10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-13619

BROWN & BROWN, INC.

(Exact name of Registrant as specified in its charter)

Florida		59-0864469
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
220 South Ridgewood Avenue, Daytona Beach, FL		32114
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (386) 252-9601

Registrant’s Website: www.bbinsurance.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

The number of shares of the Registrant’s common stock, $0.10 par value, outstanding as of May 3, 2016 was 140,022,014.

BROWN & BROWN, INC.

QUARTERLY REPORT ON FORM 10-Q/A

FOR THE FISCAL QUARTER ENDED MARCH 31,2017

INDEX

		PAGE NO.
Explanatory Note		3
Part II
Item 6.	Exhibits	3
Signature		4
Exhibit Index

Explanatory Note

Brown & Brown, Inc. is filing this Amendment No. 1 on Form 10-Q/A for the quarter ended March 31, 2016 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on May 6, 2016, for the sole purpose of furnishing corrected XBRL Interactive Data Files. Due to an erroneous configuration setting in the Company's third-party Securities and Exchange Commission filing software, the XBRL Interactive Data Files originally furnished with the Form 10-Q contained errors on two lines of data within the Statement of Cash Flows. Net cash provided by operating activities, Net cash used in investing activities, Net cash used in financing activities, and Net change in cash and cash equivalents were correct as originally presented.  No other changes have been made to the Form 10-Q.

Except as specifically described above, this Amendment No. 1 does not reflect events occurring after the filing of the Form 10-Q, does not update disclosures contained in the Form 10-Q and does not modify or amend the Form 10-Q.

PART II

ITEM 6. Exhibits and Financial Statements Schedules.

Exhibits

The following exhibits are filed as a part of this Amendment No. 1:

31.1	Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.
31.2	Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.
32.1	Section 1350 Certification by the Chief Executive Officer of the Registrant.
32.2	Section 1350 Certification by the Chief Financial Officer of the Registrant.
101.INS	XBRL Instance Document. (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BROWN & BROWN, INC.
	/s/ R. Andrew Watts
Date: August 18, 2017	R. Andrew Watts
	Executive Vice President, Chief Financial Officer and Treasurer
	(duly authorized officer, principal financial officer and principal accounting officer)

EX-31.1

Exhibit 31.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, J. Powell Brown, certify that:

1. I have reviewed this Quarterly Report of Brown & Brown, Inc. (the “Registrant”) on Form 10-Q/A for the quarter ended March 31, 2016;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 18, 2017

/s/ J. Powell Brown

J. Powell Brown

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification by the Chief Financial Officer

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, R. Andrew Watts, certify that:

1. I have reviewed this Quarterly Report of Brown & Brown, Inc. (the “Registrant”) on Form 10-Q/A for the quarter ended March 31, 2016;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 18, 2017

/s/ R. Andrew Watts

R. Andrew Watts

Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 1350 of Title 18 of the United States Code, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Brown & Brown, Inc. (the “Company”) on Form 10-Q/A for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q/A”), I, J. Powell Brown, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q/A fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or § 78o(d)); and

(2) The information contained in the Form 10-Q/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 18, 2017

/s/ J. Powell Brown

J. Powell Brown

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 1350 of Title 18 of the United States Code, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Brown & Brown, Inc. (the “Company”) on Form 10-Q/A for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q/A”), I, R. Andrew Watts, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q/A fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or § 78o(d)); and

(2) The information contained in the Form 10-Q/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 18, 2017

/s/ R. Andrew Watts

R. Andrew Watts

Executive Vice President, Chief Financial Officer and Treasurer

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May 03, 2016
Document And Entity Information [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Updated XBRL
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
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		140,022,014

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
REVENUES
Commissions and fees	$ 422,335	$ 403,781
Investment income	418	220
Other income, net	1,420	297
Total revenues	424,173	404,298
EXPENSES
Employee compensation and benefits	224,059	211,662
Other operating expenses	63,605	61,093
Gain on disposal	(2,044)	(257)
Amortization	21,610	21,625
Depreciation	5,318	5,183
Interest	9,897	9,851
Change in estimated acquisition earn-out payables	(821)	1,363
Total expenses	321,624	310,520
Income before income taxes	102,549	93,778
Income taxes	40,479	36,827
Net income	$ 62,070	$ 56,951
Net income per share:
Basic (in dollars per share)	$ 0.45	$ 0.40
Diluted (in dollars per share)	0.44	0.39
Dividends declared per share (in dollars per share)	$ 0.1225	$ 0.11

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 401,846	$ 443,420
Restricted cash and investments	231,075	229,753
Short-term investments	13,880	13,734
Premiums, commissions and fees receivable	430,002	433,885
Reinsurance recoverable	58,129	31,968
Prepaid reinsurance premiums	279,784	309,643
Deferred income taxes	14,127	24,635
Other current assets	67,778	50,351
Total current assets	1,496,621	1,537,389
Fixed assets, net	80,899	81,753
Goodwill	2,615,635	2,586,683
Amortizable intangible assets, net	739,555	744,680
Investments	20,515	18,092
Other assets	39,735	35,882
Total assets	4,992,960	5,004,479
Current Liabilities:
Premiums payable to insurance companies	554,527	574,736
Losses and loss adjustment reserve	58,129	31,968
Unearned premiums	279,784	309,643
Premium deposits and credits due customers	89,336	83,098
Accounts payable	77,912	63,910
Accrued expenses and other liabilities	143,176	192,067
Current portion of long-term debt	80,492	73,125
Total current liabilities	1,283,356	1,328,547
Long-term debt less unamortized discount and debt issuance costs	1,058,327	1,071,618
Deferred income taxes, net	363,583	360,949
Other liabilities	89,161	93,589
Shareholders’ Equity:
Common stock, par value $0.10 per share; authorized 280,000 shares; issued 147,967 shares and outstanding 140,173 shares at 2016, issued 146,415 shares and outstanding 138,985 shares at 2015	14,797	14,642
Additional paid-in capital	441,243	426,498
Treasury stock, at cost 7,794 and 7,430 shares at 2016 and 2015, respectively	(250,025)	(238,775)
Retained earnings	1,992,518	1,947,411
Total shareholders’ equity	2,198,533	2,149,776
Total liabilities and shareholders’ equity	$ 4,992,960	$ 5,004,479

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Common stock, par value (in dollars per share)	$ 0.10		$ 0.10
Common stock, shares authorized (in shares)	280,000,000		280,000,000
Common stock, shares issued (in shares)	147,967		146,415
Common stock, shares outstanding (in shares)	140,173		138,985
Treasury stock shares (in shares)	7,794,000		7,430,000
Tax effect of accumulated other comprehensive income	$ 0	$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net income	$ 62,070	$ 56,951
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization	21,610	21,625
Depreciation	5,318	5,183
Non-cash stock-based compensation	2,772	6,357
Change in estimated acquisition earn-out payables	(821)	1,363
Deferred income taxes	9,933	6,625
Amortization of debt discount	39	39
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Amortization Expense	420	390
Accretion (Amortization) of Discounts and Premiums, Investments	18	0
Income tax benefit from exercise of shares from the stock benefit plans	(1,249)	(1,783)
Payments On Acquisition Earn Outs In Excess Of Original Estimated Payables	(3,550)	0
Net gain on sales of investments, fixed assets and customer accounts	(1,911)	(190)
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Restricted cash and investments (increase)	(1,322)	(25,040)
Premiums, commissions and fees receivable decrease (increase)	5,229	(5,126)
Reinsurance recoverables (increase)	(26,161)	(64)
Prepaid reinsurance premiums decrease	29,859	29,549
Other assets (increase)	(21,247)	(7,040)
Premiums payable to insurance companies (decrease) increase	(21,139)	18,538
Premium deposits and credits due customers increase (decrease)	6,238	(2,894)
Losses and loss adjustment reserve increase	26,161	64
Unearned premiums (decrease)	(29,859)	(29,549)
Accounts payable increase	22,962	32,019
Accrued expenses and other liabilities (decrease)	(50,034)	(54,100)
Other liabilities (decrease)	(3,436)	(2,215)
Net cash provided by operating activities	31,900	50,702
Cash flows from investing activities:
Additions to fixed assets	(4,252)	(3,727)
Payments for businesses acquired, net of cash acquired	(40,603)	(36,195)
Proceeds from sales of fixed assets and customer accounts	2,467	3,712
Purchases of investments	(10,106)	(7,719)
Proceeds from Sale, Maturity and Collection of Investments	7,604	9,126
Net cash used in investing activities	(44,890)	(34,803)
Cash flows from financing activities:
Payments on acquisition earn-outs	(5,527)	(4,590)
Payments on long-term debt	(6,875)	(25,000)
Income tax benefit from exercise of shares from the stock benefit plans	1,249	1,783
Issuances of common stock for employee stock benefit plans	916	500
Repurchase Of Stock Benefit Plan Shares For Employees To Fund Tax Withholdings	(1,385)	(2,124)
Purchase of treasury stock	(11,250)	(85,000)
Prepayment of accelerated share repurchase program	11,250	(15,000)
Cash dividends paid	(16,962)	(15,785)
Net cash (used in) financing activities	(28,584)	(145,216)
Net (decrease) in cash and cash equivalents	(41,574)	(129,317)
Cash and cash equivalents at beginning of period	443,420
Cash and cash equivalents at end of period	$ 401,846	$ 340,731

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Nature of Operations

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

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 Segment provides a broad range of insurance products and services to commercial, public entity, professional and individual customers; the National Programs Segment, acting as a managing general agent (“MGA”), provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through nationwide networks of independent agents, and Brown & Brown retail agents; the Wholesale Brokerage Segment markets and sells excess and surplus commercial insurance, primarily through independent agents and brokers, as well as Brown & Brown Retail offices; and the Services Segment 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 claims adjusting services. In addition, as the result of our acquisition of The Wright Insurance Group, LLC (“Wright”) in May 2014, we own a flood insurance carrier, Wright National Flood Insurance Company (“Wright Flood”), that is a Wright subsidiary. Wright Flood’s business consists of policies written pursuant to the National Flood Insurance Program, the program administered by the Federal Emergency Management Agency (“FEMA”), and several excess flood insurance policies, all of which are fully reinsured.

