Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Dec. 31, 2010	Feb. 22, 2011	Jun. 30, 2010
Document and Entity Information
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2010
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	FY
Entity Registrant Name	BROWN & BROWN INC
Entity Central Index Key	0000079282
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		142,557,243
Entity Public Float			$ 2,221,154,930

CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
REVENUES
Commissions and fees	$ 966,917	$ 964,863	$ 965,983
Investment income	1,326	1,161	6,079
Other income, net	5,249	1,853	5,492
Total revenues	973,492	967,877	977,554
EXPENSES
Employee compensation and benefits	487,820	484,680	485,783
Non-cash stock-based compensation	6,845	7,358	7,314
Other operating expenses	135,851	143,389	137,352
Amortization	51,442	49,857	46,631
Depreciation	12,639	13,240	13,286
Interest	14,471	14,599	14,690
Change in estimated acquisition earn-out payables	(1,674)
Total expenses	707,394	713,123	705,056
Income before income taxes	266,098	254,754	272,498
Income taxes	104,346	101,460	106,374
Net income	$ 161,752	$ 153,294	$ 166,124
Net income per share:
Basic	$ 1.14	$ 1.08	$ 1.18
Diluted	$ 1.12	$ 1.08	$ 1.17
Weighted average number of shares outstanding:
Basic	137,924	137,173	136,319
Diluted	139,318	137,507	136,884
Dividends declared per share	$ 0.3125	$ 0.3025	$ 0.285

CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009
ASSETS
Cash and cash equivalents	$ 272,984	$ 197,113
Restricted cash and investments	123,594	155,257
Short-term investments	7,678	8,213
Premiums, commissions and fees receivable	214,446	209,462
Deferred income taxes	20,076	11,791
Other current assets	14,031	31,863
Total current assets	652,809	613,699
Fixed assets, net	59,713	61,467
Goodwill	1,194,827	1,074,397
Amortizable intangible assets, net	481,900	468,862
Other assets	11,565	5,801
Total assets	2,400,814	2,224,226
LIABILITIES AND SHAREHOLDERS' EQUITY
Premiums payable to insurance companies	311,346	310,296
Premium deposits and credits due customers	28,509	37,715
Accounts payable	33,693	17,431
Accrued expenses and other liabilities	94,947	96,387
Current portion of long-term debt	1,662	17,124
Total current liabilities	470,157	478,953
Long-term debt	250,067	250,209
Deferred income taxes, net	146,482	115,609
Other liabilities	27,764	9,581
Commitments and contingencies (Note 13)
Shareholders' Equity:
Common stock, par value $0.10 per share; authorized 280,000 shares; issued and outstanding 142,795 at 2010 and 142,076 at 2009	14,279	14,208
Additional paid-in capital	286,997	267,856
Retained earnings	1,205,061	1,087,805
Accumulated other comprehensive income, net of related income tax effect of $4 at 2010 and $3 at 2009	7	5
Total shareholders' equity	1,506,344	1,369,874
Total liabilities and shareholders' equity	$ 2,400,814	$ 2,224,226

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009
CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.10	$ 0.10
Common stock, authorized shares	280,000	280,000
Common stock, shares issued	142,795	142,076
Common stock, shares outstanding	142,795	142,076
Tax effect of accumulated other comprehensive income	$ 4	$ 3

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]
Balance at Dec. 31, 2007	$ 1,097,458	$ 14,067	$ 231,888	$ 851,490	$ 13
Balance, shares at Dec. 31, 2007		140,673
Net income and comprehensive income	166,124			166,124
Net income	166,124
Common stock issued for employee stock benefit plans	17,909	86	17,823
Common stock issued for employee stock benefit plans, shares		856
Income tax benefit from exercise of stock benefit plans	138		138
Common stock issued to directors	319	1	318
Common stock issued to directors, shares		15
Cash dividends paid	(40,207)			(40,207)
Balance at Dec. 31, 2008	1,241,741	14,154	250,167	977,407	13
Balance, shares at Dec. 31, 2008		141,544
Net income	153,294			153,294
Net unrealized holding gain (loss) on available-for-sale securities	(8)				(8)
Comprehensive income	153,286
Common stock issued for employee stock benefit plans	17,212	52	17,160
Common stock issued for employee stock benefit plans, shares		518
Income tax benefit from exercise of stock benefit plans	243		243
Common stock issued to directors	288	2	286
Common stock issued to directors, shares		14
Cash dividends paid	(42,896)			(42,896)
Balance at Dec. 31, 2009	1,369,874	14,208	267,856	1,087,805	5
Balance, shares at Dec. 31, 2009	142,076	142,076
Net income	161,752			161,752
Net unrealized holding gain (loss) on available-for-sale securities	2				2
Comprehensive income	161,754
Common stock issued for employee stock benefit plans	7,565	70	7,495
Common stock issued for employee stock benefit plans, shares		705
Income tax benefit from exercise of stock benefit plans	11,391		11,391
Common stock issued to directors	256	1	255
Common stock issued to directors, shares		14
Cash dividends paid	(44,496)			(44,496)
Balance at Dec. 31, 2010	$ 1,506,344	$ 14,279	$ 286,997	$ 1,205,061	$ 7
Balance, shares at Dec. 31, 2010	142,795	142,795

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Cash flows from operating activities:
Net income	$ 161,752	$ 153,294	$ 166,124
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization	51,442	49,857	46,631
Depreciation	12,639	13,240	13,286
Non-cash stock-based compensation	6,845	7,358	7,314
Change in estimated acquisition earn-out payables	(1,674)
Deferred income taxes	22,587	27,851	25,713
Income tax benefit from exercise of shares from the stock benefit plans	(11,391)
Net (gain) loss on sales of investments, fixed assets and customer accounts	(1,474)	374	(1,071)
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Restricted cash and investments decrease (increase)	31,663	(10,507)	109,654
Premiums, commissions and fees receivable (increase) decrease	(2,555)	36,943	3,169
Other assets decrease	14,529	8,668	12,359
Premiums payable to insurance companies increase (decrease)	436	(48,491)	(40,045)
Premium deposits and credits due customers (decrease) increase	(9,673)	(6,049)	2,259
Accounts payable increase (decrease)	28,246	(1,819)	(5,992)
Accrued expenses (decrease) increase	(2,087)	(488)	4,099
Other liabilities (decrease)	(5,233)	(8,646)	(1,747)
Net cash provided by operating activities	296,052	221,585	341,753
Cash flows from investing activities:
Additions to fixed assets	(10,454)	(11,310)	(14,115)
Payments for businesses acquired, net of cash acquired	(157,637)	(44,682)	(263,400)
Proceeds from sales of fixed assets and customer accounts	1,558	1,305	4,600
Purchases of investments	(9,285)	(11,570)	(13,774)
Proceeds from sales of investments	9,327	10,828	9,756
Net cash used in investing activities	(166,491)	(55,429)	(276,933)
Cash flows from financing activities:
Payments on acquisition earn-outs	(2,136)
Proceeds from long-term debt			25,000
Payments on long-term debt	(19,425)	(15,089)	(20,342)
Borrowings on revolving credit facility		14,390	2,180
Payments on revolving credit facility		(14,390)	(2,180)
Income tax benefit from exercise of shares from the stock benefit plans	11,391	243	138
Issuances of common stock for employee stock benefit plans	11,119	10,142	10,914
Repurchase stock benefit plan shares for employee to fund tax withholdings	(10,143)
Cash dividends paid	(44,496)	(42,896)	(40,207)
Net cash used in financing activities	(53,690)	(47,600)	(24,497)
Net increase in cash and cash equivalents	75,871	118,556	40,323
Cash and cash equivalents at beginning of year	197,113	78,557	38,234
Cash and cash equivalents at end of year	$ 272,984	$ 197,113	$ 78,557

