View Filing Data

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2013	May 04, 2013
Document Documentand Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	BRO
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		144,032,357

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
REVENUES
Commissions and fees	$ 333,793	$ 296,533
Investment income	186	135
Other income, net	1,033	5,818
Total revenues	335,012	302,486
EXPENSES
Employee compensation and benefits	159,498	149,596
Non-cash stock-based compensation	3,850	3,747
Other operating expenses	46,339	43,400
Amortization	16,161	15,613
Depreciation	4,167	3,641
Interest	3,984	4,087
Change in estimated acquisition earn-out payables	1,522	(388)
Total expenses	235,521	219,696
Income before income taxes	99,491	82,790
Income taxes	39,360	33,357
Net income	$ 60,131	$ 49,433
Net income per share:
Basic	$ 0.42	$ 0.34
Diluted	$ 0.41	$ 0.34
Weighted average number of shares outstanding:
Basic	140,796	139,001
Diluted	142,947	141,500
Dividends declared per share	$ 0.090	$ 0.085

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 340,206	$ 219,821
Restricted cash and investments	186,768	164,564
Short-term investments	7,228	8,183
Premiums, commissions and fees receivable	303,882	302,725
Deferred income taxes	16,041	24,408
Other current assets	27,488	39,811
Total current assets	881,613	759,512
Fixed assets, net	73,067	74,337
Goodwill	1,709,279	1,711,514
Amortizable intangible assets, net	550,689	566,538
Other assets	15,712	16,157
Total assets	3,230,360	3,128,058
Current Liabilities:
Premiums payable to insurance companies	443,290	406,704
Premium deposits and credits due customers	25,343	32,867
Accounts payable	63,303	48,524
Accrued expenses and other liabilities	85,285	79,593
Current portion of long-term debt	93	93
Total current liabilities	617,314	567,781
Long-term debt	450,000	450,000
Deferred income taxes, net	244,883	237,630
Other liabilities	58,907	65,314
Shareholders' Equity:
Common stock, par value $0.10 per share; authorized 280,000 shares; issued and outstanding 143,990 at 2013 and 143,878 at 2012	14,399	14,388
Additional paid-in capital	340,606	335,872
Retained earnings	1,504,251	1,457,073
Total shareholders' equity	1,859,256	1,807,333
Total liabilities and shareholders' equity	$ 3,230,360	$ 3,128,058

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	280,000	280,000
Common stock, shares issued	143,990	143,878
Common stock, shares outstanding	143,990	143,878

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net income	$ 60,131	$ 49,433
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization	16,161	15,613
Depreciation	4,167	3,641
Non-cash stock-based compensation	3,850	3,747
Change in estimated acquisition earn-out payables	1,522	(388)
Deferred income taxes	15,620	18,435
Income tax benefit from exercise of shares from the stock benefit plans	(252)	(29)
Net gain on sales of investments, fixed assets and customer accounts	(383)	(2,988)
Payments on acquisition earn-outs in excess of original estimated payables	(1,618)
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Restricted cash and investments (increase)	(22,204)	(58,984)
Premiums, commissions and fees receivable decrease (increase)	262	(6,491)
Other assets decrease	12,919	1,858
Premiums payable to insurance companies increase	36,586	28,897
Premium deposits and credits due customers (decrease) increase	(7,524)	1,056
Accounts payable increase	19,308	22,484
Accrued expenses and other liabilities increase (decrease)	5,788	(37,221)
Other liabilities (decrease)	(7,312)	(13,275)
Net cash provided by operating activities	137,021	25,788
Cash flows from investing activities:
Additions to fixed assets	(2,947)	(5,905)
Payments for businesses acquired, net of cash acquired	(61)	(341,758)
Proceeds from sales of fixed assets and customer accounts	243	4,103
Purchases of investments	(1,629)	(1,308)
Proceeds from sales of investments	2,585	1,328
Net cash used in investing activities	(1,809)	(343,540)
Cash flows from financing activities:
Payments on acquisition earn-outs	(2,701)	(133)
Proceeds from long-term debt		200,000
Payments on long-term debt		(614)
Borrowings on revolving credit facilities		100,000
Payments on revolving credit facilities		(100,000)
Income tax benefit from exercise of shares from the stock benefit plans	252	29
Issuances of common stock for employee stock benefit plans	625	287
Repurchase stock benefit plan shares for employees to fund tax withholdings	(50)	(224)
Cash dividends paid	(12,953)	(12,184)
Net cash (used in) provided by financing activities	(14,827)	187,161
Net increase (decrease) in cash and cash equivalents	120,385	(130,591)
Cash and cash equivalents at beginning of period	219,821	286,305
Cash and cash equivalents at end of period	$ 340,206	$ 155,714

Nature of Operations	3 Months Ended
Nature of Operations	Mar. 31, 2013
Accounting Policies [Abstract]
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 area. Brown & Brown’s business is divided into four reportable segments: the Retail Division, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, professional and individual customers; the 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 provides professional liability and related package products for certain professionals delivered through nationwide networks of independent agents, and markets targeted products and services designated for specific industries, trade groups, public and quasi-public 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, Social Security disability and Medicare benefits advocacy services, and catastrophe claims adjusting services.

Basis of Financial Reporting	3 Months Ended
Basis of Financial Reporting	Mar. 31, 2013
Condensed Financial Information Of Parent Company Only Disclosure [Abstract]
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, 2012. Results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References + Details

Net Income Per Share

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Net Income Per Share

NOTE 3· Net Income Per Share

Accounting Standards Codification (“ASC”) Topic 260 — Earnings Per Share is the 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 and 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 number 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. The following is a reconciliation between basic and diluted weighted average shares outstanding:


	For the three months ended March 31,
(in thousands, except per share data)	2013			2012
Net income	$	60,131		$	49,433
Net income attributable to unvested awarded performance stock		(1,308	)		(1,499	)

Net income attributable to common shares	$	58,823		$	47,934

Weighted average number of common shares outstanding – basic		143,926			143,347
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic		(3,130	)		(4,346	)

Weighted average number of common shares outstanding for basic earnings per common share		140,796			139,001
Dilutive effect of stock options		2,151			2,499

Weighted average number of shares outstanding – diluted		142,947			141,500

Net income per share:
Basic	$	0.42		$	0.34

Diluted	$	0.41		$	0.34

Business Combinations

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Business Combinations

NOTE 4· Business Combinations

Acquisitions in 2013

During the three months ended March 31, 2013, Brown & Brown did not acquire any insurance intermediaries, however there were miscellaneous adjustments to the purchase price allocation of certain prior acquisitions acquired within the last twelve months as permitted by ASC Topic 805 — Business Combinations (“ASC 805”). 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 the 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 805. For the three months ended March 31, 2013, several adjustments were made within the permitted measurement period that resulted in reduction to the aggregate purchase price of the applicable acquisitions of $1,071,000, including $61,000 of cash payments, a reduction of $454,000 in other payables, the assumption of $43,000 of liabilities and the reduction of $721,000 in recorded earn-out payables.