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Basis of Financial Reporting

3 Months Ended

Mar. 31, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Basis of Financial Reporting

Basis of Financial Reporting

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with 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, 2015.

The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2015-03, "Simplifying the Presentation of Debt Issuance Costs". The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts, and not recorded as a separate asset. The reason for the change is to align the treatment of debt issuance costs and debt discounts so that both reduce the carrying value of the liability. In August 2015, the FASB clarified that its guidance does not apply to line-of credit arrangements. This guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted the guidance on January 1, 2016, as required. As a result, the Company retrospectively applied the guidance to the 2015 Consolidated Balance Sheet by reclassifying $8.3 million from other assets to long term debt.

The Company has condensed the presentation of non-cash stock based compensation into the employee compensation and benefits line. The non-cash stock based compensation shown in the 2015 Consolidated Statement of Income was $15.5 million for the full year.

Recently Issued Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-08, "Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)" ("ASU 2016-08") to clarify certain aspects of the principal-versus-agent guidance included in the new revenue standard ASU 2014-09 "Revenue from Contracts with Customers" ("ASU 2014-09"). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. ASU 2016-08 is effective for the Company beginning January 1, 2018. The impact of ASU 2016-08 is currently being evaluated along with ASU 2014-09.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share Based Payment Accounting" ("ASU 2016-09"), which amends guidance issued in Accounting Standards Codification ("ASC") Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating its leases against the requirements of this pronouncement.

In November 2015, FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as a single non-current item on the balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 with early adoption permitted as of the beginning of any interim or annual reporting period. The Company plans to adopt ASU 2015-17 in the first quarter of 2017. This is not expected to have a material impact on our Consolidated Financial Statements other than reclassifying current deferred tax assets and liabilities to non-current in the balance sheet.

In August 2014, FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which addresses management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company does not expect to early adopt this guidance, and it believes the adoption of this guidance will not have an impact on our Consolidated Financial Statements.

In May 2014, FASB issued ASU 2014-09, which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning January 1, 2018, after FASB voted to delay the effective date by one year. At that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. The Company is currently evaluating its revenue streams against the requirements of this pronouncement.

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Net Income Per Share

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

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)	2016			2015
Net income	$	62,070		$	56,951
Net income attributable to unvested awarded performance stock	(1,451		)	(1,363		)
Net income attributable to common shares	$	60,619		$	55,588
Weighted average number of common shares outstanding – basic	138,793			142,777
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic	(3,245		)	(3,417		)
Weighted average number of common shares outstanding for basic earnings per common share	135,548			139,360
Dilutive effect of stock options	1,392			2,127
Weighted average number of shares outstanding – diluted	136,940			141,487
Net income per share:
Basic	$	0.45		$	0.40
Diluted	$	0.44		$	0.39

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Business Combinations

3 Months Ended

Mar. 31, 2016

Business Combinations [Abstract]

Business Combinations

Business Combinations

During the three months ended March 31, 2016, Brown & Brown acquired the assets and assumed certain liabilities of two insurance intermediaries and all of the stock of one insurance intermediary. Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the "Other" category within the following two tables. All of these businesses were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. 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 Condensed 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 Condensed 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, 2016, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $1,074,754 relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments in the three months ended March 31, 2016 in accordance with the guidance in ASU 2015-16 "Business Combinations". The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period.

Cash paid for acquisitions was $42.7 million and $36.2 million in the three-month periods ended March 31, 2016 and 2015, respectively. We completed three acquisitions (excluding book of business purchases) in the three-month period ended March 31, 2016. We also completed three acquisitions (excluding book of business purchases) in the three-month period ended March 31, 2015.

The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. The purchase price allocation for Social Security Advocates for the Disabled ("SSAD") is provisional as it is based upon an initial valuation. The primary areas of the preliminary purchase price allocation for SSAD that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, assets and liabilities related to income taxes and residual goodwill. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. With the Company's adoption of ASU No. 2015-16 in the first fiscal quarter of 2016, these adjustments will be made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.

(in thousands)
Name	Business Segment	Effective Date of Acquisition	Cash Paid		Note Payable		Other Payable		Recorded Earn-Out Payable			Net Assets Acquired		Maximum Potential Earn- Out Payable
Social Security Advocates for the Disabled (SSAD)	Services	February 1, 2016	$	32,499	$	492	$	—	$	971		$	33,962	$	3,000
Other	Various	Various	10,198		—		300		(365		)	10,133		2,474
Total			$	42,697	$	492	$	300	$	606		$	44,095	$	5,474

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

(in thousands)	SSAD			Other			Total
Cash	$	2,094		$	—		$	2,094
Other current assets	1,042			337			1,379
Fixed assets	307			42			349
Goodwill	22,294			6,658			28,952
Purchased customer accounts	13,069			3,710			16,779
Non-compete agreements	72			62			134
Total assets acquired	38,878			10,809			49,687
Other current liabilities	(1,686		)	(676		)	(2,362		)
Deferred income tax, net	(3,230		)	—			(3,230		)
Total liabilities assumed	(4,916		)	(676		)	(5,592		)
Net assets acquired	$	33,962		$	10,133		$	44,095

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years.

Goodwill of $28,952,000, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Service Segments in the amounts of $6,704,000, $(70,000), $24,000 and $22,294,000, respectively. Of the total goodwill of $28,952,000, $7,023,000 is currently deductible for income tax purposes and $21,323,000 is non-deductible. The remaining $606,000 relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2016, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues and income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through March 31, 2016, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2016, were $2,527,000 and $570,000, respectively. If the acquisitions had occurred as of the beginning of the respective periods, 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)	2016		2015
Total revenues	$	425,179	$	407,579
Income before income taxes	$	102,873	$	94,780
Net income	$	62,266	$	57,560
Net income per share:
Basic	$	0.45	$	0.40
Diluted	$	0.44	$	0.40
Weighted average number of shares outstanding:
Basic	135,548		139,360
Diluted	136,940		141,487

As of March 31, 2016 and 2015, 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) as defined in ASC 820-Fair Value Measurement. 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, 2016 and 2015, were as follows:

	For the three months   ended March 31,
(in thousands)	2016			2015
Balance as of the beginning of the period	$	78,387		$	75,283
Additions to estimated acquisition earn-out payables	606			5,653
Payments for estimated acquisition earn-out payables	(9,077		)	(4,590		)
Subtotal	69,916			76,346
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	(1,563		)	677
Interest expense accretion	742			686
Net change in earnings from estimated acquisition earn-out payables	(821		)	1,363
Balance as of March 31,	$	69,095		$	77,709

Of the $69.1 million estimated acquisition earn-out payables as of March 31, 2016, $23.7 million was recorded as accounts payable and $45.4 million was recorded as other non-current liabilities. Included within the additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items within the allowable measurement period, which may therefore differ from previously reported amounts.

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Goodwill

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. The Company completed its most recent annual assessment as of November 30, 2015, and identified no impairment as a result of the evaluation.

The changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2016 are as follows:

(in thousands)	Retail		National Programs			Wholesale Brokerage		Services		Total
Balance as of January 1, 2016	$	1,345,636	$	901,866		$	226,961	$	112,220	$	2,586,683
Goodwill of acquired businesses	6,704		(70		)	24		22,294		28,952
Goodwill of transferred businesses	571		(571		)	—		—		—
Balance as of March 31, 2016	$	1,352,911	$	901,225		$	226,985	$	134,514	$	2,615,635

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Amortizable Intangible Assets

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Amortizable Intangible Assets

Amortizable Intangible Assets

Amortizable intangible assets at March 31, 2016 and December 31, 2015 consisted of the following:

	March 31, 2016								December 31, 2015
(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	$	1,415,155	$	(677,933	)	$	737,222	15.0	$	1,398,986	$	(656,799	)	$	742,187	15.0
Non-compete agreements	29,574		(27,241		)	2,333		6.8	29,440		(26,947		)	2,493		6.8
Total	$	1,444,729	$	(705,174	)	$	739,555		$	1,428,426	$	(683,746	)	$	744,680

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

Amortization expense for amortizable intangible assets for the years ending December 31, 2016, 2017, 2018, 2019 and 2020 is estimated to be $85.5 million, $82.7 million, $77.5 million, $72.9 million, and $65.6 million, respectively.