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2010

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

NOTE 1

Summary of Significant Accounting Policies

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 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 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, as well as Medicare set-aside services.

Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts of Brown & Brown, Inc. and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Consolidated Financial Statements.

Revenue Recognition

Commission revenue is recognized as of the effective date of the insurance policy or the date on which the policy premium is billed to the customer, whichever is later. At that date, the earnings process has been completed, and Brown & Brown can reliably estimate the impact of policy cancellations for refunds and establish reserves accordingly. The reserve for policy cancellations is based upon historical cancellation experience adjusted based on known circumstances. The policy cancellation reserve was $5,559,000 and $7,796,000 at December 31, 2010 and 2009, respectively, and it is periodically evaluated and adjusted as necessary. Subsequent commission adjustments are recognized upon receipt of notification from the insurance companies. Commission revenues are reported net of commissions paid to sub-brokers or co-brokers. Profit-sharing contingent commissions from insurance companies are recognized when determinable, which is when such commissions are received, or when officially notified of the amount of such commissions. Fee income is recognized as services are rendered.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments with quoted market prices having maturities of three months or less when purchased.

Restricted Cash and Investments, and Premiums, Commissions and Fees Receivable

In its capacity as an insurance agent or broker, Brown & Brown typically collects premiums from insureds and, after deducting its authorized commissions, remits the net premiums to the appropriate insurance company or companies. Accordingly, as reported in the Consolidated Balance Sheets, "premiums" are receivable from insureds. Unremitted net insurance premiums are held in a fiduciary capacity until Brown & Brown disburses them. Brown & Brown invests these unremitted funds only in cash, money market accounts, tax-free variable-rate demand bonds and commercial paper held for a short term. In certain states in which Brown & Brown operates, the use and investment alternatives for these funds are regulated and restricted by various state laws and agencies. These restricted funds are reported as restricted cash and investments on the Consolidated Balance Sheets. The interest income earned on these unremitted funds is reported as investment income in the Consolidated Statements of Income.

In other circumstances, the insurance companies collect the premiums directly from the insureds and remit the applicable commissions to Brown & Brown. Accordingly, as reported in the Consolidated Balance Sheets, "commissions" are receivables from insurance companies. "Fees" are primarily receivables due from customers.

Investments

Marketable equity securities held by Brown & Brown have been classified as "available-for-sale" and are reported at estimated fair value, with the accumulated other comprehensive income (unrealized gains and losses), net of related income tax effect, reported as a separate component of shareholders' equity. Realized gains and losses and declines in value below cost that are judged to be other-than-temporary on available-for-sale securities are reflected in investment income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in investment income in the Consolidated Statements of Income.

Non-marketable equity securities and certificates of deposit having maturities of more than three months when purchased are reported at cost and are adjusted for other-than-temporary market value declines.

Net unrealized holding gains on available-for-sale securities included in accumulated other comprehensive income reported in shareholders' equity were $7,000 and $5,000 at December 31, 2010 and 2009, net of deferred income taxes of $4,000 and $3,000, respectively.

Fixed Assets

Fixed assets, including leasehold improvements are carried at cost, less accumulated depreciation and amortization. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income. Depreciation has been determined using the straight-line method over the estimated useful lives of the related assets, which range from three to 15 years. Leasehold improvements are amortized on the straight-line method over the shorter of the useful life of the improvement or the term of the related lease.

Goodwill and Amortizable Intangible Assets

The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and amortizable intangible assets is assigned to goodwill. While goodwill is not amortizable, it is subject to at least an annual assessment, and more frequently in the presence of certain circumstances, for impairment by applying a fair value-based test. Amortizable intangible assets are amortized over their useful lives and are subject to an impairment review based on an estimate of the undiscounted future cash flows resulting from the use of the asset. The Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. Fair value is estimated based on multiples of earnings before interest, income taxes, depreciation and amortization ("EBITDA"). Brown & Brown completed its most recent annual assessment as of November 30, 2010 and identified no impairment as a result of the evaluation. In addition, as of December 31, 2010, there are no accumulated impairment losses.

Amortizable intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts and non-compete agreements. Purchased customer accounts and noncompete agreements are amortized on a straight-line basis over the related estimated lives and contract periods, which range from five to 15 years. Purchased customer accounts primarily consist of records and files that contain information about insurance policies and the related insured parties that are essential to policy renewals.

The carrying value of intangibles attributable to each business "region" comprising Brown & Brown is periodically reviewed by management to determine if the facts and circumstances suggest they may be impaired. In the insurance agency and wholesale brokerage industry, it is common for agencies or customer accounts to be acquired at a price determined as a multiple of either their corresponding revenues or EBITDA. Accordingly, Brown & Brown assesses the carrying value of its intangible assets by considering the estimated future cash flows generated by the corresponding region. Any impairment identified through this assessment may require that the carrying value of related intangible assets be adjusted; however, no impairments have been recorded for the years ended December 31, 2010, 2009 and 2008.

Income Taxes

Brown & Brown records income tax expense using the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and the income tax bases of Brown & Brown's assets and liabilities.

Brown & Brown files a consolidated federal income tax return and has elected to file consolidated returns in certain states. Deferred income taxes are provided for in the Consolidated Financial Statements and relate principally to expenses charged to income for financial reporting purposes in one period and deducted for income tax purposes in other periods.