The following table summarizes the adjustments made to the aggregate purchase price allocations as of the date of each acquisition:


(in thousands)
Name	Business Segment	2012 Date of Acquisition		Cash Paid		Other Payable			Recorded Earn-out Payable			Net Assets Acquired
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services		January 9	$	—	$	(454	)	$	—		$	(454	)
Insurcorp & GGM Investments LLC	Retail		May 1		—		—			(834	)		(834	)
Richard W. Endlar Insurance Agency, Inc.	Retail		May 1		—		—			220			220
Texas Security General Insurance Agency, Inc.	Wholesale/ Brokerage		Sept 1		—		—			(107	)		(107	)
Other	Various		Various		61		—			—			61

Total				$	61	$	(454	)	$	(721	)	$	(1,114	)

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


(in thousands)	Arrowhead			Insurcorp			Endlar		Texas Security			Other			Total
Other current assets	$	—		$	—		$	—	$	25		$	1,419		$	1,444
Goodwill		(454	)		(566	)		216		(843	)		(1,214	)		(2,861	)
Purchased customer accounts		—			(268	)		4		708			(98	)		346

Total assets acquired		(454	)		(834	)		220		(110	)		107			(1,071	)
Other current liabilities		—			—			—		3			(46	)		(43	)

Net assets acquired	$	(454	)	$	(834	)	$	220	$	(107	)	$	61		$	(1,114	)

Acquisitions in 2012

During three months ended March 31, 2012, Brown & Brown acquired the assets and assumed certain liabilities of two insurance intermediaries, and all of the stock of one insurance intermediary. The aggregate purchase price of these acquisitions was $559,241,000, including $401,247,000 of cash payments, the issuance of $21,391,000 in other payables, the assumption of $131,889,000 of liabilities and $4,714,000 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 personnel. 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 acquisitions made in 2012 have been accounted for as business combinations and are as follows:


(in thousands)
Name	Business Segment	2012 Date of Acquisition		Cash Paid		Note Payable		Other Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services		January 9	$	397,531	$	—	$	21,391	$	3,634	$	422,556	$	5,000
Other	Various		Various		3,716		—		—		1,080		4,796		3,488

Total				$	401,247	$	—	$	21,391	$	4,714	$	427,352	$	8,488

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


(in thousands)	Arrowhead			Other			Total
Cash	$	62,396		$	—		$	62,396
Other current assets		66,828			110			66,938
Fixed assets		4,743			25			4,768
Goodwill		320,145			2,899			323,044
Purchased customer accounts		100,072			1,828			101,900
Non-compete agreements		100			54			154
Other assets		41			—			41

Total assets acquired		554,325			4,916			559,241
Other current liabilities		(105,118	)		(120	)		(105,238	)
Deferred income taxes, net		(26,651	)		—			(26,651	)


Total liabilities assumed		(131,769	)		(120	)		(131,889	)

Net assets acquired	$	422,556		$	4,796		$	427,352

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

Goodwill of $323,044,000, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Divisions in the amounts of $2,088,000, $253,901,000, $811,000 and $66,244,000, respectively. Of the total goodwill of $323,044,000, $3,226,000 is currently deductible for income tax purposes and $315,104,000 is non-deductible. The remaining $4,714,000 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 2012 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, 2012, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2012, were $27,712,000 and $362,000, 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)	2012		2011
Total revenues	$	304,916	$	289,935
Income before income taxes	$	83,481	$	84,178
Net income	$	49,846	$	50,826

Net income per share:
Basic	$	0.35	$	0.36
Diluted	$	0.34	$	0.35

Weighted average number of shares outstanding:
Basic		139,001		138,351
Diluted		141,500		140,648

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 2013 as a result of these adjustments totaled $626,000, all of which was allocated to goodwill. Of the $626,000 net additional consideration paid, $626,000 was issued as an other payable. The net additional consideration paid by the Company in 2012 as a result of these adjustments totaled $2,907,000, all of which was allocated to goodwill. Of the $2,907,000 net additional consideration paid, $2,907,000 was paid in cash.

As of March 31, 2013, the maximum future contingency payments related to all acquisitions totaled $147,631,000, all of which relates to acquisitions consummated subsequent to January 1, 2009.

ASC Topic 805 — Business Combinations is the 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. 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. As a result, 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 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.

As of March 31, 2013 and 2012, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3). The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the three months ended March 31, 2013 and 2012, were as follows:


	For the three months ended March 31,
(in thousands)	2013			2012
Balance as of the beginning of the period	$	52,987		$	47,715
Additions to estimated acquisition earn-out payables		(721	)		4,714
Payments for estimated acquisition earn-out payables		(4,319	)		(133	)

Subtotal		47,947			52,296

Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		997			(970	)
Interest expense accretion		525			582

Net change in earnings from estimated acquisition earn-out payables		1,522			(388	)

Balance as of March 31	$	49,469		$	51,908

Of the $49,469,000 estimated acquisition earn-out payables as of March 31, 2013, $15,781,000 was recorded as accounts payable and $33,688,000 was recorded as other non-current liabilities. Of the $51,908,000 in estimated acquisition earn-out payables as of March 31, 2012, $8,782,000 was recorded as accounts payable and $43,126,000 was recorded as other non-current liabilities.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1383-128463

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph F4
-Subparagraph e
-Appendix F

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Goodwill

3 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

NOTE 5· 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, 2012, and identified no impairment as a result of the evaluation.