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Long-Term Debt

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt at March 31, 2016 and December 31, 2015 consisted of the following:

(in thousands)	March 31, 2016			December 31, 2015
Current portion of long-term debt:
Current portion of 5-year term loan facility expires 2019	$	55,000		$	48,125
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016	25,000			25,000
Short term promissory note	492			—
Total current portion of long-term debt	80,492			73,125
Long-term debt:
Note agreements:
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018	100,000			100,000
4.200% senior notes, semi-annual interest payments, balloon due 2024	498,667			498,628
Total notes	598,667			598,628
Credit agreements:
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.75%, expires May 20, 2019	467,500			481,250
5-year revolving-loan facility, periodic interest payments, currently LIBOR plus 1.50%, plus commitment fees up to 0.25%, expires May 20, 2019	—			—
Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.40% and availability fee up to 0.25%, terminated March 14, 2016	—			—
Total credit agreements	467,500			481,250
Debt issuance costs (contra)	$	(7,840	)	$	(8,260	)
Total long-term debt less unamortized discount and debt issuance costs	$	1,058,327		$	1,071,618
Current portion of long-term debt	$	80,492		$	73,125
Total debt	$	1,138,819		$	1,144,743

On December 22, 2006, the Company entered into a Master Shelf and Note Purchase Agreement (the “Master Agreement”) with a national insurance company (the “Purchaser”). The 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 (the “Confirmation”), dated January 21, 2011, in connection with the Master Agreement, $100.0 million in Series E Senior Notes were issued and are due September 15, 2018, with a fixed interest rate of 4.50% per year. The Series E Senior Notes were issued for the sole purpose of retiring existing senior notes. On January 15, 2015 the Series D Notes were redeemed at maturity using cash proceeds to pay off the principal of $25.0 million plus any remaining accrued interest. As of March 31, 2016, there was an outstanding debt balance issued under the provisions of the Master Agreement of $125.0 million.

On July 1, 2013, in conjunction with the acquisition of Beecher Carlson Holdings, Inc., the Company entered into a revolving loan agreement (the “Wells Fargo Agreement”) with Wells Fargo Bank, N.A. that provided for a $50.0 million revolving line of credit (the “Wells Fargo Revolver”). The maturity date for the Wells Fargo Revolver is December 31, 2016, at which time all outstanding principal and unpaid interest will be due. On April 16, 2014, in connection with the signing of the Credit Facility (as defined below) an amendment to the agreement was established to reduce the total revolving loan commitment from $50.0 million to $25.0 million. The Wells Fargo Revolver may be increased by up to $50.0 million (bringing the total amount available to $75.0 million). The calculation of interest and fees for the Wells Fargo 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 Wells Fargo 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 Wells Fargo Revolver are unsecured and the Wells Fargo Agreement includes various covenants, limitations and events of default that are customary for similar facilities for similar borrowers. On March 14, 2016, the Wells Fargo Revolver was terminated before its maturity date as mentioned above with no fees incurred. There were no borrowings against the Wells Fargo Revolver as of March 31, 2016 and December 31, 2015.

On April 17, 2014, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and certain other banks as co-syndication agents and co-documentation agents (the “Credit Agreement”). The Credit Agreement in the amount of $1,350.0 million provides for an unsecured revolving credit facility (the “Credit Facility”) in the initial amount of $800.0 million and unsecured term loans in the initial amount of $550.0 million, either or both of which may, subject to lenders’ discretion, potentially be increased by up to $500.0 million. The Credit Facility was funded on May 20, 2014 in conjunction with the closing of the Wright acquisition, with the $550.0 million term loan being funded as well as a drawdown of $375.0 million on the revolving loan facility. Use of these proceeds was to retire existing term loan debt and to facilitate the closing of the Wright acquisition as well as other acquisitions. The Credit Facility terminates on May 20, 2019, but either or both of the revolving credit facility and the term loans may be extended for two additional one-year periods at the Company’s request and at the discretion of the respective lenders. Interest and facility fees in respect to the Credit Facility are based on the better of the Company’s net debt leverage ratio or a non-credit enhanced senior unsecured long-term debt rating. Based on the Company’s net debt leverage ratio, the rates of interest charged on the term loan are 1.00% to 1.75%, and the revolving loan is 0.85% to 1.50% above the adjusted LIBOR rate for outstanding amounts drawn. There are fees included in the facility which include a facility fee based on the revolving credit commitments of the lenders (whether used or unused) at a rate of 0.15% to 0.25% and letter of credit fees based on the amounts of outstanding secured or unsecured letters of credit. The Credit Facility includes various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers. As of March 31, 2016 and December 31, 2015, there was an outstanding debt balance issued under the provisions of the Credit Facility in total of $522.5 million and $529.4 million respectively, with no borrowings outstanding relative to the revolving loan. Per the terms of the agreement, a scheduled principal payment of $13.8 million is due on June 30, 2016.

On September 18, 2014, the Company issued $500.0 million of 4.200% unsecured senior notes due in 2024. The senior notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions and regulations which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay the outstanding balance of $475.0 million on the revolving Credit Facility and for other general corporate purposes. As of March 31, 2016 and December 31, 2015, there was an outstanding debt balance of $500.0 million exclusive of the associated discount balance.

The Master Agreement and the Credit 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, 2016 and December 31, 2015.

The 30-day Adjusted LIBOR Rate as of March 31, 2016 was 0.44%.

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

3 Months Ended

Mar. 31, 2016

Supplemental Cash Flow Elements [Abstract]

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

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

	For the three months   ended March 31,
(in thousands)	2016		2015
Cash paid during the period for:
Interest	$	14,323	$	14,899
Income taxes	$	6,922	$	8,004

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

	For the three months   ended March 31,
(in thousands)	2016		2015
Other payable issued for purchased customer accounts	$	300	$	5
Estimated acquisition earn-out payables and related charges	$	606	$	5,653
Notes payable issued or assumed for purchased customer accounts	$	492	$	—
Notes received on the sale of fixed assets and customer accounts	$	—	$	362

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Legal and Regulatory Proceedings

3 Months Ended

Mar. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Legal and Regulatory Proceedings

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 certain 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.

We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based on the AM Best Company ratings of these third-party insurers, management does not believe there is a substantial risk of an insurer’s material nonperformance related to any current insured claims.

On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows.

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Segment Information

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Segment Information

Segment Information

Brown & Brown’s business is divided into four reportable segments: (1) the Retail Segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers; (2) the National Programs Segment, which acts as a MGA, provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through nationwide networks of independent agents, and Brown & Brown retail agents; (3) the Wholesale Brokerage Segment, which markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents; and (4) the Services Segment, 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 claims adjusting services.

Brown & Brown conducts all of its operations within the United States of America, except for a wholesale brokerage operation based in London, England, and retail operations in Bermuda and the Cayman Islands. These operations earned $2.8 million and $2.7 million of total revenues for the three months ended March 31, 2016 and 2015, respectively. Long-lived assets held outside of the United States as of March 31, 2016 and 2015 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, 2015. The Company evaluates the performance of its segments based upon revenues and income before income taxes. Inter-segment revenues are eliminated.

Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes any income and expenses not allocated to reportable segments, corporate-related items, including the inter-company interest expense charge to the reporting segment, and the elimination of inter-segment activities.

	For the three months ended March 31, 2016
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	232,188	$	101,070	$	53,414	$	36,568	$	933		$	424,173
Investment income	$	21	$	248	$	3	$	64	$	82		$	418
Amortization	$	10,989	$	7,108	$	2,442	$	1,065	$	6		$	21,610
Depreciation	$	1,637	$	1,929	$	496	$	487	$	769		$	5,318
Interest expense	$	10,403	$	12,590	$	247	$	1,236	$	(14,579	)	$	9,897
Income before income taxes	$	50,452	$	13,803	$	14,562	$	5,052	$	18,680		$	102,549
Total assets	$	3,531,100	$	2,499,870	$	888,745	$	324,269	$	(2,251,024	)	$	4,992,960
Capital expenditures	$	1,049	$	1,932	$	592	$	205	$	474		$	4,252

	For the three months ended March 31, 2015
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	218,344	$	99,555	$	51,828	$	34,788	$	(217	)	$	404,298
Investment income	$	22	$	45	$	72	$	—	$	81		$	220
Amortization	$	10,934	$	7,235	$	2,423	$	1,023	$	10		$	21,625
Depreciation	$	1,642	$	1,766	$	563	$	530	$	682		$	5,183
Interest expense	$	10,158	$	14,955	$	229	$	1,599	$	(17,090	)	$	9,851
Income before income taxes	$	47,009	$	9,476	$	14,484	$	4,502	$	18,307		$	93,778
Total assets	$	3,305,917	$	2,407,695	$	858,149	$	300,155	$	(2,032,974	)	$	4,838,942
Capital expenditures	$	1,424	$	1,489	$	451	$	240	$	123		$	3,727

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Investments

3 Months Ended

Mar. 31, 2016

Investments, Debt and Equity Securities [Abstract]

Investments

Investments

At March 31, 2016, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows:

(in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	19,149	$	121	$	—		$	19,270
Foreign government	50		—		—			50
Corporate debt	3,725		26		(3		)	3,748
Short duration fixed income fund	924		17		—			941
Total	$	23,848	$	164	$	(3	)	$	24,009

For securities in a loss position, the following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2016:

	Less than 12 Months				12 Months or More				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	243	$	—	$	—	$	—	$	243	$	—
Corporate debt	1,018		2		411		1		1,429		3
Total	$	1,261	$	2	$	411	$	1	$	1,672	$	3

The unrealized losses from corporate issuers were caused by interest rate increases. At March 31, 2016, the Company had 12 securities in an unrealized loss position. The corporate securities are highly rated securities with no indicators of potential impairment. Based on the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at March 31, 2016.