Net Income Per Share

Effective in 2009, the Company adopted new Financial Accounting Standards Board ("FASB") authoritative guidance that 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 via retroactive application for the years ended December 31, 2008 and 2007, 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 issued and outstanding during the period. Diluted EPS is computed based on the weighted average common shares issued and outstanding plus equivalent shares assuming exercise of stock options. The dilutive effect of stock options is computed by application of the treasury stock method. The following is a reconciliation between basic and diluted weighted average shares outstanding for the years ended December 31:


(in thousands, except per share data)	2010			2009			2008
Net income	$	161,752		$	153,294		$	166,124
Net income attributable to unvested awarded performance stock		(5,097	)		(4,937	)		(5,506	)

Net income attributable to common shares	$	156,655		$	148,357		$	160,618


Weighted average basic number of common shares outstanding		142,412			141,738			140,992
Less unvested awarded performance stock included in weighted average basic share outstanding		(4,488	)		(4,565	)		(4,673	)

Weighted average number of common shares outstanding for basic earnings per common share		137,924			137,173			136,319
Dilutive effect of stock options		1,394			334			565

Weighted average number of shares outstanding		139,318			137,507			136,884

Net income per share:
Basic	$	1.14		$	1.08		$	1.18

Diluted	$	1.12		$	1.08		$	1.17

Fair Value of Financial Instruments

The carrying amounts of Brown & Brown's financial assets and liabilities, including cash and cash equivalents, restricted cash and investments, investments, premiums, commissions and fees receivable, premiums payable to insurance companies, premium deposits and credits due customers and accounts payable, at December 31, 2010 and 2009, approximate fair value because of the short-term maturity of these instruments. The carrying amount of Brown & Brown's long-term debt approximates fair value at December 31, 2010 and 2009 since the related coupon rate approximates the current market rate.

Stock-Based Compensation

The Company grants stock options and non-vested stock awards to its employees, officers and directors. The Company uses the modified-prospective method to account for share-based payments. Under the modified-prospective method, compensation cost is recognized for all share-based payments granted on or after January 1, 2006 and for all awards granted to employees prior to January 1, 2006 that remained unvested on that date. The Company uses the alternative transition method to determine the accounting of the income tax effects of payments made related to stock-based compensation.

The Company uses the Black-Scholes valuation model for valuing all stock options and shares purchased under the Employee Stock Purchase Plan (the "ESPP"). Compensation for non-vested stock awards is measured at fair value on the grant-date based upon the number of shares expected to vest. Compensation cost for all awards is recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period.

Recent Accounting Pronouncements

In June 2009, the FASB issued authoritative guidance establishing two levels of GAAP – authoritative and nonauthoritative – and making the Accounting Standards Codification ("ASC") the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the U.S. Securities and Exchange Commission (the "SEC"). This guidance, which was incorporated into ASC Topic 105 — Generally Accepted Accounting Principles, was effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption changed certain disclosure references to U.S. GAAP, but did not have any other impact on the Company's Consolidated Financial Statements.

Business Combinations — In December 2007, the FASB issued authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity even if the acquirer has not acquired 100% of its target. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. Transaction costs are expensed as incurred. This guidance also modifies the recognition of pre-acquisition contingencies, such as environmental or legal issues, restructuring plans and acquired research and development value in purchase accounting. This guidance also amends ASC Topic 740 - Income Taxes, to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination, either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. This guidance, which was incorporated into ASC Topic 805 - Business Combinations, is effective for fiscal years beginning after December 15, 2008. Effective January 1, 2009, the Company adopted this guidance on a prospective basis. As a result, the recorded purchase price for all acquisitions consummated after January 1, 2009 will include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the consolidated statement of income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years.

In April 2008, the FASB issued authoritative guidance that amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC Topic 350 – Intangibles-Goodwill and Other. This guidance requires enhanced disclosures concerning a company's treatment of costs incurred to renew or extend the term of a recognized intangible asset. This guidance, which is incorporated into ASC Topic 350 – Intangibles-Goodwill and Other, is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this guidance did not have any material impact on our consolidated financial statements.

In November 2008, the FASB ratified authoritative guidance that applies to defensive intangible assets, which are acquired intangible assets that the acquirer does not intend to actively use but intends to hold to prevent its competitors from obtaining access to them. As these assets are separately identifiable, this guidance requires an acquiring entity to account for defensive intangible assets as a separate unit of accounting which should be amortized to expense over the period the asset is expected to diminish in value. Defensive intangible assets must be recognized at fair value in accordance with ASC Topic 805 – Business Combinations, and ASC Topic 820 – Fair Value Measurements and Disclosures. This guidance, which was incorporated into ASC Topic 350 – Intangibles-Goodwill and Other, was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of guidance did not have any material impact on our consolidated financial statements.

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.

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

12 Months Ended

Dec. 31, 2010

Business Combinations

Business Combinations

NOTE 2

Business Combinations

Acquisitions in 2010

During 2010, Brown & Brown acquired the assets and assumed certain liabilities of 33 insurance intermediaries and several books of business (customer accounts). The aggregate purchase price of these acquisitions was $186,783,000, including $158,636,000 of cash payments, the issuance of $759,000 in notes payable, the assumption of $2,298,000 of liabilities and $25,090,000 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 price for all acquisitions consummated after January 1, 2009 included 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 to 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.

Based on acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company's consolidated financial statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC Topic 805-Business Combinations.

These acquisitions have been accounted for as business combinations and are as follows:


(in thousands)
Name	Business Segment		2010 Date of Acquisition		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		15,825		—		124		15,949		3,000
Crowe Paradis Holding Company, et al.		Services		September 1		75,000		—		8,665		83,665		15,000
Thomas R Jones, Inc.		Retail		October 1		14,634		—		—		14,634		—
Other		Various		Various		46,130		759		12,899		59,788		30,668

Total					$	158,636	$	759	$	25,090	$	184,485	$	54,305

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			Crowe		TR Jones			Other			Total
Cash	$	—	$	—		$	1,000	$	—		$	—		$	1,000
Other current assets		137		516			118		259			1,528			2,558
Fixed assets		21		70			500		120			180			891
Goodwill		6,890		11,128			53,573		8,683			36,119			116,393
Purchased customer accounts		3,380		5,172			28,440		5,643			22,841			65,476
Non-compete agreements		21		74			33		—			332			460
Other assets		—		—			1		4			—			5

Total assets acquired		10,449		16,960			83,665		14,709			61,000			186,783

Other current liabilities		—		(1,011	)		—		(75	)		(1,212	)		(2,298	)

Total liabilities assumed		—		(1,011	)		—		(75	)		(1,212	)		(2,298	)

Net assets acquired	$	10,449	$	15,949		$	83,665	$	14,634		$	59,788		$	184,485

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

Goodwill of $116,393,000, was assigned to the Retail and Services Divisions in the amounts of $57,423,000 and $58,970,000, respectively. Of the total goodwill of $116,393,000, $91,303,000 is currently deductible for income tax purposes. The remaining $25,090,000 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 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 December 31, 2010 included in the Consolidated Statement of Income for the twelve months ended December 31, 2010 were $30,172,000 and $3,255,000, respectively. If the acquisitions had occurred as of the beginning of the comparable prior annual reporting 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 Year Ended December 31,
*(in thousands, except per share data)*	2010		2009
Total revenues	$	1,015,043	$	1,035,286
Income before income taxes	$	278,635	$	274,908
Net income	$	169,373	$	165,420
Net income per share:
Basic	$	1.19	$	1.17
Diluted	$	1.18	$	1.16
Weighted average number of shares outstanding:
Basic		137,924		137,173
Diluted		139,318		137,507

Acquisitions in 2009

During 2009, Brown & Brown acquired the assets and assumed certain liabilities of 11 insurance intermediaries and several books of business (customer accounts). The aggregate purchase price of these acquisitions was $56,289,000, including $40,386,000 of net cash payments, the issuance of $6,889,000 in notes payable, the assumption of $1,788,000 of liabilities and $7,226,000 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 price for all acquisitions consummated after January 1, 2009 included 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.