The changes in the carrying value of goodwill by operating segment for the three months ended March 31, 2013 are as follows:


(in thousands)	Retail			National Programs		Wholesale Brokerage			Services		Total
Balance as of January 1, 2013	$	876,219		$	439,180	$	288,054		$	108,061	$	1,711,514
Goodwill of acquired businesses		(1,564	)		172		(843	)		—		(2,235	)

Balance as of March 31, 2013	$	874,655		$	439,352	$	287,211		$	108,061	$	1,709,279

- Definition

The entire disclosure for 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 (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.

+ References + Details

Amortizable Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Amortizable Intangible Assets

NOTE 6· Amortizable Intangible Assets

Amortizable intangible assets at March 31, 2013 and December 31, 2012, consisted of the following:


	March 31, 2013									December 31, 2012
(in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Life (years)(1)		Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Life (years)(1)
Purchased customer accounts	$	1,005,316	$	(455,633	)	$	549,683		14.9	$	1,005,031	$	(439,623	)	$	565,408		14.9
Non-compete agreements		25,320		(24,314	)		1,006		7.2		25,320		(24,190	)		1,130		7.2

Total	$	1,030,636	$	(479,947	)	$	550,689			$	1,030,351	$	(463,813	)	$	566,538

Amortization expense for amortizable intangible assets for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, is estimated to be $64,101,000, $63,039,000, $61,749,000, $57,169,000, and $54,457,000, respectively.

(1)	Weighted average life calculated as of the date of acquisition.

Long-Term Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 7· Long-Term Debt

Long-term debt at March 31, 2013 and December 31, 2012, consisted of the following:


(in thousands)	2013			2012
Unsecured senior notes	$	450,000		$	450,000
Acquisition notes payable		93			93
Revolving credit facility		—			—

Total debt		450,093			450,093
Less current portion		(93	)		(93	)

Long-term debt	$	450,000		$	450,000

In July 2004, the Company completed a private placement of $200.0 million of unsecured senior notes (the “Notes”). The $200.0 million was divided into two series: (1) Series A, which closed on September 15, 2004, for $100.0 million due in 2011 and bore 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. On September 15, 2011, the $100.0 million of Series A Notes were redeemed on their normal maturity date. As of March 31, 2013 and December 31, 2012, there was an outstanding balance on the Notes of $100.0 million.

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”). On September 30, 2009, the Company and the Purchaser amended the Master Agreement to extend the term of the agreement until August 20, 2012. 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 unsecured senior 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. On September 15, 2011, and pursuant to a Confirmation of Acceptance, dated January 21, 2011 (the “Confirmation”), in connection with the Master Agreement, $100.0 million in Series E Senior Notes due September 15, 2018, with a fixed interest rate of 4.50% per year, were issued. The Series E Senior Notes were issued for the sole purpose of retiring the Series A Senior Notes. As of March 31, 2013, and December 31, 2012, there was an outstanding debt balance issued under the provisions of the Master Agreement of $150.0 million. The Master Agreement expired on September 30, 2012 and was not extended.

On October 12, 2012, the Company entered into a Master Note Facility Agreement (the “New Master Agreement”) with another national insurance company (the “New Purchaser”). The New Purchaser also purchased Notes issued by the Company in 2004. The New Master Agreement provides for a $125.0 million private uncommitted “shelf” facility for the issuance of unsecured senior 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 New Master Agreement includes various covenants, limitations and events of default similar to the Master Agreement. At March 31, 2013 and December 31, 2012, there were no borrowings against this facility.

On June 12, 2008, the Company entered into an Amended and Restated Revolving Loan Agreement dated as of June 3, 2008 (the “Prior Loan Agreement”), with a national banking institution, amending and restating the 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. At March 31, 2013 and December 31, 2012, there were no borrowings against this facility.

On January 9, 2012, the Company entered into: (1) an amended and restated revolving and term loan credit agreement (the “SunTrust Agreement”) with SunTrust Bank (“SunTrust”) that provides for (a) a $100.0 million term loan (the “SunTrust Term Loan”) and (b) a $50.0 million revolving line of credit (the “SunTrust Revolver”) and (2) a $50.0 million promissory note (the “JPM Note”) in favor of JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to a letter agreement executed by JP Morgan (together with the JPM Note, (the “JPM Agreement”) that provided for a $50.0 million uncommitted line of credit bridge facility (the “JPM Bridge Facility”). The SunTrust Term Loan, the SunTrust Revolver and the JPM Bridge Facility were each funded on January 9, 2012, and provided the financing for the Arrowhead acquisition. The SunTrust Agreement amended and restated the Prior Loan Agreement.

The maturity date for the SunTrust Term Loan and the SunTrust Revolver is December 31, 2016, at which time all outstanding principal and unpaid interest will be due. Both the SunTrust Term Loan and the SunTrust Revolver may be increased by up to $50.0 million (bringing the total available to $150.0 million for the SunTrust Term Loan and $100.0 million for the SunTrust Revolver). The calculation of interest and fees for the SunTrust Agreement is generally based on the Company’s funded debt-to-EBITDA ratio. Interest is charged at a rate equal to 1.00% to 1.40% above LIBOR or 1.00% below the Base Rate, each as more fully described in the SunTrust Agreement. Fees include an up-front fee, an availability fee of 0.175% to 0.25%, and a letter of credit margin fee of 1.00% to 1.40%. The obligations under the SunTrust Term Loan and SunTrust Revolver are unsecured and the SunTrust Agreement includes various covenants, limitations and events of default that are customary for similar facilities for similar borrowers and that are substantially similar to those contained in the Prior Loan Agreement.

The maturity date for the JPM Bridge Facility was February 3, 2012, at which time all outstanding principal and unpaid interest would have been due. On January 26, 2012, the Company entered into a term loan agreement (the “JPM Agreement”) with JPMorgan that provided for a $100.0 million term loan (the “JPM Term Loan”). The JPM Term Loan was fully funded on January 26, 2012, and provided the financing to fully repay (1) the JPM Bridge Facility and (2) the SunTrust Revolver. As a result of the January 26, 2012 financing and repayments, the JPM Bridge Facility was terminated and the SunTrust Revolver’s amount outstanding was reduced to zero.