At December 31, 2015, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows:

(in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	11,876	$	6	$	(26	)	$	11,856
Foreign government	50		—		—			50
Corporate debt	4,505		7		(16		)	4,496
Short duration fixed income fund	1,663		27					1,690
Total	$	18,094	$	40	$	(42	)	$	18,092

The following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2015:

	Less than 12 Months				12 Months or More				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	8,998	$	26	$	—	$	—	$	8,998	$	26
Foreign Government	50		—						50		—
Corporate debt	2,731		14		284		2		3,015		16
Total	$	11,779	$	40	$	284	$	2	$	12,063	$	42

The unrealized losses in the Company's investments in U.S Treasury Securities and obligations of U.S. Government agencies and bonds from corporate issuers were caused by interest rate increases. At December 31, 2015, the Company had 15 securities in an unrealized loss position. The contractual cash flows of the U.S. Treasury Securities and obligations of the U.S. Government agencies investments are either guaranteed by the U.S. Government or an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. The corporate securities are highly rated securities with no indicators of potential impairment. Based on the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2015.

The amortized cost and estimated fair value of the fixed maturity securities at March 31, 2016 by contractual maturity are set forth below:

(in thousands)	Amortized Cost		Fair Value
Years to maturity:
Due in one year or less	$	3,494	$	3,494
Due after one year through five years	20,024		20,172
Due after five years through ten years	330		343
Total	$	23,848	$	24,009

The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2015 by contractual maturity are set forth below:

(in thousands)	Amortized Cost		Fair Value
Years to maturity:
Due in one year or less	$	5,726	$	5,722
Due after one year through five years	12,038		12,041
Due after five years through ten years	330		329
Total	$	18,094	$	18,092

The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalty.

Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $3.4 million. This along with maturing time deposits and the utilization of funds from a money-market investment account of $4.2 million yielded total cash proceeds form the sale of investments of $7.6 million in the period of January 1, 2016 to March 31, 2016. These proceeds were used to purchase additional fixed maturity securities. The gains and losses realized on those sales for the period from January 1, 2016 to March 31, 2016 were insignificant.

Realized gains and losses are reported on the Condensed Consolidated Statements of Income, with the cost of securities sold determined on a specific identification basis.

At March 31, 2016, investments with a fair value of approximately $4.0 million were on deposit with state insurance departments to satisfy regulatory requirements.

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Losses and Loss Adjustment Reserve

3 Months Ended

Mar. 31, 2016

Reinsurance Disclosures [Abstract]

Losses and Loss Adjustment Reserve

Losses and Loss Adjustment Reserve

Although the reinsurers are liable to the Company for amounts reinsured, our subsidiary, Wright Flood remains primarily liable to its policyholders for the full amount of the policies written whether or not the reinsurers meet their obligations to the Company when they become due. The effects of reinsurance on premiums written and earned are as follows:

	Period from January 1, 2016 to March 31, 2016
(in thousands)	Written		Earned
Direct premiums	$	118,786	$	148,644
Ceded premiums	118,781		148,639
Net premiums	$	5	$	5

All premiums written by Wright Flood under the National Flood Insurance Program are 100% ceded to FEMA, for which Wright Flood received a 30.9% expense allowance from January 1, 2016 through March 31, 2016. For the period from January 1, 2016 through March 31, 2016, the Company ceded $118.4 million of written premiums.

Effective April 1, 2014, Wright Flood is also a party to a quota share agreement whereby it cedes 100% of its gross excess flood premiums, which excludes fees, to Arch Reinsurance Company and receives a 30.5% commission. Wright Flood ceded $0.3 million for the period from January 1, 2016 through March 31, 2016. No loss data exists on this agreement.

Wright Flood also ceded 100% of the Homeowners, Private Passenger Auto Liability, and Other Liability Occurrence to Stillwater Insurance Company, formerly known as Fidelity National Insurance Company. This business is in runoff. Therefore, only loss data still exists on this business. As of March 31, 2016, ceded unpaid losses and loss adjustment expenses for Homeowners, Private Passenger Auto Liability and Other Liability Occurrence was $8,698, $24,916 and $2,009, respectively. The incurred but not reported balance was $10,335 for Homeowners, $14,383 for Private Passenger Auto Liability and $8,456 for Other Liability Occurrence.

The reinsurance recoverable balance as of March 31, 2016 was $337.9 million and was composed of recoverables on unpaid losses and loss expenses of $58.1 million and prepaid reinsurance premiums of $279.8 million. There was no net activity in the reserve for losses and loss adjustment expense during the period January 1, 2015 through March 31, 2016, as Wright Flood's direct premiums written were 100% ceded to three reinsurers. The balance of the reserve for losses and loss adjustment expense, excluding related reinsurance recoverable, as of March 31, 2016 was $58.1 million.

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Statutory Financial Information

3 Months Ended

Mar. 31, 2016

Statutory Accounting Practices [Abstract]

Statutory Financial Information

Statutory Financial Information

Wright Flood maintains minimum amounts of statutory capital and surplus of $7.5 million as required by regulatory authorities. Wright Flood’s statutory capital and surplus exceeded their respective minimum statutory requirements. The unaudited statutory capital and surplus of Wright Flood was $17.7 million at March 31, 2016. For the period from January 1, 2016 through March 31, 2016, Wright Flood generated statutory net income of $2.5 million.

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Subsidiary Dividend Restrictions

3 Months Ended

Mar. 31, 2016

Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract]

Subsidiary Dividend Restrictions

Subsidiary Dividend Restrictions

Under the insurance regulations of Texas, the maximum amount of ordinary dividends that Wright Flood can pay to shareholders in a rolling twelve month period is limited to the greater of 10% of statutory adjusted capital and surplus as shown on Wright Flood’s last annual statement on file with the superintendent of the Texas Department of Insurance or 100% of adjusted net income. There was no dividend payout in 2015 and the maximum dividend payout that may be made in 2016 without prior approval is $4.1 million.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

On November 11, 2015, the Company entered into an accelerated share repurchase agreement (“ASR”) with an investment bank to purchase an aggregate $75 million of the Company’s common stock. The Company received an initial delivery of 1,985,981shares of the Company’s common stock with a fair market value of approximately $63.75 million. On January 6, 2016 this agreement was completed by the investment bank with the delivery of 363,209 shares of the Company’s common stock.

On March 5, 2015, the Company entered into an ASR with an investment bank to purchase an aggregate $100.0 million of the Company’s common stock. As part of the ASR, the Company received an initial delivery of 2,667,992 shares of the Company’s common stock with a fair market value of approximately $85.0 million. On August 6, 2015, the Company was notified by its investment bank that the March 5, 2015 ASR agreement between the Company and the investment bank had been completed in accordance with the terms of the agreement. The investment bank delivered to the Company an additional 391,637 shares of the Company’s common stock for a total of 3,059,629 shares repurchased under the agreement. The delivery of the remaining 391,637 shares occurred on August 11, 2015. At the conclusion of this contract the Company had authorization for $50 million of share repurchases under the original Board authorization.

On July 20, 2015, the Company’s Board of Directors authorized the repurchase of up to an additional $400 million of the Company’s outstanding common stock. After completion of the ASR on January 6, 2016, the Company has approval to repurchase up to $375 million, in the aggregate, of the Company’s outstanding common stock. Since beginning share repurchases in 2014, the Company has repurchased 7,793,579 shares of the Company's common stock at an aggregate cost of $250 million.

Under the authorization from the Company’s Board of Directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $100 million each (unless otherwise approved by the Board of Directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

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Nature of Operations (Policies)

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

four

Basis of Accounting

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with 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, 2015.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

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Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2016

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)	2016			2015
Net income	$	62,070		$	56,951
Net income attributable to unvested awarded performance stock	(1,451		)	(1,363		)
Net income attributable to common shares	$	60,619		$	55,588
Weighted average number of common shares outstanding – basic	138,793			142,777
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic	(3,245		)	(3,417		)
Weighted average number of common shares outstanding for basic earnings per common share	135,548			139,360
Dilutive effect of stock options	1,392			2,127
Weighted average number of shares outstanding – diluted	136,940			141,487
Net income per share:
Basic	$	0.45		$	0.40
Diluted	$	0.44		$	0.39

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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2016

Business Combinations [Abstract]

Purchase price allocation for current year acquisitions and adjustments made for prior year acquisitions

The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. The purchase price allocation for Social Security Advocates for the Disabled ("SSAD") is provisional as it is based upon an initial valuation. The primary areas of the preliminary purchase price allocation for SSAD that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, assets and liabilities related to income taxes and residual goodwill. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. With the Company's adoption of ASU No. 2015-16 in the first fiscal quarter of 2016, these adjustments will be made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.