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	$	22,748		$	—	$	—	$	22,748	$	—
Irving Weber Associates, Inc.		Retail		May 1		6,181			—		1,282		7,463		3,980
Alamo Insurance Group, Inc.		Retail		December 31		(152	)		6,484		1,684		8,016		3,242
Other		Various		Various		11,609			405		4,260		16,274		10,102

Total					$	40,386		$	6,889	$	7,226	$	54,501	$	17,324

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


(in thousands)	Strong			Weber			Alamo			Other			Total
Fiduciary cash	$	—		$	—		$	—		$	—		$	—
Other current assets		556			250			—			1,084			1,890
Fixed assets		52			80			33			42			207
Goodwill		13,583			4,466			5,310			7,748			31,107
Purchased customer accounts		8,698			2,810			2,797			8,618			22,923
Non-compete agreements		—			11			21			125			157
Other assets		—			—			7			(2	)		5

Total assets acquired		22,889			7,617			8,168			17,615			56,289

Other current liabilities		(141	)		(154	)		(152	)		(1,341	)		(1,788	)
Deferred income taxes		—			—			—			—			—

Total liabilities assumed		(141	)		(154	)		(152	)		(1,341	)		(1,788	)

Net assets acquired	$	22,748		$	7,463		$	8,016		$	16,274		$	54,501

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

Goodwill of $31,107,000 was assigned to the Retail, National Programs, Wholesale Brokerage and Services Divisions in the amounts of $25,610,000, $3,781,000, $1,716,000 and zero, respectively. Of the total goodwill of $31,107,000, $24,639,000 is currently deductible for income tax purposes. The remaining $6,468,000 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 2009 have been combined with those of the Company since their respective acquisition dates. The total revenues and net pre-tax income from the acquisitions completed during 2009 included in the Consolidated Statement of Income for the twelve months ended December 31, 2009 were $13,879,000 and $981,000, respectively. If the acquisitions had occurred as of the beginning of the comparable prior annual reporting 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 Year Ended December 31,
*(in thousands, except per share data)*	2009		2008
Total revenues	$	977,749	$	1,003,441
Income before income taxes	$	258,111	$	281,203
Net income	$	155,314	$	171,430
Net income per share:
Basic	$	1.10	$	1.22
Diluted	$	1.09	$	1.21
Weighted average number of shares outstanding:
Basic		137,173		136,319
Diluted		137,507		136,884

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 $4,037,000, all of which was allocated to goodwill. Of the $4,037,000 net additional consideration paid, $975,000 was paid in cash and $3,062,000 was issued in notes payable. The net additional consideration paid by the Company in 2009 as a result of these adjustments totaled $20,052,000, of which $19,918,000 was allocated to goodwill, $109,000 to noncompete agreements and $25,000 to purchased customer accounts. Of the $20,052,000 net additional consideration paid, $4,296,000 was paid in cash and $15,756,000 was issued in notes payable.

As of December 31, 2010, the maximum future contingency payments related to all acquisitions totaled $144,383,000, of which $77,588,000 relates to acquisitions consummated prior to January 1, 2009 and $66,795,000 relates to acquisitions consummated subsequent to January 1, 2009.

For acquisitions consummated after January 1, 2009, $32,316,000 was initially recorded as the estimated earn-out payables. As of December 31, 2010, the fair value of the estimated earn-out payables was re-evaluated and reduced by $2,606,000, 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 twelve months ended December 31, 2010 and 2009 was $932,000 and $129,000, respectively. As of December 31, 2010, the estimated earn-out payables were $29,609,000, of which $7,651,000 was recorded as current liabilities and $21,958,000 was recorded as non-current liabilities. As of December 31, 2009, the estimated earn-out payables were $7,226,000, all of which were recorded as non-current liabilities.

Goodwill

12 Months Ended

Dec. 31, 2010

Goodwill

Goodwill

NOTE 3

Goodwill

The changes in goodwill for the years ended December 31, are as follows:


(in thousands)	Retail		National Programs		Wholesale Brokerage		Service		Total
Balance as of January 1, 2009	$	620,588	$	147,298	$	246,216	$	9,270	$	1,023,372
Goodwill of acquired businesses		35,520		5,303		10,202		—		51,025
Goodwill disposed of relating to sales of businesses		—		—		—		—		—

Balance as of December 31, 2009	$	656,108	$	152,601	$	256,418	$	9,270	$	1,074,397
Goodwill of acquired businesses		60,518		—		942		58,970		120,430
Goodwill disposed of relating to sales of businesses		—		—		—		—		—

Balance as of December 31, 2010	$	716,626	$	152,601	$	257,360	$	68,240	$	1,194,827

Amortizable Intangible Assets

12 Months Ended

Dec. 31, 2010

Amortizable Intangible Assets

Amortizable Intangible Assets

NOTE 4

Amortizable Intangible Assets

Amortizable intangible assets at December 31 consisted of the following:


	2010									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	$	811,143	$	(330,627	)	$	480,516		14.9	$	747,717	$	(280,473	)	$	467,244		14.9
Non-compete agreements		25,181		(23,797	)		1,384		7.3		24,721		(23,103	)		1,618		7.3

Total	$	836,324	$	(354,424	)	$	481,900			$	772,438	$	(303,576	)	$	468,862

Amortization expense recorded for other amortizable intangible assets for the years ended December 31, 2010, 2009 and 2008 was $51,442,000, $49,857,000 and $46,631,000, respectively.

Amortization expense for other amortizable intangible assets for the years ending December 31, 2011, 2012, 2013, 2014 and 2015 is estimated to be $52,524,000, $51,882,000, $50,982,000, $49,796,000, and $48,449,000, respectively.

