 1		14,283		—		3,199		17,482		9,133
Other	Retail		Various		8,961		550		2,572		12,083		6,863

Total				$	43,855	$	550	$	8,941	$	53,346	$	27,762

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


(in thousands)	Balcos		AIS		United		Other		Total
Cash	$	—	$	—	$	—	$	—	$	—
Other current assets		—		—		—		267		267
Fixed assets		20		100		20		32		172
Goodwill		6,651		9,297		10,661		7,715		34,324
Purchased customer accounts		3,530		4,086		6,787		4,746		19,149
Non-compete agreements		42		92		45		33		212
Other assets		—		—		4		—		4

Total assets acquired		10,243		13,575		17,517		12,793		54,128

Other current liabilities		(37)		—		(35)		(710)		(782)


Total liabilities assumed		(37)		—		(35)		(710)		(782)

Net assets acquired	$	10,206	$	13,575	$	17,482	$	12,083	$	53,346

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

Goodwill of $34,324,000 was assigned to the Retail Division. Of the total goodwill of $34,324,000, $25,383,000 is currently deductible for income tax purposes. The remaining $8,941,000 relates to the earn-out payables and will not be deductible until it is earned and paid.

The results of operations for the acquisitions completed during 2011 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 March 31, 2011, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2011, were $4,456,000 and $972,000, 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 March 31,
(in thousands, except per share data)	2011		2010
Total revenues	$	262,979	$	258,069
Income before income taxes		76,932		75,171
Net income		46,451		45,388

Net income per share:
Basic	$	0.33	$	0.32
Diluted	$	0.32	$	0.32

Weighted average number of shares outstanding:
Basic		138,351		137,623
Diluted		140,648		137,791

Acquisitions in 2010

For the three months ended March 31, 2010, Brown & Brown acquired the assets and assumed certain liabilities of five insurance intermediaries and several books of business (customer accounts). The aggregate purchase price of these acquisitions was $25,602,000, including $17,059,000 of net cash payments, the issuance of notes payable of $175,000, the assumption of $109,000 of liabilities, and $8,259,000 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 are 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
Other		Various		Various		10,012		175		4,857		15,044		9,044

Total					$	17,059	$	175	$	8,259	$	25,493	$	14,681

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		Other		Total
Fiduciary cash	$	—	$	—	$	—
Other current assets		—		—		—
Fixed assets		21		92		113
Goodwill		7,027		9,288		16,315
Purchased customer accounts		3,380		5,714		9,094
Non-compete agreements		21		59		80
Other assets		—		—		—

Total assets acquired		10,449		15,153		25,602

Other current liabilities		—		(109)		(109)

Total liabilities assumed		—		(109)		(109)

Net assets acquired	$	10,449	$	15,044	$	25,493

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

Goodwill of $16,315,000, of which $8,107,000 is expected to be deductible for income tax purposes, was assigned to the Retail and Services Divisions in the amounts of $10,917,000 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 March 31, 2010, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2010, were $1,787,000 and $372,000, 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 March 31,
(in thousands, except per share data)	2010		2009
Total revenues	$	253,808	$	266,227
Income before income taxes		73,572		80,044
Net income		44,423		48,519

Net income per share:
Basic	$	0.31	$	0.34
Diluted	$	0.31	$	0.34

Weighted average number of shares outstanding:
Basic		137,623		136,935
Diluted		137,791		137,220

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 2011 as a result of these adjustments totaled $99,000, all of which was allocated to goodwill. The $99,000 net additional consideration paid was issued as a note payable. The net additional consideration paid by the Company in 2010 as a result of these adjustments totaled $1,079,000, all of which was allocated to goodwill. Of the $1,079,000 net additional consideration paid, $145,000 was paid in cash and $934,000 was issued in notes payable.

As of March 31, 2011, the maximum future contingency payments related to all acquisitions totaled $121,108,000, of which $32,479,000 relates to acquisitions consummated prior to January 1, 2009 and $88,629,000 relates to acquisitions consummated subsequent to January 1, 2009.

As of March 31, 2011 and 2010, the fair value of the estimated earn-out payables was re-evaluated and reduced by $515,000 and $837,000, respectively, which resulted in a credit to the Condensed Consolidated Statement of Income. Additionally, the interest expense accretion, related to the earn-out payables, to the Condensed Consolidated Statement of Income for the three months ended March 31, 2011 and 2010 was $416,000 and $141,000, respectively. As of March 31, 2011, the estimated earn-out payables equaled $38,092,000, of which $7,344,000 was recorded as current liabilities and $30,748,000 was recorded as non-current liabilities.

Goodwill

3 Months Ended

Mar. 31, 2011

Goodwill

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, 2010, and identified no impairment as a result of the evaluation.

The changes in goodwill for the three months ended March 31, 2011 are as follows:


(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Total
Balance as of January 1, 2011	$	716,626	$	152,601	$	257,360	$	68,240	$	1,194,827
Goodwill of acquired businesses		34,422		—		—		—		34,422
Goodwill disposed of relating to sales of businesses		(3,892)		—		—		—		(3,892)

Balance as of March 31, 2011	$	747,156	$	152,601	$	257,360	$	68,240	$	1,225,357

- Definition

Discloses the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain or loss on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. This element may be used as a single block of text to include the entire intangible asset disclosure including data and tables.

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Amortizable Intangible Assets

3 Months Ended

Mar. 31, 2011

Amortizable Intangible Assets

Amortizable Intangible Assets

NOTE 7· Amortizable Intangible Assets

Amortizable intangible assets at March 31, 2011, and December 31, 2010, consisted of the following:


	March 31, 2011								December 31, 2010
(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	$	825,589	$	(341,486)	$	484,103		14.9	$	811,143	$	(330,627)	$	480,516		14.9
Non-compete agreements		25,009		(23,582)		1,427		7.2		25,181		(23,797)		1,384		7.3

Total	$	850,598	$	(365,068)	$	485,530			$	836,324	$	(354,424)	$	481,900

Amortization expense for other amortizable intangible assets for the years ending December 31, 2011, 2012, 2013, 2014 and 2015, is estimated to be $53,551,000, $52,883,000, $51,982,000, $50,825,000, and $49,492,000, respectively.