(in thousands)
Name	Business Segment	Effective Date of Acquisition	Cash Paid		Note Payable		Other Payable		Recorded Earn-Out Payable			Net Assets Acquired		Maximum Potential Earn- Out Payable
Social Security Advocates for the Disabled (SSAD)	Services	February 1, 2016	$	32,499	$	492	$	—	$	971		$	33,962	$	3,000
Other	Various	Various	10,198		—		300		(365		)	10,133		2,474
Total			$	42,697	$	492	$	300	$	606		$	44,095	$	5,474

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)	SSAD			Other			Total
Cash	$	2,094		$	—		$	2,094
Other current assets	1,042			337			1,379
Fixed assets	307			42			349
Goodwill	22,294			6,658			28,952
Purchased customer accounts	13,069			3,710			16,779
Non-compete agreements	72			62			134
Total assets acquired	38,878			10,809			49,687
Other current liabilities	(1,686		)	(676		)	(2,362		)
Deferred income tax, net	(3,230		)	—			(3,230		)
Total liabilities assumed	(4,916		)	(676		)	(5,592		)
Net assets acquired	$	33,962		$	10,133		$	44,095

Unaudited pro forma results

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)	2016		2015
Total revenues	$	425,179	$	407,579
Income before income taxes	$	102,873	$	94,780
Net income	$	62,266	$	57,560
Net income per share:
Basic	$	0.45	$	0.40
Diluted	$	0.44	$	0.40
Weighted average number of shares outstanding:
Basic	135,548		139,360
Diluted	136,940		141,487

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, 2016 and 2015, were as follows:

	For the three months   ended March 31,
(in thousands)	2016			2015
Balance as of the beginning of the period	$	78,387		$	75,283
Additions to estimated acquisition earn-out payables	606			5,653
Payments for estimated acquisition earn-out payables	(9,077		)	(4,590		)
Subtotal	69,916			76,346
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	(1,563		)	677
Interest expense accretion	742			686
Net change in earnings from estimated acquisition earn-out payables	(821		)	1,363
Balance as of March 31,	$	69,095		$	77,709

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Carrying Value of Goodwill by Operating Segment

The changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2016 are as follows:

(in thousands)	Retail		National Programs			Wholesale Brokerage		Services		Total
Balance as of January 1, 2016	$	1,345,636	$	901,866		$	226,961	$	112,220	$	2,586,683
Goodwill of acquired businesses	6,704		(70		)	24		22,294		28,952
Goodwill of transferred businesses	571		(571		)	—		—		—
Balance as of March 31, 2016	$	1,352,911	$	901,225		$	226,985	$	134,514	$	2,615,635

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Amortizable Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Amortizable Intangible Assets

Amortizable intangible assets at March 31, 2016 and December 31, 2015 consisted of the following:

	March 31, 2016								December 31, 2015
(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	$	1,415,155	$	(677,933	)	$	737,222	15.0	$	1,398,986	$	(656,799	)	$	742,187	15.0
Non-compete agreements	29,574		(27,241		)	2,333		6.8	29,440		(26,947		)	2,493		6.8
Total	$	1,444,729	$	(705,174	)	$	739,555		$	1,428,426	$	(683,746	)	$	744,680

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

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Long-Term Debt Instrument

Long-term debt at March 31, 2016 and December 31, 2015 consisted of the following:

(in thousands)	March 31, 2016			December 31, 2015
Current portion of long-term debt:
Current portion of 5-year term loan facility expires 2019	$	55,000		$	48,125
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016	25,000			25,000
Short term promissory note	492			—
Total current portion of long-term debt	80,492			73,125
Long-term debt:
Note agreements:
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018	100,000			100,000
4.200% senior notes, semi-annual interest payments, balloon due 2024	498,667			498,628
Total notes	598,667			598,628
Credit agreements:
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.75%, expires May 20, 2019	467,500			481,250
5-year revolving-loan facility, periodic interest payments, currently LIBOR plus 1.50%, plus commitment fees up to 0.25%, expires May 20, 2019	—			—
Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.40% and availability fee up to 0.25%, terminated March 14, 2016	—			—
Total credit agreements	467,500			481,250
Debt issuance costs (contra)	$	(7,840	)	$	(8,260	)
Total long-term debt less unamortized discount and debt issuance costs	$	1,058,327		$	1,071,618
Current portion of long-term debt	$	80,492		$	73,125
Total debt	$	1,138,819		$	1,144,743

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

3 Months Ended

Mar. 31, 2016

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)	2016		2015
Cash paid during the period for:
Interest	$	14,323	$	14,899
Income taxes	$	6,922	$	8,004

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

	For the three months   ended March 31,
(in thousands)	2016		2015
Other payable issued for purchased customer accounts	$	300	$	5
Estimated acquisition earn-out payables and related charges	$	606	$	5,653
Notes payable issued or assumed for purchased customer accounts	$	492	$	—
Notes received on the sale of fixed assets and customer accounts	$	—	$	362

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2016

Segment Reporting Information [Line Items]

Segment Information

Segment Information

Brown & Brown’s business is divided into four reportable segments: (1) the Retail Segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers; (2) the National Programs Segment, which acts as a MGA, provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through nationwide networks of independent agents, and Brown & Brown retail agents; (3) the Wholesale Brokerage Segment, which markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents; and (4) the Services Segment, 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 claims adjusting services.

Brown & Brown conducts all of its operations within the United States of America, except for a wholesale brokerage operation based in London, England, and retail operations in Bermuda and the Cayman Islands. These operations earned $2.8 million and $2.7 million of total revenues for the three months ended March 31, 2016 and 2015, respectively. Long-lived assets held outside of the United States as of March 31, 2016 and 2015 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, 2015. The Company evaluates the performance of its segments based upon revenues and income before income taxes. Inter-segment revenues are eliminated.

Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes any income and expenses not allocated to reportable segments, corporate-related items, including the inter-company interest expense charge to the reporting segment, and the elimination of inter-segment activities.

	For the three months ended March 31, 2016
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	232,188	$	101,070	$	53,414	$	36,568	$	933		$	424,173
Investment income	$	21	$	248	$	3	$	64	$	82		$	418
Amortization	$	10,989	$	7,108	$	2,442	$	1,065	$	6		$	21,610
Depreciation	$	1,637	$	1,929	$	496	$	487	$	769		$	5,318
Interest expense	$	10,403	$	12,590	$	247	$	1,236	$	(14,579	)	$	9,897
Income before income taxes	$	50,452	$	13,803	$	14,562	$	5,052	$	18,680		$	102,549
Total assets	$	3,531,100	$	2,499,870	$	888,745	$	324,269	$	(2,251,024	)	$	4,992,960
Capital expenditures	$	1,049	$	1,932	$	592	$	205	$	474		$	4,252

	For the three months ended March 31, 2015
(in thousands)	Retail		National Programs		Wholesale Brokerage		Services		Other			Total
Total revenues	$	218,344	$	99,555	$	51,828	$	34,788	$	(217	)	$	404,298
Investment income	$	22	$	45	$	72	$	—	$	81		$	220
Amortization	$	10,934	$	7,235	$	2,423	$	1,023	$	10		$	21,625
Depreciation	$	1,642	$	1,766	$	563	$	530	$	682		$	5,183
Interest expense	$	10,158	$	14,955	$	229	$	1,599	$	(17,090	)	$	9,851
Income before income taxes	$	47,009	$	9,476	$	14,484	$	4,502	$	18,307		$	93,778
Total assets	$	3,305,917	$	2,407,695	$	858,149	$	300,155	$	(2,032,974	)	$	4,838,942
Capital expenditures	$	1,424	$	1,489	$	451	$	240	$	123		$	3,727

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Investments (Tables)

3 Months Ended

Mar. 31, 2016

Investments, Debt and Equity Securities [Abstract]

Schedule of Investments in Fixed Maturity Securities

At December 31, 2015, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows:

(in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	11,876	$	6	$	(26	)	$	11,856
Foreign government	50		—		—			50
Corporate debt	4,505		7		(16		)	4,496
Short duration fixed income fund	1,663		27					1,690
Total	$	18,094	$	40	$	(42	)	$	18,092

At March 31, 2016, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows:

(in thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	19,149	$	121	$	—		$	19,270
Foreign government	50		—		—			50
Corporate debt	3,725		26		(3		)	3,748
Short duration fixed income fund	924		17		—			941
Total	$	23,848	$	164	$	(3	)	$	24,009

Summary of Unrealized Loss Position

The following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2015:

	Less than 12 Months				12 Months or More				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	8,998	$	26	$	—	$	—	$	8,998	$	26
Foreign Government	50		—						50		—
Corporate debt	2,731		14		284		2		3,015		16
Total	$	11,779	$	40	$	284	$	2	$	12,063	$	42

he following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2016:

	Less than 12 Months				12 Months or More				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals	$	243	$	—	$	—	$	—	$	243	$	—
Corporate debt	1,018		2		411		1		1,429		3
Total	$	1,261	$	2	$	411	$	1	$	1,672	$	3

Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity

The amortized cost and estimated fair value of the fixed maturity securities at March 31, 2016 by contractual maturity are set forth below:

(in thousands)	Amortized Cost		Fair Value
Years to maturity:
Due in one year or less	$	3,494	$	3,494
Due after one year through five years	20,024		20,172
Due after five years through ten years	330		343
Total	$	23,848	$	24,009

The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2015 by contractual maturity are set forth below:

(in thousands)	Amortized Cost		Fair Value
Years to maturity:
Due in one year or less	$	5,726	$	5,722
Due after one year through five years	12,038		12,041
Due after five years through ten years	330		329
Total	$	18,094	$	18,092

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Losses and Loss Adjustment Reserve (Tables)

3 Months Ended

Mar. 31, 2016

Reinsurance Disclosures [Abstract]