Investments

12 Months Ended

Dec. 31, 2010

Investments

Investments

NOTE 5

Investments

Investments at December 31 consisted of the following:


	2010 Carrying Value				2009 Carrying Value
(in thousands)	Current		Non- Current		Current		Non- Current
Available-for-sale marketable equity securities	$	36	$	—	$	33	$	—
Non-marketable certificates of deposit and other securities		7,642		517		8,180		15

Total investments	$	7,678	$	517	$	8,213	$	15

The following table summarizes available-for-sale securities at December 31:


(in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable equity securities:
2010	$	25	$	11		—	$	36
2009	$	25	$	8		—	$	33

The following table summarizes the proceeds and realized gains/(losses) on non-marketable equity securities and certificates of deposit for the years ended December 31:


(in thousands)	Proceeds		Gross Realized Gains		Gross Realized Losses
2010	$	9,327	$	6	$	—
2009	$	10,828	$	—	$	(299	)
2008	$	9,652	$	542	$	(9	)

- Definition

This item represents the entire disclosure related to Investments in Certain Debt and Equity Securities (and certain other trading assets) which include all debt and equity securities (other than those equity securities accounted for under the equity or cost methods of accounting) with readily determinable fair values. Other trading assets include assets that are carried on the balance sheet at fair value and held for trading purposes. A debt security represents a creditor relationship with an enterprise that is in the form of a security. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities (and other trading assets).

+ References+ Details

Fixed Assets

12 Months Ended

Dec. 31, 2010

Fixed Assets

Fixed Assets

NOTE 6

Fixed Assets

Fixed assets at December 31 consisted of the following:


(in thousands)	2010			2009
Furniture, fixtures and equipment	$	125,963		$	123,824
Leasehold improvements		16,151			15,555
Land, buildings and improvements		438			428

Total cost		142,552			139,807
Less accumulated depreciation and amortization		(82,839	)		(78,340	)

Total	$	59,713		$	61,467

Depreciation and amortization expense amounted to $12,639,000 in 2010, $13,240,000 in 2009, and $13,286,000 in 2008.

Long-Term Debt

12 Months Ended

Dec. 31, 2010

Long-Term Debt

Long-Term Debt

NOTE 8

Long-Term Debt

Long-term debt at December 31 consisted of the following:


(in thousands)	2010			2009
Unsecured Senior Notes	$	250,000		$	250,000
Acquisition notes payable		1,729			17,289
Revolving credit facility		—			—
Other notes payable		—			44

Total debt		251,729			267,333
Less current portion		(1,662	)		(17,124	)

Long-term debt	$	250,067		$	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. The closing on the Series B Notes occurred on July 15, 2004. The closing on the Series A Notes occurred on September 15, 2004. Brown & Brown has used the proceeds from the Notes for general corporate purposes, including acquisitions and repayment of existing debt. As of December 31, 2010 and 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 10 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 December 31, 2010 and 2009 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 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 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 (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 0.300% and 0.251% as of December 31, 2010 and 2009, respectively. There were no borrowings against this facility at December 31, 2010 or 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 December 31, 2010 and 2009.

Acquisition notes payable represent debt incurred to former owners of certain insurance operations acquired by Brown & Brown. These notes and future contingent payments are payable in monthly, quarterly and annual installments through July 2013, including interest in the range from 0.0% to 6.0%.

Interest paid in 2010, 2009 and 2008 was $14,491,000, $14,636,000 and $14,394,000, respectively.

At December 31, 2010, maturities of long-term debt were $1,662,000 in 2011, $33,000 in 2012, $33,000 in 2013, $100,000,000 in 2014, $25,000,000 in 2015 and $125,000,000 in 2016 and beyond.

Income Taxes

12 Months Ended

Dec. 31, 2010

Income Taxes

Income Taxes

NOTE 9

Income Taxes

Significant components of the provision (benefit) for income taxes for the years ended December 31 are as follows:


(in thousands)	2010		2009		2008
Current:
Federal	$	70,715	$	62,547	$	70,634
State		10,236		10,730		10,056
Foreign		860		286		56

Total current provision		81,811		73,563		80,746


Deferred:
Federal		19,890		24,913		21,508
State		2,645		2,984		4,120

Total deferred provision		22,535		27,897		25,628

Total tax provision	$	104,346	$	101,460	$	106,374

A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows:


	2010			2009			2008
Federal statutory tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal income tax benefit		3.5			4.0			3.4
Non-deductible employee stock purchase plan expense		0.3			0.4			0.4
Non-deductible meals and entertainment		0.3			0.3			0.3
Interest exempt from taxation and dividend exclusion		—			(0.1	)		(0.2	)
Other, net		0.1			0.2			0.1

Effective tax rate		39.2	%		39.8	%		39.0	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes.

Significant components of Brown & Brown's current deferred tax assets as of December 31 are as follows:


(in thousands)	2010		2009
Current deferred tax assets:
Deferred profit-sharing contingent commissions	$	12,274	$	11,791
Accruals and reserves		7,802		—

Total current deferred tax assets	$	20,076	$	11,791

Significant components of Brown & Brown's non-current deferred tax liabilities and assets as of December 31 are as follows:


(in thousands)	2010			2009
Non-current deferred tax liabilities:
Fixed assets	$	9,263		$	7,875
Net unrealized holding gain of available-for-sale securities		4			3
Prepaid insurance and pension		28			3,555
Intangible assets		146,815			120,887

Total non-current deferred tax liabilities		156,110			132,320

Non-current deferred tax assets:
Deferred compensation		8,232			8,031
Accruals and reserves		—			7,422
Net operating loss carryforwards		1,721			1,536
Valuation allowance for deferred tax assets		(325	)		(278	)

Total non-current deferred tax assets		9,628			16,711

Net non-current deferred tax liability	$	146,482		$	115,609

Income taxes paid in 2010, 2009 and 2008 were $69,828,000, $76,373,000, and $79,339,000, respectively.

At December 31, 2010, Brown & Brown had net operating loss carryforwards of $323,000 and $34,713,000 for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2011 through 2030. The federal carryforward is derived from insurance operations acquired by Brown & Brown in 2001. The state carryforward is derived from the operating results of certain subsidiaries.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


(in thousands)	2010			2009			2008
Unrecognized tax benefits balance at January 1	$	635		$	611		$	507
Gross increases for tax positions of prior years		229			489			197
Gross decreases for tax positions of prior years		—			(274	)		—
Settlements		(208	)		(182	)		—
Lapse of statute of limitations		—			(9	)		(93	)

Unrecognized tax benefits balance at January 1	$	656		$	635		$	611

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2010 and 2009, we had approximately $140,000 and $140,000 of accrued interest related to uncertain tax positions, respectively.

Total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is $656,000 as of December 31, 2010 and $635,000 as of December 31, 2009. We do not expect our unrecognized tax benefits to change significantly over the next 12 months.