The maturity date for the JPM Term Loan is December 31, 2016, at which time all outstanding principal and unpaid interest will be due. Interest is charged at a rate equal to the Alternative Base Rate or 1.00% above the Adjusted LIBOR Rate, each as more fully described in the JPM Agreement. Fees include an up-front fee. The obligations under the JPM Term Loan are unsecured and the JPM Agreement includes various covenants, limitations and events of default that are customary for similar facilities for similar borrowers.

The 30-day LIBOR and Adjusted LIBOR Rate as of March 31, 2013 were 0.20% and 0.25%, respectively.

The Notes, the Master Agreement, the SunTrust Agreement and the JPM Agreement all require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of March 31, 2013 and December 31, 2012.

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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

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

3 Months Ended

Mar. 31, 2013

Supplemental Cash Flow Elements [Abstract]

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

NOTE 8· Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities


	For the three months ended March 31,
(in thousands)	2013		2012
Cash paid during the period for:
Interest	$	4,827	$	5,241
Income taxes	$	5,379	$	4,063

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


	For the three months ended March 31,
(in thousands)	2013			2012
Other payable issued for purchased customer accounts	$	172		$	21,391
Estimated acquisition earn-out payables and related charges	$	(721	)	$	4,714
Notes received on the sale of fixed assets and customer accounts	$	126		$	431

Legal and Regulatory Proceedings	3 Months Ended
Legal and Regulatory Proceedings	Mar. 31, 2013
Commitments And Contingencies Disclosure [Abstract]
Legal and Regulatory Proceedings	NOTE 9· 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.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Segment Information

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Information

NOTE 10· 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 provides professional liability and related package products for certain professionals delivered through nationwide networks of independent agents, and 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 service, Social Security disability and Medicare benefits advocacy services and catastrophe claims adjusting 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 $3.0 million and $2.7 million of total revenues for the three months ended March 31, 2013 and 2012, respectively. Additionally, this operation earned $9.7 million of total revenues for the year ended December 31, 2012. Long-lived assets held outside of the United States during the three months ended March 31, 2013 and 2012 were not material.

The accounting policies of the reportable segments are the same as those described in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. 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.


	For the three months ended March 31, 2013
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	174,568	$	68,940	$	48,697	$	42,647	$	160		$	335,012
Investment income	$	23	$	5	$	5	$	1	$	152		$	186
Amortization	$	8,811	$	3,519	$	2,897	$	924	$	10		$	16,161
Depreciation	$	1,371	$	1,248	$	707	$	397	$	444		$	4,167
Interest expense	$	6,200	$	5,694	$	755	$	1,921	$	(10,586	)	$	3,984
Income before income taxes	$	46,211	$	14,012	$	10,362	$	13,953	$	14,953		$	99,491
Total assets	$	2,483,391	$	1,194,383	$	882,273	$	248,882	$	(1,578,569	)	$	3,230,360
Capital expenditures	$	1,335	$	892	$	536	$	119	$	65		$	2,947


	For the three months ended March 31, 2012
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	167,204	$	64,607	$	43,304	$	25,830	$	1,541		$	302,486
Investment income	$	25	$	—	$	6	$	—	$	104		$	135
Amortization	$	8,527	$	3,176	$	2,787	$	1,113	$	10		$	15,613
Depreciation	$	1,258	$	1,142	$	656	$	225	$	360		$	3,641
Interest expense	$	6,934	$	6,652	$	1,226	$	1,520	$	(12,245	)	$	4,087
Income before income taxes	$	42,200	$	15,957	$	8,877	$	2,987	$	12,769		$	82,790
Total assets	$	2,188,467	$	1,154,666	$	768,444	$	269,623	$	(1,363,753	)	$	3,017,447
Capital expenditures	$	1,061	$	2,416	$	1,174	$	361	$	893		$	5,905

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Reconciliation between Basic and Diluted Weighted Average Shares Outstanding

The following is a reconciliation between basic and diluted weighted average shares outstanding:


	For the three months ended March 31,
(in thousands, except per share data)	2013			2012
Net income	$	60,131		$	49,433
Net income attributable to unvested awarded performance stock		(1,308	)		(1,499	)

Net income attributable to common shares	$	58,823		$	47,934

Weighted average number of common shares outstanding – basic		143,926			143,347
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic		(3,130	)		(4,346	)

Weighted average number of common shares outstanding for basic earnings per common share		140,796			139,001
Dilutive effect of stock options		2,151			2,499

Weighted average number of shares outstanding – diluted		142,947			141,500

Net income per share:
Basic	$	0.42		$	0.34

Diluted	$	0.41		$	0.34

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2013

Acquisitions Accounted for as Business Combinations

The acquisitions made in 2012 have been accounted for as business combinations and are as follows:


(in thousands)
Name	Business Segment	2012 Date of Acquisition		Cash Paid		Note Payable		Other Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services		January 9	$	397,531	$	—	$	21,391	$	3,634	$	422,556	$	5,000
Other	Various		Various		3,716		—		—		1,080		4,796		3,488

Total				$	401,247	$	—	$	21,391	$	4,714	$	427,352	$	8,488

Estimated Fair Values of Aggregate Assets and Liabilities Acquired

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


(in thousands)	Arrowhead			Other			Total
Cash	$	62,396		$	—		$	62,396
Other current assets		66,828			110			66,938
Fixed assets		4,743			25			4,768
Goodwill		320,145			2,899			323,044
Purchased customer accounts		100,072			1,828			101,900
Non-compete agreements		100			54			154
Other assets		41			—			41

Total assets acquired		554,325			4,916			559,241
Other current liabilities		(105,118	)		(120	)		(105,238	)
Deferred income taxes, net		(26,651	)		—			(26,651	)


Total liabilities assumed		(131,769	)		(120	)		(131,889	)

Net assets acquired	$	422,556		$	4,796		$	427,352

Results of Operations

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)	2012		2011
Total revenues	$	304,916	$	289,935
Income before income taxes	$	83,481	$	84,178
Net income	$	49,846	$	50,826

Net income per share:
Basic	$	0.35	$	0.36
Diluted	$	0.34	$	0.35

Weighted average number of shares outstanding:
Basic		139,001		138,351
Diluted		141,500		140,648

Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables

The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the three months ended March 31, 2013 and 2012, were as follows:


	For the three months ended March 31,
(in thousands)	2013			2012
Balance as of the beginning of the period	$	52,987		$	47,715
Additions to estimated acquisition earn-out payables		(721	)		4,714
Payments for estimated acquisition earn-out payables		(4,319	)		(133	)

Subtotal		47,947			52,296

Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		997			(970	)
Interest expense accretion		525			582

Net change in earnings from estimated acquisition earn-out payables		1,522			(388	)

Balance as of March 31	$	49,469		$	51,908

Adjustments To Aggregate Purchase Price Allocations[Member]

Acquisitions Accounted for as Business Combinations

The following table summarizes the adjustments made to the aggregate purchase price allocations as of the date of each acquisition:


(in thousands)
Name	Business Segment	2012 Date of Acquisition		Cash Paid		Other Payable			Recorded Earn-out Payable			Net Assets Acquired
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services		January 9	$	—	$	(454	)	$	—		$	(454	)
Insurcorp & GGM Investments LLC	Retail		May 1		—		—			(834	)		(834	)
Richard W. Endlar Insurance Agency, Inc.	Retail		May 1		—		—			220			220
Texas Security General Insurance Agency, Inc.	Wholesale/ Brokerage		Sept 1		—		—			(107	)		(107	)
Other	Various		Various		61		—			—			61

Total				$	61	$	(454	)	$	(721	)	$	(1,114	)

Adjustments made to estimated fair value of assets and liabilities acquired [Member]

Estimated Fair Values of Aggregate Assets and Liabilities Acquired

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


(in thousands)	Arrowhead			Insurcorp			Endlar		Texas Security			Other			Total
Other current assets	$	—		$	—		$	—	$	25		$	1,419		$	1,444
Goodwill		(454	)		(566	)		216		(843	)		(1,214	)		(2,861	)
Purchased customer accounts		—			(268	)		4		708			(98	)		346

Total assets acquired		(454	)		(834	)		220		(110	)		107			(1,071	)
Other current liabilities		—			—			—		3			(46	)		(43	)

Net assets acquired	$	(454	)	$	(834	)	$	220	$	(107	)	$	61		$	(1,114	)

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details

- Definition

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph F4
-Subparagraph e
-Appendix F

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Goodwill (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Value of Goodwill by Operating Segment

The changes in the carrying value of goodwill by operating segment for the three months ended March 31, 2013 are as follows:


(in thousands)	Retail			National Programs		Wholesale Brokerage			Services		Total
Balance as of January 1, 2013	$	876,219		$	439,180	$	288,054		$	108,061	$	1,711,514
Goodwill of acquired businesses		(1,564	)		172		(843	)		—		(2,235	)

Balance as of March 31, 2013	$	874,655		$	439,352	$	287,211		$	108,061	$	1,709,279

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References + Details

Amortizable Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Amortizable Intangible Assets


	March 31, 2013									December 31, 2012
(in thousands)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Life (years)(1)		Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Weighted Average Life (years)(1)
Purchased customer accounts	$	1,005,316	$	(455,633	)	$	549,683		14.9	$	1,005,031	$	(439,623	)	$	565,408		14.9
Non-compete agreements		25,320		(24,314	)		1,006		7.2		25,320		(24,190	)		1,130		7.2

Total	$	1,030,636	$	(479,947	)	$	550,689			$	1,030,351	$	(463,813	)	$	566,538

(1)	Weighted average life calculated as of the date of acquisition.

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Long-Term Debt Instrument

Long-term debt at March 31, 2013, and December 31, 2012, consisted of the following:


(in thousands)	2013			2012
Unsecured senior notes	$	450,000		$	450,000
Acquisition notes payable		93			93
Revolving credit facility		—			—

Total debt		450,093			450,093
Less current portion		(93	)		(93	)

Long-term debt	$	450,000		$	450,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

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

3 Months Ended

Mar. 31, 2013

Supplemental Cash Flow Elements [Abstract]

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


	For the three months ended March 31,
(in thousands)	2013		2012
Cash paid during the period for:
Interest	$	4,827	$	5,241
Income taxes	$	5,379	$	4,063

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


	For the three months ended March 31,
(in thousands)	2013			2012
Other payable issued for purchased customer accounts	$	172		$	21,391
Estimated acquisition earn-out payables and related charges	$	(721	)	$	4,714
Notes received on the sale of fixed assets and customer accounts	$	126		$	431

Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Summarized Financial Information Reportable Segments


	For the three months ended March 31, 2013
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	174,568	$	68,940	$	48,697	$	42,647	$	160		$	335,012
Investment income	$	23	$	5	$	5	$	1	$	152		$	186
Amortization	$	8,811	$	3,519	$	2,897	$	924	$	10		$	16,161
Depreciation	$	1,371	$	1,248	$	707	$	397	$	444		$	4,167
Interest expense	$	6,200	$	5,694	$	755	$	1,921	$	(10,586	)	$	3,984
Income before income taxes	$	46,211	$	14,012	$	10,362	$	13,953	$	14,953		$	99,491
Total assets	$	2,483,391	$	1,194,383	$	882,273	$	248,882	$	(1,578,569	)	$	3,230,360
Capital expenditures	$	1,335	$	892	$	536	$	119	$	65		$	2,947


	For the three months ended March 31, 2012
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	167,204	$	64,607	$	43,304	$	25,830	$	1,541		$	302,486
Investment income	$	25	$	—	$	6	$	—	$	104		$	135
Amortization	$	8,527	$	3,176	$	2,787	$	1,113	$	10		$	15,613
Depreciation	$	1,258	$	1,142	$	656	$	225	$	360		$	3,641
Interest expense	$	6,934	$	6,652	$	1,226	$	1,520	$	(12,245	)	$	4,087
Income before income taxes	$	42,200	$	15,957	$	8,877	$	2,987	$	12,769		$	82,790
Total assets	$	2,188,467	$	1,154,666	$	768,444	$	269,623	$	(1,363,753	)	$	3,017,447
Capital expenditures	$	1,061	$	2,416	$	1,174	$	361	$	893		$	5,905

- Definition

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References + Details

Nature of Operations - Additional Information (Detail)	3 Months Ended
Nature of Operations - Additional Information (Detail)	Mar. 31, 2013 Segment
Accounting Policies [Abstract]
Number of reportable segments	4