Effects of Reinsurance on Premiums Written and Earned

The effects of reinsurance on premiums written and earned are as follows:

	Period from January 1, 2016 to March 31, 2016
(in thousands)	Written		Earned
Direct premiums	$	118,786	$	148,644
Ceded premiums	118,781		148,639
Net premiums	$	5	$	5

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Nature of Operations - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016 Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	4

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Basis of Financial Reporting Adopted Guidance (Details) $ in Millions	Dec. 31, 2015 USD ($)
Text Block [Abstract]
Debt Issuance Costs, Line of Credit Arrangements, Gross	$ 8.3

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Basis of Financial Reporting Text Block (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Text Block [Abstract]
Share-based Compensation	$ 2,772	$ 6,357	$ 15,500

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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, 2016	Mar. 31, 2015
Earnings Per Share [Abstract]
Net income	$ 62,070	$ 56,951
Net income attributable to unvested awarded performance stock	(1,451)	(1,363)
Net income attributable to common shares	$ 60,619	$ 55,588
Weighted average number of common shares outstanding - basic (in shares)	138,793	142,777
Less unvested awarded performance stock included in weighted average number of common shares outstanding - basic (in shares)	(3,245)	(3,417)
Weighted average number of common shares outstanding for basic earnings per common share (in shares)	135,548	139,360
Dilutive effect of stock options (in shares)	1,392	2,127
Weighted average number of shares outstanding - diluted (in shares)	136,940	141,487
Basic (in dollars per share)	$ 0.45	$ 0.40
Diluted (in dollars per share)	$ 0.44	$ 0.39

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Business Combinations - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016 USD ($) acquisition customer_account	Mar. 31, 2015 USD ($) acquisition	Jan. 01, 2016 USD ($)	Jan. 01, 2015 USD ($)
Business Acquisition [Line Items]
Number of acquisitions | acquisition	3	3
Aggregate purchase price of acquisitions	$ 1,074,754
Payments to Acquire Businesses, Gross	42,697,000	$ 36,200,000
Goodwill assigned	28,952,000
Goodwill currently deductible for income tax purposes	7,023,000
Goodwill currently non-deductible for income tax purposes	21,323,000
Goodwill related to the recorded earn-out payables	606,000
Total revenues related to acquisitions	2,527,000
Income before income taxes related to acquisitions	570,000
Estimated acquisition earn-out payables	69,095,000	$ 77,709,000	$ 78,387,000	$ 75,283,000
Accounts payable
Business Acquisition [Line Items]
Estimated acquisition earn-out payables	$ 23,700,000
Purchased customer accounts
Business Acquisition [Line Items]
Weighted average life (years)	15 years
Non-compete agreements
Business Acquisition [Line Items]
Weighted average life (years)	5 years
Services
Business Acquisition [Line Items]
Goodwill assigned	$ 6,704,000
National Programs
Business Acquisition [Line Items]
Goodwill assigned	(70,000)
Wholesale Brokerage
Business Acquisition [Line Items]
Goodwill assigned	24,000
Services [Member]
Business Acquisition [Line Items]
Goodwill assigned	22,294,000
Other non-current liability
Business Acquisition [Line Items]
Estimated acquisition earn-out payables	$ 45,400,000
Business Combinations - Asset Deals [Member]
Business Acquisition [Line Items]
Number of acquisitions | acquisition	2
Business Combinations - Stock Deals [Member]
Business Acquisition [Line Items]
Number of acquisitions | customer_account	1

XML

Business Combinations - Acquisitions Accounted for Business Combinations (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Business Combination, Separately Recognized Transactions [Line Items]
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents	$ 2,094
Cash Paid	42,697	$ 36,200
Business Acquisition Cost of Entity Note Payable	492
Other Payable	300
Recorded Earn-Out Payable	606
Net Assets Acquired	44,095
Maximum Potential Earn- Out Payable	5,474
SSAD [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents	2,094
Net Assets Acquired	$ 33,962
SSAD [Member] | Services [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Effective Date of Acquisition	Feb. 01, 2016
Cash Paid	$ 32,499
Business Acquisition Cost of Entity Note Payable	492
Other Payable	0
Recorded Earn-Out Payable	971
Net Assets Acquired	33,962
Maximum Potential Earn- Out Payable	3,000
Other Acquisitions [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents	0
Net Assets Acquired	10,133
Other Acquisitions [Member] | Various
Business Combination, Separately Recognized Transactions [Line Items]
Cash Paid	10,198
Business Acquisition Cost of Entity Note Payable	0
Other Payable	300
Recorded Earn-Out Payable	(365)
Net Assets Acquired	10,133
Maximum Potential Earn- Out Payable	$ 2,474

XML

Business Combinations - Estimated Fair Values of Aggregate Assets and Liabilities Acquired (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Fair Value Of Assets And Liabilities Statement [Line Items]
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents	$ 2,094,000
Payments to Acquire Businesses, Gross	42,697,000	$ 36,200,000
Recorded Earn-Out Payable	606,000
Other current assets	1,379,000
Fixed assets	349,000
Goodwill	28,952,000
Purchased customer accounts	16,779,000
Non-compete agreements	134,000
Total assets acquired	49,687,000
Other current liabilities	(2,362,000)
Deferred Tax Liabilities, Net	(3,230,000)
Total liabilities assumed	(5,592,000)
Net assets acquired	44,095,000
Maximum Potential Earn- Out Payable	5,474,000
SSAD [Member]
Fair Value Of Assets And Liabilities Statement [Line Items]
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents	2,094,000
Other current assets	1,042,000
Fixed assets	307,000
Goodwill	22,294,000
Purchased customer accounts	13,069,000
Non-compete agreements	72,000
Total assets acquired	38,878,000
Other current liabilities	(1,686,000)
Deferred Tax Liabilities, Net	(3,230,000)
Total liabilities assumed	(4,916,000)
Net assets acquired	33,962,000
Other Acquisitions [Member]
Fair Value Of Assets And Liabilities Statement [Line Items]
Business Acquisitions Purchase Price Allocation Current Assets Cash And Cash Equivalents	0
Other current assets	337,000
Fixed assets	42,000
Goodwill	6,658,000
Purchased customer accounts	3,710,000
Non-compete agreements	62,000
Total assets acquired	10,809,000
Other current liabilities	(676,000)
Deferred Tax Liabilities, Net	0
Total liabilities assumed	(676,000)
Net assets acquired	10,133,000
Wholesale Brokerage
Fair Value Of Assets And Liabilities Statement [Line Items]
Goodwill	$ 24,000

XML

Business Combinations - Results of Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual	$ 2,527
Business Combination Pro Forma Information Income Loss Before Income Taxes Of Acquiree Since Acquisition Date Actual	570
Total revenues	425,179	$ 407,579
Income before income taxes	102,873	94,780
Net income	$ 62,266	$ 57,560
Net income per share:
Basic (in dollars per share)	$ 0.45	$ 0.40
Diluted (in dollars per share)	$ 0.44	$ 0.40
Weighted Average Basic Shares Outstanding, Pro Forma	135,548	139,360
Weighted average number of shares outstanding:
Pro Forma Weighted Average Shares Outstanding, Diluted	136,940	141,487

XML

Business Combinations - 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, 2016	Mar. 31, 2015
Business Combinations [Abstract]
Additions to estimated acquisition earn-out payables	$ 606	$ 5,653
Payments for estimated acquisition earn-out payables	(9,077)	(4,590)
Subtotal	69,916	76,346
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	(1,563)	677
Interest expense accretion	742	686
Net change in earnings from estimated acquisition earn-out payables	(821)	1,363
Ending balance	$ 69,095	$ 77,709

XML

Goodwill - Changes in Carrying Value of Goodwill by Operating Segment (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 2,586,683
Goodwill of acquired businesses	28,952
Goodwill, Transfers	0
Goodwill disposed of relating to sales of businesses	0
Ending balance	2,615,635
Services
Goodwill [Roll Forward]
Beginning balance	1,345,636
Goodwill of acquired businesses	6,704
Goodwill, Transfers	571
Goodwill disposed of relating to sales of businesses	0
Ending balance	1,352,911
National Programs
Goodwill [Roll Forward]
Beginning balance	901,866
Goodwill of acquired businesses	(70)
Goodwill, Transfers	(571)
Goodwill disposed of relating to sales of businesses	0
Ending balance	901,225
Wholesale Brokerage
Goodwill [Roll Forward]
Beginning balance	226,961
Goodwill of acquired businesses	24
Goodwill, Transfers	0
Goodwill disposed of relating to sales of businesses	0
Ending balance	226,985
Services
Goodwill [Roll Forward]
Beginning balance	112,220
Goodwill of acquired businesses	22,294
Goodwill, Transfers	0
Goodwill disposed of relating to sales of businesses	0
Ending balance	$ 134,514

XML

Amortizable Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 1,444,729		$ 1,428,426
Accumulated Amortization	(705,174)		(683,746)
Net Carrying Value	739,555		744,680
Purchased customer accounts
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,415,155		1,398,986
Accumulated Amortization	(677,933)		(656,799)
Net Carrying Value	$ 737,222		742,187
Weighted Average Life (Years)	15 years	15 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 29,574		29,440
Accumulated Amortization	(27,241)		(26,947)
Net Carrying Value	$ 2,333		$ 2,493
Weighted Average Life (Years)	6 years 9 months 18 days	6 years 9 months 18 days