As a result of a 2006 Internal Revenue Service ("IRS") audit, we agreed to accrue at each December 31, for tax purposes only, a known amount of profit-sharing contingent commissions represented by the actual amount of profit-sharing contingent commissions received in the first quarter of the related year, with a true-up adjustment to the actual amount received by the end of the following March 31. Since this method for tax purposes differs from the method used for book purposes, it will result in a current deferred tax asset as of December 31 each year with that balance reversing by the following March 31 when the related profit-sharing contingent commissions are recognized for financial accounting purposes.

The Company is subject to taxation in the United States and various state jurisdictions. The Company is also subject to taxation in the United Kingdom. In the United States, federal returns for fiscal years 2007 through 2010 remain open and subject to examination by the Internal Revenue Service. The Company files and remits state income taxes in various states where the Company has determined it is required to file state income taxes. The Company's filings with those states remain open for audit for the fiscal years 2006 through 2010. In the United Kingdom, the Company's filings remain open for audit for the fiscal years 2008 through 2010. The Company currently has no ongoing federal, state or foreign income tax audits.

Employee Savings Plan

12 Months Ended

Dec. 31, 2010

Employee Savings Plan

Employee Savings Plan

NOTE 10

Employee Savings Plan

Brown & Brown has an Employee Savings Plan (401(k)) under which substantially all employees with more than 30 days of service are eligible to participate. Under this plan, Brown & Brown makes matching contributions, subject to a maximum of 2.5% of each participant's salary. Further, Brown & Brown provides for a discretionary profit-sharing contribution of 1.5% of the employee's salary for all eligible employees. Brown & Brown's contributions to the plan totaled $11,376,000 in 2010, $11,750,000 in 2009, and $11,061,000 in 2008.

- Definition

Description containing the entire pension and other postretirement benefits disclosure as a single block of text.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 158

-Paragraph 7, 21, 22

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5, 6, 7, 8

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 8

-Subparagraph m

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 106

-Paragraph 518

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 87

-Paragraph 264

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph b

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph a

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph h

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph q

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number FAS106-2

-Paragraph 20, 21, 22

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 03-2

-Paragraph 8

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 30

-Paragraph 26

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Implementation Guide (Q and A)

-Number FAS88

-Paragraph 63

+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2010

Stock-Based Compensation

Stock-Based Compensation

NOTE 11

Stock-Based Compensation

Stock Incentive Plan

On April 28, 2010, the shareholders of Brown & Brown, Inc. approved the 2010 Stock Incentive Plan (the "SIP") that provides for the granting of stock options, stock and/or stock appreciation rights to employees and Board members contingent on criteria established by the Compensation Committee of the Board of Directors of Brown & Brown, Inc. The principal purpose of the SIP is to attract, incentivize and retain key employees by offering those persons an opportunity to acquire or increase a direct proprietary interest in the Company's operations and future success. The SIP includes a sub-plan applicable to Decus Insurance Brokers Limited ("Decus") which, together with its parent company, Decus Holdings (U.K.) Limited, are the Company's only foreign subsidiaries. The shares of stock reserved for issuance under the Plan are any shares that are authorized to be issued under the Performance Stock Plan ("PSP") that are not already subject to grants under the PSP, and that were outstanding as of April 28, 2010, the date of suspension of the PSP, together with PSP shares and SIP shares that are forfeited after that date. As of April 28, 2010, 6,046,768 shares were available for issuance under the PSP.

In 2010, a grant of 187,040 shares was made under the SIP. This grant was conditioned upon the surrender of 187,040 shares previously granted under the PSP in 2009, which were accordingly treated as forfeited PSP shares. The vesting conditions of this grant were identical to those provided for in connection with the 2009 PSP grant; thus the target stock prices and the periods associated with satisfaction of the first and second conditions of vesting were unchanged. Additionally, grants totaling 5,205 shares were made in 2010 to Decus employees under the SIP sub-plan applicable to Decus. As of December 31, 2010, 38,449 shares met the first condition for vesting and had been awarded. At December 31, 2010, 6,340,384 shares are available for future grants, of which 1,507,755 of these shares are reserved for grants with PSP-type vesting conditions.

Performance Stock Plan

Brown & Brown has adopted and the shareholders have approved a performance stock plan, under which up to 14,400,000 PSP shares may be granted to key employees contingent on the employees' future years of service with Brown & Brown and other criteria established by the Compensation Committee of Brown & Brown's Board of Directors. Before participants may take full title to Performance Stock, two vesting conditions must be met. Of the grants currently outstanding, specified portions will satisfy the first condition for vesting based on 20% incremental increases in the 20-trading-day average stock price of Brown & Brown's common stock from the initial grant price specified by Brown & Brown. Performance Stock that has satisfied the first vesting condition is considered "awarded shares." Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted EPS. Dividends are paid on awarded shares and participants may exercise voting privileges on such shares. Awarded shares satisfy the second condition for vesting on the earlier of a participant's: (i) 15 years of continuous employment with Brown & Brown from the date shares are granted to the participants (or, in the case of the July 2009 grant to Powell Brown, 20 years); (ii) attainment of age 64; or (iii) death or disability. At December 31, 2010, 7,867,371 shares had been granted under the plan at initial stock prices ranging from $1.90 to $30.55. As of December 31, 2010, 3,391,519 shares met the first condition for vesting and had been awarded, and 2,075,517 shares satisfied both conditions for vesting and had been distributed to the participants. On April 28, 2010, the PSP was suspended and any remaining authorized but unissued shares, as well as any shares forfeited in the future, will be reserved for issuance under the SIP.

The Company uses a path-dependent lattice model to estimate the fair value of PSP grants on the grant date. A summary of PSP activity for the years ended December 31, 2010, 2009 and 2008 is as follows:


	Weighted- Average Grant Date Fair Value		Granted Shares			Awarded Shares			Shares Not Yet Awarded
Outstanding at January 1, 2008	$	6.38		5,574,956			4,686,732			888,224
Granted	$	9.41		2,607,885			—			2,607,885
Awarded	$	8.22		—			17,023			(17,023	)
Vested	$	6.41		(38,004	)		(38,004	)		—
Forfeited	$	11.78		(322,761	)		(36,530	)		(286,231	)

Outstanding at December 31, 2008	$	7.21		7,822,076			4,629,221			3,192,855

Granted	$	11.80		389,580			—			389,580
Awarded	$	—		—			—			—
Vested	$	6.05		(73,860	)		(73,860	)		—
Forfeited	$	10.42		(379,249	)		(131,925	)		(247,324	)

Outstanding at December 31, 2009	$	7.39		7,758,547			4,423,436			3,335,111

Granted	$	9.67		384,420			—			384,420
Awarded	$	9.49		—			474,113			(474,113	)
Vested	$	2.02		(1,388,789	)		(1,388,789	)		—
Forfeited	$	7.91		(962,324	)		(117,241	)		(845,083	)

Outstanding at December 31, 2010	$	7.32		5,791,854			3,391,519			2,400,335

The weighted average grant-date fair value of PSP grants for years ended December 31, 2010, 2009 and 2008 was $9.67, $11.80, and $9.41, respectively. The total fair market value of PSP grants that vested during each of the years ended December 31, 2010, 2009 and 2008 was $31,965,000, $1,412,000, and $685,000, respectively.