Net Income Per Share - Reconciliation Between Basic and Diluted Weighted Average Shares Outstanding (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share [Abstract]
Net income	$ 60,131	$ 49,433
Net income attributable to unvested awarded performance stock	(1,308)	(1,499)
Net income attributable to common shares	$ 58,823	$ 47,934
Weighted average number of common shares outstanding - basic	143,926	143,347
Less unvested awarded performance stock included in weighted average number of common shares outstanding - basic	(3,130)	(4,346)
Weighted average number of common shares outstanding for basic earnings per common share	140,796	139,001
Dilutive effect of stock options	2,151	2,499
Weighted average number of shares outstanding - diluted	142,947	141,500
Basic	$ 0.42	$ 0.34
Diluted	$ 0.41	$ 0.34

Business Combinations - Additional Information (Detail)	3 Months Ended
Business Combinations - Additional Information (Detail)	Mar. 31, 2013 USD ($) yr Entity	Mar. 31, 2012 USD ($) Entity yr
Business Acquisition [Line Items]
Average annual operating profit earned period, minimum (years) \| yr	1	1
Average annual operating profit earned period, maximum (years) \| yr	3	3
Aggregate purchase price of acquisitions	$ 1,071,000	$ 559,241,000
Cash payments for acquisitions	61,000	401,247,000
Net additional consideration paid as note payable	454,000	21,391,000
Assumption of liabilities	43,000	131,889,000
Recorded earn-out payable	(721,000)	4,714,000
Total goodwill	323,044,000
Goodwill currently deductible for income tax purposes	3,226,000
Goodwill currently non-deductible for income tax purposes	315,104,000
Goodwill related to the recorded earn-out payables	4,714,000
Total revenues related to acquisitions		27,712,000
Income before income taxes related to acquisitions		362,000
Maximum future contingency payments related to acquisitions	$ 147,631,000
Percentage recognition by acquirer of fair value of acquired assets	100.00%
Estimated acquisition earn-out payables	$ 49,469,000	51,908,000
Other Non-Current Liability [Member]
Business Acquisition [Line Items]
Estimated acquisition earn-out payables	33,688,000	43,126,000
Accounts Payable [Member]
Business Acquisition [Line Items]
Estimated acquisition earn-out payables	$ 15,781,000	$ 8,782,000
Purchased customer accounts [Member]
Business Acquisition [Line Items]
Weighted average life (years)	15 years
Non-compete agreements [Member]
Business Acquisition [Line Items]
Weighted average life (years)	5 years
Subsequent to January 1, 2009 [Member]
Business Acquisition [Line Items]
Maximum future contingency payments related to acquisitions	$ 147,631,000
Future earnings of acquired entities, term basis of potential earn-out obligations, minimum (years) \| yr	1
Future earnings of acquired entities, term basis of potential earn-out obligations, maximum (years) \| yr	3
Asset Acquisitions [Member]
Business Acquisition [Line Items]
Number of acquisitions \| Entity	0	2
Stock Acquisitions [Member]
Business Acquisition [Line Items]
Number of acquisitions \| Entity		1
Retail [Member]
Business Acquisition [Line Items]
Goodwill assigned	$ 2,088,000
National Programs Divisions [Member]
Business Acquisition [Line Items]
Goodwill assigned	253,901,000
Wholesale Brokerage Divisions [Member]
Business Acquisition [Line Items]
Goodwill assigned	811,000
Services [Member]
Business Acquisition [Line Items]
Goodwill assigned	66,244,000
Prior to January 1, 2009 [Member]
Business Acquisition [Line Items]
Cash payments for acquisitions	626,000	$ 2,907,000
Additional net consideration paid allocated to goodwill	626,000	$ 2,907,000
Net additional consideration paid as note payable	$ 626,000

Acquisitions Accounted for Business Combinations (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Business Combination, Separately Recognized Transactions [Line Items]
Cash Paid	$ 61,000	$ 401,247,000
Other Payable	454,000	21,391,000
Net Assets Acquired	(1,114,000)	427,352,000
Purchase Price Allocation Adjustments [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash Paid	61,000
Other Payable	(454,000)
Recorded Earn-out Payable	(721,000)
Net Assets Acquired	(1,114,000)
Arrowhead General Insurance Agency Superholding Corporation [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Net Assets Acquired	$ (454,000)	422,556,000
Arrowhead General Insurance Agency Superholding Corporation [Member] \| Purchase Price Allocation Adjustments [Member] \| National Programs & Services [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Date of Acquisition	Jan. 09, 2012
Other Payable	$ (454,000)
Net Assets Acquired	(454,000)
Other Acquisitions [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Net Assets Acquired	61,000	$ 4,796,000
Other Acquisitions [Member] \| Purchase Price Allocation Adjustments [Member] \| Various [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash Paid	61,000
Net Assets Acquired	61,000
Insurcorp & GGM Investments LLC [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Net Assets Acquired	$ (834,000)
Insurcorp & GGM Investments LLC [Member] \| Purchase Price Allocation Adjustments [Member] \| Retail [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Date of Acquisition	May 01, 2012
Recorded Earn-out Payable	$ (834,000)
Net Assets Acquired	(834,000)
Richard W. Endlar Insurance Agency, Inc. [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Net Assets Acquired	$ 220,000
Richard W. Endlar Insurance Agency, Inc. [Member] \| Purchase Price Allocation Adjustments [Member] \| Retail [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Date of Acquisition	May 01, 2012
Recorded Earn-out Payable	$ 220,000
Net Assets Acquired	220,000
Texas Security General Insurance Agency Inc. [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Net Assets Acquired	$ (107,000)
Texas Security General Insurance Agency Inc. [Member] \| Purchase Price Allocation Adjustments [Member] \| Wholesale Brokerage [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Date of Acquisition	Sep. 01, 2012
Recorded Earn-out Payable	$ (107,000)
Net Assets Acquired	(107,000)
Business Combinations [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash Paid	401,247,000
Note Payable
Other Payable	21,391,000
Recorded Earn-out Payable	4,714,000
Net Assets Acquired	427,352,000
Maximum Potential Earn-out Payable	$ 8,488,000
Business Combinations [Member] \| Arrowhead General Insurance Agency Superholding Corporation [Member] \| National Programs & Services [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Date of Acquisition	Jan. 09, 2012
Cash Paid	$ 397,531,000
Note Payable
Other Payable	21,391,000
Recorded Earn-out Payable	3,634,000
Net Assets Acquired	422,556,000
Maximum Potential Earn-out Payable	5,000,000
Business Combinations [Member] \| Other Acquisitions [Member] \| Various [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Cash Paid	3,716,000
Note Payable
Recorded Earn-out Payable	1,080,000
Net Assets Acquired	4,796,000
Maximum Potential Earn-out Payable	$ 3,488,000