XML

Amortizable Intangible Assets - Additional Information (Detail) $ in Millions	Mar. 31, 2016 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense estimated, year one (2015)	$ 85.5
Amortization expense estimated, year two (2016)	82.7
Amortization expense estimated, year three (2017)	77.5
Amortization expense estimated, year four (2018)	72.9
Amortization expense estimated, year five (2019)	$ 65.6

XML

Long-Term Debt - Long-Term Debt Instrument (Detail) - USD ($)	Mar. 31, 2016	Dec. 31, 2015	Jan. 15, 2015	Apr. 16, 2014	Apr. 15, 2014	Jul. 01, 2013
Debt Instrument [Line Items]
Total current portion of long-term debt	$ 80,492,000	$ 73,125,000
Total notes	598,667,000	598,628,000
Long-term credit agreements	467,500,000	481,250,000		$ 25,000,000.0
Debt Issuance Costs, Gross	(7,840,000)	(8,260,000)
Total long-term debt	1,058,327,000	1,071,618,000
Current portion of long-term debt	80,492,000	73,125,000
Total debt	1,138,819,000	1,144,743,000
Notes Payable, Current	492,000	0
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016
Debt Instrument [Line Items]
Current portion of senior notes	25,000,000	25,000,000	$ 25,000,000
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018
Debt Instrument [Line Items]
Total notes	100,000,000	100,000,000
4.200% senior notes, semi-annual interest payments, balloon due 2024
Debt Instrument [Line Items]
Total notes	498,667,000	498,628,000
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.75%, expires May 20, 2019
Debt Instrument [Line Items]
Current portion of loan facility	55,000,000	48,125,000
Long-term credit agreements	467,500,000	$ 481,250,000
Revolving Credit Loan Expires In Two Thousand Sixteen [Member]
Debt Instrument [Line Items]
Long-term credit agreements	$ 0
Beecher [Member] | Wells Fargo [Member]
Debt Instrument [Line Items]
Long-term credit agreements					$ 50,000,000.0	$ 50,000,000.0

XML

Long-Term Debt - Long-Term Debt Instrument (Additional Information) (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Sep. 18, 2014	May 20, 2014	Apr. 16, 2014	Apr. 15, 2014	Jul. 01, 2013
Debt Instrument [Line Items]
Long-term Line of Credit	$ 467,500,000	$ 481,250,000			$ 25,000,000.0
Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term Line of Credit	$ 522,500,000	$ 529,400,000
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	5.66%	5.66%
Debt instrument maturity year	2016	2016
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	4.50%	4.50%
Debt instrument maturity year	2018	2018
4.200% senior notes, semi-annual interest payments, balloon due 2024
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	4.20%	4.20%
Debt instrument maturity year	2024	2024
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.75%, expires May 20, 2019
Debt Instrument [Line Items]
Long-term Line of Credit	$ 467,500,000	$ 481,250,000
Line of credit facility, expiration period	5 years	5 years
Line of credit facility, expiration date	May 20, 2019	May 20, 2019
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.75%, expires May 20, 2019 | LIBOR
Debt Instrument [Line Items]
Debt instrument, variable interest rate	1.75%	1.75%
Five Year Revolving Loan Facility Expires In Two Thousand Twenty-Two [Member]
Debt Instrument [Line Items]
Long-term Line of Credit	$ 0	$ 0
Line of credit facility, expiration period	5 years	5 years
Line of credit facility, commitment fee percentage	0.25%	0.25%
Line of credit facility, expiration date	May 20, 2019	May 20, 2019
Five Year Revolving Loan Facility Expires In Two Thousand Twenty-Two [Member] | LIBOR
Debt Instrument [Line Items]
Debt instrument, variable interest rate	1.50%	1.50%
Five Year Term Loan Facility Expires In Two Thousand Ninteen Current [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	0.20%	0.20%
Debt instrument maturity year	2019	2019
Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.40% and availability fee up to 0.25%, expires December 31, 2016
Debt Instrument [Line Items]
Long-term Line of Credit	$ 0
Line of credit facility, expiration date	Dec. 31, 2016	Dec. 31, 2016
Maximum | Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.40% and availability fee up to 0.25%, expires December 31, 2016
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage	0.25%	0.25%
Maximum | Revolving credit loan, quarterly interest payments, LIBOR plus up to 1.40% and availability fee up to 0.25%, expires December 31, 2016 | LIBOR
Debt Instrument [Line Items]
Debt instrument, variable interest rate	1.40%	1.40%
Wells Fargo [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	$ 800,000,000	$ 800,000,000
Beecher [Member] | Wells Fargo [Member]
Debt Instrument [Line Items]
Long-term Line of Credit						$ 50,000,000.0	$ 50,000,000.0
Uncommitted Facility [Member] | New Master Agreement [Member]
Debt Instrument [Line Items]
Long-term Line of Credit		$ 0
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Line of Credit			$ 475,000,000	$ 375,000,000
Revolving Credit Facility [Member] | Maximum | LIBOR
Debt Instrument [Line Items]
Debt instrument, variable interest rate	1.50%
Term Loan [Member]
Debt Instrument [Line Items]
Long-term Line of Credit				$ 550,000,000.0

XML

Long-Term Debt - Narrative (Detail)			3 Months Ended
	Sep. 18, 2014 USD ($)	May 20, 2014 extension	Mar. 31, 2016 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)	Jan. 15, 2015 USD ($)	Apr. 17, 2014 USD ($)	Sep. 15, 2011 USD ($)	Feb. 01, 2008 USD ($)	Dec. 22, 2006 USD ($)
Debt Instrument [Line Items]
Revolving and term loan			$ 50,000,000.0
Potential increased in line of credit facility							$ 500,000,000.0
Unsecured revolving credit facility							800,000,000.0
Unsecured term loans							550,000,000.0
Outstanding debt balance			1,138,819,000		$ 1,144,743,000
5.660% senior notes, Series C, semi-annual interest payments, balloon due 2016
Debt Instrument [Line Items]
Current portion of senior notes			25,000,000		25,000,000	$ 25,000,000
Credit Agreement
Debt Instrument [Line Items]
Number of extension periods | extension		2
Extension period		1 year
Unsecured revolving credit facility							$ 1,350,000,000.0
First principal payment			13,800,000
Unsecured Senior Notes
Debt Instrument [Line Items]
Debt instrument interest rate stated percentage	4.20%
Debt instrument, face amount	$ 500,000,000.0
Debt instrument maturity year	2024
Outstanding debt balance			$ 500,000,000		500,000,000
Wells Fargo Revolver
Debt Instrument [Line Items]
Debt instrument, maturity date			Dec. 31, 2016
Potential increased in line of credit facility			$ 75,000,000.0
Borrowings outstanding			$ 0
Line of Credit | Wells Fargo Revolver
Debt Instrument [Line Items]
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%
Revolving Credit Facility
Debt Instrument [Line Items]
Proceeds from lines of credit			$ 0	$ 0
Master Agreement
Debt Instrument [Line Items]
Unsecured senior notes outstanding			125,000,000
Master Agreement | Series C
Debt Instrument [Line Items]
Unsecured senior notes outstanding									$ 25,000,000.0	$ 25,000,000.0
Debt instrument interest rate stated percentage										5.66%
Master Agreement | Series D
Debt Instrument [Line Items]
Debt instrument interest rate stated percentage									5.37%
Master Agreement | Series E
Debt Instrument [Line Items]
Unsecured senior notes outstanding								$ 100,000,000.0
Debt instrument interest rate stated percentage								4.50%
New Master Agreement [Member]
Debt Instrument [Line Items]
Unsecured senior notes outstanding			$ 1,138,819,000		$ 1,153,003,000
LIBOR
Debt Instrument [Line Items]
30-day Adjusted LIBOR Rate			0.44%
Minimum | Revolving Credit Facility
Debt Instrument [Line Items]
Facility fee			0.15%
Minimum | LIBOR | Term Loan
Debt Instrument [Line Items]
Debt instrument, variable interest rate			1.00%
Minimum | LIBOR | Line of Credit | Wells Fargo Revolver
Debt Instrument [Line Items]
Debt instrument, variable interest rate			1.00%
Minimum | LIBOR | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, variable interest rate			0.85%
Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Facility fee			0.25%
Maximum | LIBOR | Term Loan
Debt Instrument [Line Items]
Debt instrument, variable interest rate			1.75%
Maximum | LIBOR | Line of Credit | Wells Fargo Revolver
Debt Instrument [Line Items]
Debt instrument, variable interest rate			1.40%
Maximum | LIBOR | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, variable interest rate			1.50%

XML

Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities - Significant Non-Cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash paid during the period for:
Interest	$ 14,323	$ 14,899
Income taxes	6,922	8,004
Significant non-cash investing and financing activities
Other payable issued for purchased customer accounts	300	5
Estimated acquisition earn-out payables and related charges	606	5,653
Business Acquisition Cost of Entity Note Payable	492	0
Notes received on the sale of fixed assets and customer accounts	$ 0	$ 362

XML

Segment Information - Additional Information (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) Segment	Mar. 31, 2015 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | Segment	4
Total revenues	$ 424,173	$ 404,298
London, Bermuda and Cayman Islands
Segment Reporting Information [Line Items]
Total revenues	$ 2,800	$ 2,700