Long-Term Debt

3 Months Ended

Mar. 31, 2011

Long-Term Debt

Long-Term Debt

NOTE 8· Long-Term Debt

Long-term debt at March 31, 2011, and December 31, 2010, consisted of the following:


(in thousands)	2011		2010
Unsecured senior notes	$	250,000	$	250,000
Acquisition notes payable		1,279		1,729

Total debt		251,279		251,729
Less current portion		(1,212)		(1,662)

Long-term debt	$	250,067	$	250,067

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 March 31, 2011, and December 31, 2010, 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 March 31, 2011 and December 31, 2010, there was an outstanding balance of $50.0 million under the Master Agreement.

On January 21, 2011, the Company entered into a Confirmation of Acceptance (the "Confirmation") in connection with the Master Agreement in which the Company agreed to issue to the Purchaser and certain of the Purchaser's affiliates an aggregate of $100.0 million principal amount of unsecured Series E Senior Notes due September 15, 2018, with a fixed interest rate of 4.5% per year. The closing and funding date for the unsecured Series E Senior Notes is identified as September 15, 2011, in order to correspond with the maturity date of the Series A Notes. In accordance with ASC Topic 470 – Debt, the Company has classified the related principal balance as long-term debt as of March 31, 2011 and December 31, 2010, as the Company has both the intent and ability to refinance the obligation on a long-term basis, as evidenced by the Confirmation.

On June 12, 2008, the Company entered into an Amended and Restated Revolving Loan Agreement dated as of June 3, 2008 (the "Loan Agreement") with a national banking institution, amending and restating the existing Revolving Loan Agreement dated September 29, 2003, as amended (the "Revolving Agreement"), 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 0.303% and 0.300% as of March 31, 2011 and December 31, 2010, respectively. There were no borrowings against this facility at March 31, 2011 or December 31, 2010.

All 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 March 31, 2011, and December 31, 2010.

Acquisition notes payable represent debt incurred to sellers of certain insurance operations acquired by the Company. These notes and future contingent payments are payable in monthly, quarterly and annual installments through July 2013, including interest at rates ranging from 0.0% to 6.0%.

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

3 Months Ended

Mar. 31, 2011

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

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 three months ended March 31,
(in thousands)	2011		2010
Cash paid during the period for:
Interest	$	6,164	$	6,157
Income taxes	$	4,915	$	2,993

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


	For the three months ended March 31,
(in thousands)	2011		2010
Unrealized holding loss on available-for-sale securities, net of tax benefit of $1 for 2011 and $0 for 2010	$	(1)	$	—
Notes payable issued or assumed for purchased customer accounts	$	649	$	1,108
Estimated acquisition earn-out payables and related charges	$	8,941	$	8,260
Notes receivable on the sale of fixed assets and customer accounts	$	6,103	$	637

Legal and Regulatory Proceedings	3 Months Ended
Legal and Regulatory Proceedings	Mar. 31, 2011
Legal and Regulatory Proceedings
Legal and Regulatory Proceedings	NOTE 10· Legal and Regulatory 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.

Segment Information

3 Months Ended

Mar. 31, 2011

Segment Information

Segment Information

NOTE 11· 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, Medicare Secondary Payer statute compliance-related services, and Social Security disability and Medicare benefits advocacy services.

Brown & Brown conducts all of its operations within the United States of America, except for one wholesale brokerage operation based in London, England. Our London operation earned $2.4 million and $2.6 million of total revenues for the three months ended March 31, 2011 and 2010, respectively. Additionally, this operation earned $9.9 million of total revenues for the year ended December 31, 2010.

The following table shows summarized financial information concerning Brown & Brown's reportable segments for the three months ended March 31, 2011, and 2010. 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 three months ended March 31, 2011
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other		Total
Total revenues	$	157,780	$	50,278	$	38,140	$	15,846	$	184	$	262,228
Investment income	$	16	$	—	$	8	$	3	$	197	$	224
Amortization	$	8,204	$	2,120	$	2,538	$	637	$	10	$	13,509
Depreciation	$	1,258	$	798	$	652	$	132	$	295	$	3,135
Interest	$	6,914	$	564	$	2,104	$	1,509	$	(7,484)	$	3,607
Income before income taxes	$	38,978	$	21,431	$	6,363	$	1,731	$	8,167	$	76,670
Total assets	$	2,002,677	$	681,065	$	645,506	$	145,560	$	(1,030,812)	$	2,443,996
Capital expenditures	$	1,292	$	446	$	614	$	295	$	270	$	2,917

	For the three months ended March 31, 2010
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other		Total
Total revenues	$	149,252	$	54,999	$	38,424	$	9,010	$	588	$	252,273
Investment income	$	60	$	1	$	5	$	5	$	260	$	331
Amortization	$	7,535	$	2,305	$	2,557	$	146	$	10	$	12,553
Depreciation	$	1,400	$	764	$	715	$	71	$	303	$	3,253
Interest	$	7,011	$	988	$	3,002	$	214	$	(7,607)	$	3,608
Income before income taxes	$	35,477	$	24,761	$	4,164	$	1,466	$	7,216	$	73,084
Total assets	$	1,802,467	$	635,246	$	632,165	$	56,680	$	(877,121)	$	2,249,437
Capital expenditures	$	784	$	228	$	493	$	56	$	493	$	2,054