Estimated Fair Values of Aggregate Assets and Liabilities Acquired (Detail) - USD ($) $ in Thousands	Mar. 31, 2013	Mar. 31, 2012
Fair Value Of Assets And Liabilities Statement [Line Items]
Cash		$ 62,396
Other current assets	$ 1,444	66,938
Fixed assets		4,768
Goodwill	(2,861)	323,044
Purchased customer accounts	346	101,900
Non-compete agreements		154
Other assets		41
Total assets acquired	(1,071)	559,241
Other current liabilities	(43)	(105,238)
Deferred income taxes, net		(26,651)
Total liabilities assumed	(43)	(131,889)
Net Assets Acquired	(1,114)	427,352
Arrowhead General Insurance Agency Superholding Corporation [Member]
Fair Value Of Assets And Liabilities Statement [Line Items]
Cash		62,396
Other current assets		66,828
Fixed assets		4,743
Goodwill	(454)	320,145
Purchased customer accounts		100,072
Non-compete agreements		100
Other assets		41
Total assets acquired	(454)	554,325
Other current liabilities		(105,118)
Deferred income taxes, net		(26,651)
Total liabilities assumed		(131,769)
Net Assets Acquired	(454)	422,556
Insurcorp & GGM Investments LLC [Member]
Fair Value Of Assets And Liabilities Statement [Line Items]
Goodwill	(566)
Purchased customer accounts	(268)
Total assets acquired	(834)
Net Assets Acquired	(834)
Richard W. Endlar Insurance Agency, Inc. [Member]
Fair Value Of Assets And Liabilities Statement [Line Items]
Goodwill	216
Purchased customer accounts	4
Total assets acquired	220
Net Assets Acquired	220
Texas Security General Insurance Agency Inc. [Member]
Fair Value Of Assets And Liabilities Statement [Line Items]
Other current assets	25
Goodwill	(843)
Purchased customer accounts	708
Total assets acquired	(110)
Other current liabilities	3
Net Assets Acquired	(107)
Other Acquisitions [Member]
Fair Value Of Assets And Liabilities Statement [Line Items]
Other current assets	1,419	110
Fixed assets		25
Goodwill	(1,214)	2,899
Purchased customer accounts	(98)	1,828
Non-compete agreements		54
Total assets acquired	107	4,916
Other current liabilities	(46)	(120)
Total liabilities assumed		(120)
Net Assets Acquired	$ 61	$ 4,796

Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Weighted average number of shares outstanding:
Basic	140,796	139,001
Diluted	142,947	141,500
2012 Acquisitions [Member]
Business Acquisition, Pro Forma Information [Line Items]
Total revenues		$ 304,916	$ 289,935
Income before income taxes		83,481	84,178
Net income		$ 49,846	$ 50,826
Net income per share:
Basic		$ 0.35	$ 0.36
Diluted		$ 0.34	$ 0.35
Weighted average number of shares outstanding:
Basic		139,001	138,351
Diluted		141,500	140,648

Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Business Combinations [Abstract]
Beginning balance	$ 52,987	$ 47,715
Additions to estimated acquisition earn-out payables	(721)	4,714
Payments for estimated acquisition earn-out payables	(4,319)	(133)
Subtotal	47,947	52,296
Change in fair value on estimated acquisition earn-out payables	997	(970)
Interest expense accretion	525	582
Net change in earnings from estimated acquisition earn-out payables	1,522	(388)
Ending balance	$ 49,469	$ 51,908

Goodwill - Changes in Carrying Value of Goodwill by Operating Segment (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2013 USD ($)
Goodwill [Line Items]
Beginning balance	$ 1,711,514
Goodwill of acquired businesses	(2,235)
Ending balance	1,709,279
Retail [Member]
Goodwill [Line Items]
Beginning balance	876,219
Goodwill of acquired businesses	(1,564)
Ending balance	874,655
National Programs [Member]
Goodwill [Line Items]
Beginning balance	439,180
Goodwill of acquired businesses	172
Ending balance	439,352
Wholesale Brokerage [Member]
Goodwill [Line Items]
Beginning balance	288,054
Goodwill of acquired businesses	(843)
Ending balance	287,211
Services [Member]
Goodwill [Line Items]
Beginning balance	108,061
Goodwill of acquired businesses
Ending balance	$ 108,061

- Definition

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 1
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph l
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 1,030,636	$ 1,030,351
Accumulated Amortization	(479,947)	(463,813)
Net Carrying Value	550,689	566,538
Purchased customer accounts [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,005,316	1,005,031
Accumulated Amortization	(455,633)	(439,623)
Net Carrying Value	$ 549,683	$ 565,408
Weighted Average Life (years)	14 years 10 months 24 days	14 years 10 months 24 days
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 25,320	$ 25,320
Accumulated Amortization	(24,314)	(24,190)
Net Carrying Value	$ 1,006	$ 1,130
Weighted Average Life (years)	7 years 2 months 12 days	7 years 2 months 12 days

Amortizable Intangible Assets - Additional Information (Detail)	Mar. 31, 2013 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense estimated, year one (2013)	$ 64,101,000
Amortization expense estimated, year two (2014)	63,039,000
Amortization expense estimated, year three (2015)	61,749,000
Amortization expense estimated, year four (2016)	57,169,000
Amortization expense estimated, year five (2017)	$ 54,457,000