Employee Stock Purchase Plan

The Company has a shareholder-approved Employee Stock Purchase Plan ("ESPP") with a total of 12,000,000 authorized shares and 2,785,310 available for future subscriptions. Employees of the Company who regularly work more than 20 hours per week are eligible to participate in the ESPP. Participants, through payroll deductions, may allot up to 10% of their compensation, to a maximum of $25,000, to purchase Company stock between August 1 of each year to the following July 31st (the "Subscription Period") at a cost of 85% of the lower of the stock price as of the beginning or ending of the Subscription Period.

The Company estimates the fair value of an ESPP share option as of the beginning of the Subscription Period as the sum of: (1) 15% of the quoted market price of the Company's stock on the day prior to the beginning of the Subscription Period, and (2) 85% of the value of a one-year stock option on the Company stock using the Black-Scholes option-pricing model. The estimated fair value of an ESPP share option as of the Subscription Period beginning in August 2010 was $4.01. The fair value of an ESPP share option as of the Subscription Periods beginning in August 2009 and 2008, was $5.78 and $4.41, respectively.

For the plan years ended July 31, 2010, 2009 and 2008, the Company issued 500,334, 579,104 and 672,222 shares of common stock in August 2010, 2009 and 2008, respectively. These shares were issued at an aggregate purchase price of $8,325,548 or $16.64 per share in 2010, $9,358,000 or $16.16 per share in 2009 and $10,036,000 or $14.93 per share in 2008.

For the five months ended December 31, 2010, 2009 and 2008 of the 2010-2011, 2009-2010 and 2008-2009 plan years, 206,201, 250,414 and 257,643 shares of common stock (from authorized but unissued shares), respectively, were subscribed to by participants for proceeds of approximately $3,400,000, $3,826,000 and $4,164,000, respectively.

Incentive Stock Option Plan

On April 21, 2000, Brown & Brown adopted, and the shareholders approved, a qualified incentive stock option plan (the "ISOP") that provides for the granting of stock options to certain key employees for up to 4,800,000 shares of common stock. On December 31, 2008, the ISOP expired. The objective of the ISOP was to provide additional performance incentives to grow Brown & Brown's pre-tax income in excess of 15% annually. The options were granted at the most recent trading day's closing market price and vest over a one-to-10-year period, with a potential acceleration of the vesting period to three to six years based upon achievement of certain performance goals. All of the options expire 10 years after the grant date.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options on the grant date. The Company granted 1,445,000 option shares during the year ended December 31, 2008 under the ISOP but did not grant any options during the year ended December 31, 2007. The weighted average fair value of the incentive stock options granted during 2008 estimated on the date of grant, using the Black-Scholes option-pricing model, was $4.92 per share. The fair value of these options granted was estimated on the date of grant using the following assumptions: dividend yield of 1.41%; expected volatility of 26.0%; risk-free interest rate of 3.14%; and an expected term of six years.

The risk-free interest rate is based upon the U.S. Treasury yield curve on the date of grant with a remaining term approximating the expected term of the option granted. The expected term of the options granted is derived from historical data; grantees are divided into two groups based upon expected exercise behavior and are considered separately for valuation purposes. The expected volatility is based upon the historical volatility of the Company's common stock over the period of time equivalent to the expected term of the options granted. The dividend yield is based upon the Company's best estimate of future dividend yield.

A summary of stock option activity for the years ended December 31, 2010, 2009 and 2008 is as follows:


Stock Options	Shares Under Option			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term *(in years)*		Aggregate Intrinsic Value *(in thousands)*
Outstanding at January 1, 2008		1,253,468		$	12.49		4.3	$	22,679

Granted		1,445,000		$	18.48
Exercised		(223,453	)	$	4.84
Forfeited		—			—
Expired		—			—

Outstanding at December 31, 2008		2,475,015		$	16.68		6.9	$	22,587

Granted		—			—
Exercised		(69,659	)	$	4.84
Forfeited		(16,672	)	$	15.40
Expired		—			—

Outstanding at December 31, 2009		2,388,684		$	17.03		6.1	$	21,629

Granted		—			—
Exercised		(313,514	)	$	13.13
Forfeited		(200,000	)	$	18.48
Expired		—			—

Outstanding at December 31, 2010		1,875,170		$	17.53		5.4	$	17,147


Ending vested and expected to vest at December 31, 2010		1,875,170		$	17.53		5.4	$	17,147
Exercisable at December 31, 2010		257,040		$	17.92		6.0	$	1,546
Exercisable at December 31, 2009		317,020		$	12.68		2.4	$	1,676
Exercisable at December 31, 2008		383,701		$	11.22		3.0	$	3,715

The following table summarizes information about stock options outstanding at December 31, 2010:


Options Outstanding							Options Exercisable
Exercise Price	Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$15.78		673,636		2.2	$	15.78		58,972	$	15.78
$22.06		12,000		4.0	$	22.06		4,534	$	22.06
$18.48		1,189,534		7.2	$	18.48		193,534	$	18.48

Totals		1,875,170		5.4	$	17.53		257,040	$	17.92

The weighted average grant-date fair value of stock options granted during the years ended December 31, 2010, 2009 and 2008 was $0.00, $0.00 and $4.92, respectively. The total intrinsic value of options exercised, determined as of the date of exercise, during the years ended December 31, 2010, 2009 and 2008 was $2,344,000, $948,000, and $3,298,000, respectively. The total intrinsic value is calculated as the difference between the exercise price of all underlying awards and the quoted market price of the Company's stock for all in-the-money stock options at December 31, 2010, 2009 and 2008, respectively.

There are no option shares available for future grant under the ISOP since this plan expired as of December 31, 2008.

Summary of Non-Cash Stock-Based Compensation Expense

The non-cash stock-based compensation expense for the years ended December 31 is as follows:


(in thousands)	2010		2009		2008
Performance Stock Plan	$	2,836	$	2,878	$	2,761
Employee Stock Purchase Plan		2,511		2,878		2,951
Incentive Stock Option Plan		1,438		1,602		1,602
Stock Incentive Plan		60		—		—

Total	$	6,845	$	7,358	$	7,314

Summary of Unrecognized Compensation Expense

As of December 31, 2010, there was approximately $26.7 million of unrecognized compensation expense related to all non-vested share-based compensation arrangements granted under the Company's stock-based compensation plans. That expense is expected to be recognized over a weighted-average period of 9.3 years.