XML

Segment Information - Summarized Financial Information Reportable Segments (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Segment Reporting Information [Line Items]
Total revenues	$ 424,173	$ 404,298
Investment income	418	220
Amortization	21,610	21,625
Depreciation	5,318	5,183
Interest expense	9,897	9,851
Income before income taxes	102,549	93,778
Total assets	4,992,960	4,838,942	$ 5,004,479
Capital expenditures	4,252	3,727
Operating Segments | Services
Segment Reporting Information [Line Items]
Total revenues	232,188	218,344
Investment income	21	22
Amortization	10,989	10,934
Depreciation	1,637	1,642
Interest expense	10,403	10,158
Income before income taxes	50,452	47,009
Total assets	3,531,100	3,305,917
Capital expenditures	1,049	1,424
Operating Segments | National Programs
Segment Reporting Information [Line Items]
Total revenues	101,070	99,555
Investment income	248	45
Amortization	7,108	7,235
Depreciation	1,929	1,766
Interest expense	12,590	14,955
Income before income taxes	13,803	9,476
Total assets	2,499,870	2,407,695
Capital expenditures	1,932	1,489
Operating Segments | Wholesale Brokerage
Segment Reporting Information [Line Items]
Total revenues	53,414	51,828
Investment income	3	72
Amortization	2,442	2,423
Depreciation	496	563
Interest expense	247	229
Income before income taxes	14,562	14,484
Total assets	888,745	858,149
Capital expenditures	592	451
Operating Segments | Services
Segment Reporting Information [Line Items]
Total revenues	36,568	34,788
Investment income	64	0
Amortization	1,065	1,023
Depreciation	487	530
Interest expense	1,236	1,599
Income before income taxes	5,052	4,502
Total assets	324,269	300,155
Capital expenditures	205	240
Other
Segment Reporting Information [Line Items]
Total revenues	933	(217)
Investment income	82	81
Amortization	6	10
Depreciation	769	682
Interest expense	(14,579)	(17,090)
Income before income taxes	18,680	18,307
Total assets	(2,251,024)	(2,032,974)
Capital expenditures	$ 474	$ 123

XML

Investments - Schedule of Investments in Fixed Maturity Securities (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Cost	$ 23,848	$ 18,094
Gross Unrealized Gains	164	40
Gross Unrealized Losses	(3)	(42)
Fair Value	24,009	18,092
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals
Schedule of Available-for-sale Securities [Line Items]
Cost	19,149	11,876
Gross Unrealized Gains	121	6
Gross Unrealized Losses	0	(26)
Fair Value	19,270	11,856
Foreign government
Schedule of Available-for-sale Securities [Line Items]
Cost	50	50
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Fair Value	50	50
Corporate debt
Schedule of Available-for-sale Securities [Line Items]
Cost	3,725	4,505
Gross Unrealized Gains	26	7
Gross Unrealized Losses	(3)	(16)
Fair Value	3,748	4,496
Short duration fixed income fund
Schedule of Available-for-sale Securities [Line Items]
Cost	924	1,663
Gross Unrealized Gains	17	27
Gross Unrealized Losses	0
Fair Value	$ 941	$ 1,690

XML

Investments - Summary of Unrealized Loss Position (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Fair Value, Less than 12 Months	$ 1,261	$ 11,779
Unrealized Losses, Less than 12 Months	2	40
Fair Value, 12 Months or More	411	284
Unrealized Losses, 12 Months or More	1	2
Fair Value	1,672	12,063
Unrealized Losses	3	42
U.S. Treasury securities, obligations of U.S. Government agencies and Municipals
Schedule of Available-for-sale Securities [Line Items]
Fair Value, Less than 12 Months	243	8,998
Unrealized Losses, Less than 12 Months	0	26
Fair Value, 12 Months or More	0	0
Unrealized Losses, 12 Months or More	0	0
Fair Value	243	8,998
Unrealized Losses	0	26
Foreign government
Schedule of Available-for-sale Securities [Line Items]
Fair Value, Less than 12 Months		50
Unrealized Losses, Less than 12 Months		0
Fair Value, 12 Months or More
Unrealized Losses, 12 Months or More
Fair Value		50
Unrealized Losses		0
Corporate debt
Schedule of Available-for-sale Securities [Line Items]
Fair Value, Less than 12 Months	1,018	2,731
Unrealized Losses, Less than 12 Months	2	14
Fair Value, 12 Months or More	411	284
Unrealized Losses, 12 Months or More	1	2
Fair Value	1,429	3,015
Unrealized Losses	$ 3	$ 16

XML

Investments - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) Securities	Dec. 31, 2015 Securities
Investments, Debt and Equity Securities [Abstract]
Number of securities in unrealized loss position | Securities	12	15
Proceeds from sale of investment in fixed maturity securities	$ 3.4
Investment security maturity date, start	Jan. 01, 2016
Investment security maturity date, End	Mar. 31, 2016
Gross realized gains and losses of securities	insignificant
Investments on deposit with the state insurance department	$ 4.0

XML

Investments - Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Amortized Cost
Due in one year or less	$ 3,494	$ 5,726
Due after one year through five years	20,024	12,038
Due after five years through ten years	330	330
Amortized Cost, Total	23,848	18,094
Fair Value
Due in one year or less	3,494	5,722
Due after one year through five years	20,172	12,041
Due after five years through ten years	343	329
Fair Value, Total	$ 24,009	$ 18,092

XML

Losses and Loss Adjustment Reserve - Effects of Reinsurance on Premiums Written and Earned (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Written
Direct premiums	$ 118,786
Ceded premiums	118,781
Net premiums	5
Earned
Direct premiums	148,644
Ceded premiums	148,639
Net premiums	$ 5

XML

Losses and Loss Adjustment Reserve - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016 USD ($) Reinsurer	Dec. 31, 2015 USD ($)
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Ceded rate of premiums under insurance program	100.00%
Premiums written net	$ 118,781,000
Ceded unpaid loss	58,100,000
The reinsurance recoverable	337,900,000
Prepaid reinsurance premiums	279,784,000	$ 309,643,000
Increase (Decrease) in Loss and Loss Adjustment Expense Reserve	0
Reserve for losses and loss adjustment expense	$ 58,100,000
Number of reinsurers | Reinsurer	3
Homeowners
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Ceded unpaid loss	$ 8,698
Reinsurance recoverable, incurred but not reported claims	10,335
Private Passenger Auto Liability
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Ceded unpaid loss	24,916
Reinsurance recoverable, incurred but not reported claims	14,383
Other Liability
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Ceded unpaid loss	$ 2,009
Wright Flood
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Ceded rate of premiums under insurance program	100.00%
Expenses and allowance rate received in premiums	30.90%
Premiums written net	$ 118,400,000
Wright Flood | Quota Share Agreement
Reinsurance Premiums for Insurance Companies, by Product Segment [Line Items]
Effective cedes rate under quota share agreement	100.00%
Commission rate, percent of ceded written premiums	30.50%
Ceded amount	$ 300,000

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Statutory Financial Information - Additional Information (Detail) - Wright Flood	3 Months Ended
	Mar. 31, 2016 USD ($)
Statutory Accounting Practices [Line Items]
Statutory capital and surplus required	$ 7,500,000
Statutory capital and surplus	17,700,000
Statutory net Income	$ 2,500,000

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Subsidiary Dividend Restrictions - Additional Information (Detail) - Wright Flood $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Dividend Restrictions [Line Items]
Dividend rate as a percentage of net income	100.00%
Ordinary dividends payment description	The maximum amount of ordinary dividends that Wright Flood can pay to shareholders in a rolling twelve month period is limited to the greater of 10% of statutory adjusted capital and surplus as shown on Wright Flood’s last annual statement on file with the superintendent or 100% of adjusted net income.
Maximum dividend payout that may be made without prior approval	$ 4.1
Maximum
Dividend Restrictions [Line Items]
Dividend rate as a percentage of net income	10.00%

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Shareholders' Equity - Additional Information (Detail) - USD ($)	Mar. 31, 2016	Jan. 06, 2016	Dec. 31, 2015	Nov. 11, 2015	Aug. 11, 2015	Jul. 20, 2015	Mar. 05, 2015
Accelerated Share Repurchases [Line Items]
Shares repurchased, authorized amount	$ 250,000,000				$ 50,000,000	$ 400,000,000
Shares repurchased, number of shares received initially (in shares)	7,794,000		7,430,000		3,059,629
Fair value of common stock repurchased	$ 250,025,000		$ 238,775,000
Third Accelerated Share Repurchase Program [Member]
Accelerated Share Repurchases [Line Items]
Shares repurchased, authorized amount		$ 375,000,000
Shares repurchased, aggregate repurchase amount				$ (75,000,000)
Shares repurchased, number of shares received initially (in shares)		363,209		1,985,981
Fair value of common stock repurchased				$ 63,750,000
Accelerated Share Repurchase Agreement [Member]
Accelerated Share Repurchases [Line Items]
Shares repurchased, number of shares received initially (in shares)	7,793,579
Second Accelerated Share Repurchase Agreement
Accelerated Share Repurchases [Line Items]
Shares repurchased, aggregate repurchase amount							$ 100,000,000
Shares repurchased, number of shares received initially (in shares)					391,637		2,667,992
Fair value of common stock repurchased							$ 85,000,000
Repurchase Agreements [Member]
Accelerated Share Repurchases [Line Items]
Shares repurchased, authorized amount	$ 100,000,000