Long-Term Debt Instrument (Detail) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Unsecured senior notes	$ 450,000	$ 450,000
Acquisition notes payable	93	93
Revolving credit facility
Total debt	450,093	450,093
Less current portion	(93)	(93)
Long-term debt	$ 450,000	$ 450,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Long-Term Debt - Additional Information (Detail) $ in Thousands	1 Months Ended			3 Months Ended
	Oct. 12, 2012 USD ($) yr	Jan. 09, 2012 USD ($)	Jun. 12, 2008 USD ($)	Mar. 31, 2013 USD ($) yr	Dec. 31, 2012 USD ($)
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 450,000	$ 450,000
Borrowings			$ 0		0
Revolving credit facility, extended maturity date			Jun. 03, 2013
Private Placement [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				100,000	100,000
Private Placement [Member] \| Series A [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 100,000
Debt instrument, issuance date				Sep. 15, 2004
Debt instrument interest rate stated percentage				5.57%
Debt instrument, maturity date				Sep. 15, 2011
Notes redeemed				$ 100,000
Private Placement [Member] \| Series B [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 100,000
Debt instrument, issuance date				Jul. 15, 2004
Debt instrument interest rate stated percentage				6.08%
Debt instrument, maturity date				Jul. 15, 2014
Private Placement [Member] \| Senior Notes[Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 200,000
Sun Trust Term Loan [Member]
Debt Instrument [Line Items]
Borrowings				150,000
Revolving and term loan		$ 100,000
JPM Bridge Facility [Member]
Debt Instrument [Line Items]
Revolving and term loan		50,000
JPMorgan Chase Bank, N.A. [Member]
Debt Instrument [Line Items]
Revolving and term loan		50,000
Sun Trust Revolver [Member]
Debt Instrument [Line Items]
Borrowings				100,000
Revolving and term loan		$ 50,000
Increase in revolving credit facility				50,000
JPM Term Loan [Member]
Debt Instrument [Line Items]
Revolving and term loan				$ 100,000
Adjusted LIBOR Rate				1.00%
Line of Credit [Member]
Debt Instrument [Line Items]
Borrowings			$ 75,000
Lending commitment amount			50,000
Potential maximum increase in lending commitment amount			100,000
Reduction in maximum principal amount			$ 20,000
Letter of credit usage fee, minimum				1.00%
Letter of credit usage fee, maximum				1.40%
LIBOR below base rate				1.00%
Availability fees, minimum				0.175%
Availability fees, maximum				0.25%
Interest rate, minimum				1.00%
Interest rate, maximum				1.40%
Line of Credit [Member] \| Sun Trust Revolver [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date				Dec. 31, 2016
New Master Agreement [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 0
Maximum shelf facility capacity	$ 125,000
Length of the issuance period of long-term debt (in years) \| yr	3
Long-term debt maturity, period length, maximum (in years)	Maturity dates, not to exceed ten years
Borrowings				0	0
Master Agreement [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				150,000	$ 150,000
Maximum shelf facility capacity				$ 200,000
Length of the issuance period of long-term debt (in years) \| yr				3
Long-term debt maturity, period length, maximum (in years)				Maturity dates, not to exceed ten years
Master Agreement [Member] \| Series C [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 25,000
Debt instrument, issuance date				Dec. 22, 2006
Debt instrument interest rate stated percentage				5.66%
Debt instrument, maturity date				Dec. 22, 2016
Master Agreement [Member] \| Series D [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 25,000
Debt instrument, issuance date				Feb. 01, 2008
Debt instrument interest rate stated percentage				5.37%
Debt instrument, maturity date				Jan. 15, 2015
Master Agreement [Member] \| Series E [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding				$ 100,000
Debt instrument, issuance date				Sep. 15, 2011
Debt instrument interest rate stated percentage				4.50%
Debt instrument, maturity date				Sep. 15, 2018
Libor [Member]
Debt Instrument [Line Items]
30-day LIBOR Rate				0.20%
30-day Adjusted LIBOR Rate				0.25%

Summary of Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Supplemental Cash Flow Elements [Abstract]
Interest	$ 4,827	$ 5,241
Income taxes	5,379	4,063
Other payable issued for purchased customer accounts	172	21,391
Estimated acquisition earn-out payables and related charges	(721)	4,714
Notes received on the sale of fixed assets and customer accounts	$ 126	$ 431

Segment Information - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Total revenues	$ 335,012	$ 302,486
London Operation [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 3,000	$ 2,700	$ 9,700

Summarized Financial Information Reportable Segments (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Total revenues	$ 335,012	$ 302,486
Investment income	186	135
Amortization	16,161	15,613
Depreciation	4,167	3,641
Interest expense	3,984	4,087
Income before income taxes	99,491	82,790
Total assets	3,230,360	3,017,447	$ 3,128,058
Capital expenditures	2,947	5,905
Retail [Member]
Segment Reporting Information [Line Items]
Total revenues	174,568	167,204
Investment income	23	25
Amortization	8,811	8,527
Depreciation	1,371	1,258
Interest expense	6,200	6,934
Income before income taxes	46,211	42,200
Total assets	2,483,391	2,188,467
Capital expenditures	1,335	1,061
National Programs [Member]
Segment Reporting Information [Line Items]
Total revenues	68,940	64,607
Investment income	5
Amortization	3,519	3,176
Depreciation	1,248	1,142
Interest expense	5,694	6,652
Income before income taxes	14,012	15,957
Total assets	1,194,383	1,154,666
Capital expenditures	892	2,416
Wholesale Brokerage [Member]
Segment Reporting Information [Line Items]
Total revenues	48,697	43,304
Investment income	5	6
Amortization	2,897	2,787
Depreciation	707	656
Interest expense	755	1,226
Income before income taxes	10,362	8,877
Total assets	882,273	768,444
Capital expenditures	536	1,174
Services [Member]
Segment Reporting Information [Line Items]
Total revenues	42,647	25,830
Investment income	1
Amortization	924	1,113
Depreciation	397	225
Interest expense	1,921	1,520
Income before income taxes	13,953	2,987
Total assets	248,882	269,623
Capital expenditures	119	361
Other [Member]
Segment Reporting Information [Line Items]
Total revenues	160	1,541
Investment income	152	104
Amortization	10	10
Depreciation	444	360
Interest expense	(10,586)	(12,245)
Income before income taxes	14,953	12,769
Total assets	(1,578,569)	(1,363,753)
Capital expenditures	$ 65	$ 893