Supplemental Disclosures of Cash Flow Information

12 Months Ended

Dec. 31, 2010

Supplemental Disclosures of Cash Flow Information

Supplemental Disclosures of Cash Flow Information

NOTE 12

Supplemental Disclosures of Cash Flow Information

Brown & Brown's significant non-cash investing and financing activities for the years ended December 31 are summarized as follows:


(in thousands)	2010		2009			2008
Unrealized holding gain (loss) on available-for-sale securities, net of tax effect of $1 for 2010, net of tax benefit of $5 for 2009 and net of tax benefit of $0 for 2008		2		(8	)		—
Notes payable issued or assumed for purchased customer accounts	$	3,821	$	22,645		$	15,987
Estimated acquisition earn-out payables and related charges	$	25,090	$	7,226		$	—
Notes received on the sale of fixed assets and customer accounts	$	1,825	$	(958	)	$	3,610

Commitments and Contingencies

12 Months Ended

Dec. 31, 2010

Commitments and Contingencies

Commitments and Contingencies

NOTE 13

Commitments and Contingencies

Operating Leases

Brown & Brown leases facilities and certain items of office equipment under non-cancelable operating lease arrangements expiring on various dates through 2020. The facility leases generally contain renewal options and escalation clauses based upon increases in the lessors' operating expenses and other charges. Brown & Brown anticipates that most of these leases will be renewed or replaced upon expiration. At December 31, 2010, the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows:


(in thousands)
2011	$	24,491
2012		19,804
2013		15,345
2014		12,345
2015		9,174
Thereafter		13,983

Total minimum future lease payments	$	95,142

Rental expense in 2010, 2009 and 2008 for operating leases totaled $35,216,000, $37,598,000, and $36,032,000, respectively.

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 carriers 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.

Quarterly Operating Results

12 Months Ended

Dec. 31, 2010

Quarterly Operating Results

Quarterly Operating Results

NOTE 14

Quarterly Operating Results (Unaudited)

Quarterly operating results for 2010 and 2009 were as follows:


(in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2010
Total revenues	$	252,273	$	243,665	$	247,616	$	229,938
Total expenses	$	179,189	$	175,652	$	174,582	$	177,971
Income before income taxes	$	73,084	$	68,013	$	73,034	$	51,967
Net income	$	44,128	$	41,185	$	44,293	$	32,146
Net income per share:
Basic	$	0.31	$	0.29	$	0.31	$	0.23
Diluted	$	0.31	$	0.29	$	0.31	$	0.22

2009
Total revenues	$	263,580	$	246,369	$	243,766	$	214,162
Total expenses	$	184,373	$	179,390	$	176,275	$	173,085
Income before income taxes	$	79,207	$	66,979	$	67,491	$	41,077
Net income	$	48,012	$	40,668	$	40,961	$	23,653
Net income per share:
Basic	$	0.34	$	0.29	$	0.29	$	0.17
Diluted	$	0.34	$	0.29	$	0.29	$	0.17

Quarterly financial information is affected by seasonal variations. The timing of profit-sharing contingent commissions, policy renewals and acquisitions may cause revenues, expenses and net income to vary significantly between quarters.

- Definition

This element can be used to disclose the entire quarterly financial data disclosure in the annual financial statements as a single block of text. The disclosure includes a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income (loss) before extraordinary items and cumulative effect of a change in accounting principle and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished. Alternatively, the details of this disclosure can be reported using the elements in this group, or by using other taxonomy elements and applying the appropriate quarterly date and period contexts when creating an instance document. For example, the element for "Interest and Dividend Income, Operating" may be used by financial institutions from the Statement of Income, applying the appropriate quarterly date and period context when creating an instance document.

+ References+ Details

Segment Information

12 Months Ended

Dec. 31, 2010

Segment Information

Segment Information

NOTE 15

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 to 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 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 which commenced business in March 2008. This operation earned $9.9 million, $6.6 million and $2.6 million of total revenues for the years ended December 31, 2010, 2009 and 2008, respectively.

The accounting policies of the reportable segments are the same as those described in Note 1. Brown & Brown evaluates the performance of its segments based upon revenues and income before income taxes. Inter-segment revenues are eliminated.

Summarized financial information concerning Brown & Brown's reportable segments 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.


	Year Ended December 31, 2010
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	575,061	$	189,165	$	158,699	$	46,447	$	4,120		$	973,492
Investment income	$	170	$	1	$	29	$	15	$	1,111		$	1,326
Amortization	$	30,725	$	9,213	$	10,201	$	1,264	$	39		$	51,442
Depreciation	$	5,349	$	3,049	$	2,695	$	352	$	1,194		$	12,639
Interest expense	$	27,037	$	3,242	$	10,770	$	2,592	$	(29,170	)	$	14,471
Income before income taxes	$	128,026	$	74,941	$	25,234	$	7,693	$	30,204		$	266,098
Total assets	$	1,914,587	$	667,123	$	631,344	$	145,321	$	(957,561	)	$	2,400,814
Capital expenditures	$	4,852	$	2,432	$	1,838	$	419	$	913		$	10,454


	Year Ended December 31, 2009
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	583,374	$	190,593	$	158,341	$	32,743	$	2,826		$	967,877
Investment income	$	282	$	3	$	62	$	23	$	791		$	1,161
Amortization	$	29,943	$	9,175	$	10,239	$	462	$	38		$	49,857
Depreciation	$	6,060	$	2,725	$	2,894	$	333	$	1,228		$	13,240
Interest expense	$	31,596	$	5,365	$	14,289	$	668	$	(37,319	)	$	14,599
Income before income taxes	$	121,769	$	70,436	$	17,030	$	6,996	$	38,523		$	254,754
Total assets	$	1,764,249	$	627,392	$	618,704	$	47,829	$	(833,948	)	$	2,224,226
Capital expenditures	$	3,459	$	4,318	$	3,201	$	160	$	172		$	11,310


	Year Ended December 31, 2008
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	590,238	$	178,286	$	170,645	$	32,144	$	6,241		$	977,554
Investment income	$	999	$	327	$	1,414	$	13	$	3,326		$	6,079
Amortization	$	26,827	$	9,098	$	10,205	$	462	$	39		$	46,631
Depreciation	$	6,061	$	2,693	$	2,892	$	421	$	1,219		$	13,286
Interest expense	$	30,287	$	7,531	$	18,033	$	751	$	(41,912	)	$	14,690
Income before income taxes	$	138,595	$	63,287	$	17,593	$	7,153	$	45,870		$	272,498
Total assets	$	1,687,137	$	607,599	$	618,662	$	45,360	$	(839,178	)	$	2,119,580
Capital expenditures	$	4,152	$	2,867	$	4,794	$	301	$	2,001		$	14,115