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Brown & Brown, Inc. Achieves 10th Consecutive Record Year With 2002 Results

January 15, 2003

DAYTONA BEACH, Fla. and TAMPA, Fla., Jan. 15 /PRNewswire-FirstCall/ -- Brown & Brown, Inc. (NYSE: BRO) today announced record earnings for 2002. Net income rose to $83,122,000, or $1.22 per share, an increase of 54.2% over the $53,913,000, or $0.85 per share earned in year 2001. Total revenues for the year rose to $455,742,000, up 24.9% versus the $365,029,000 achieved in 2001.

Fourth quarter 2002 net income increased to $21,380,000, or $0.31 per share, compared with the 2001 fourth quarter net income of $15,215,000, or $0.24 per share, a 40.5% increase. Total revenue for the 2002 fourth quarter was $119,147,000, compared to 2001 fourth quarter revenue of $95,877,000, a 24.3% increase.

"Consistency of earnings is the benchmark investors use to gain confidence in the future of their investment. When we became publicly owned in 1993, a commitment was made to grow at least 15% per quarter, ad infinitum. For 10 years, we have delivered on that commitment! Our commitment for continued exceptional earnings growth was exemplified by our 46% EPS growth in 2001 followed by 2002's 44% EPS growth. Because of our operating systems and the quality of our people, Brown & Brown is well positioned to continue to deliver outstanding results. Four years ago we announced our goal to record a 28% pre-tax margin by 2002. We have achieved that goal. The stage is now set to accomplish our next goal, in the not too distant future, of a billion dollars in revenue and a 40% operating margin (pre-tax income with interest and amortization expense added back)," noted Chairman and Chief Executive Officer, J. Hyatt Brown.

Jim W. Henderson, President and Chief Operating Officer added, "We con- tinue to see ever increasing opportunity for new merger and acquisition relationships that should continue our external growth. At the same time, we anticipate the continuation of firm insurance rates and rationed capacity, to help us maintain favorable internal growth through 2003, and probably beyond."

Brown & Brown, Inc. and its subsidiaries provide a broad range of insur- ance and reinsurance products and services, as well as risk management, employee benefit administration, and managed health care services through offices located across the United States. The company is ranked by Business Insurance magazine as the nation's sixth largest independent insurance inter- mediary organization. Our Web address is www.bbinsurance.com.

This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not his- torical facts, but instead represent only the Company's belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. It is possible that the Company's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Further information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results, are contained in the Company's filings with the Securities and Exchange Commission. Some factors include: general economic conditions around the country; downward commercial property and casualty premium pres- sures; the competitive environment; the integration of the Company's opera- tions with those of businesses or assets the Company has acquired or may acquire in the future and the failure to realize the expected benefits of such integration; and the potential occurrence of a disaster that affects certain areas of the States of Arizona, California, Florida and/or New York, where significant portions of the Company's business are concentrated. All forward- looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circum- stances that subsequently occur or of which we hereafter become aware.

                             BROWN & BROWN, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)
                    (in thousands, except per share data)

                                               For the           For the
                                             Three-Months     Twelve-Months
                                                Ended             Ended
                                              December 31,      December 31,
                                       2002      2001     2002     2001
    REVENUES
    Commissions and fees                $117,402   $95,127 $452,289 $359,697
    Investment income                        723       773    2,945    3,686
    Other income (loss)                    1,022       (23)     508    1,646

        Total revenues                   119,147    95,877  455,742  365,029



    EXPENSES
    Employee compensation and benefits    60,224    47,052  224,755  187,653
    Non-cash stock grant compensation        798       512    3,823    1,984
    Other operating expenses              19,381    15,954   66,554   56,815
    Amortization                           3,848     4,289   14,042   15,860
    Depreciation                           1,926     1,319    7,245    6,536
    Interest                               1,103       878    4,659    5,703

         Total expenses                   87,280    70,004  321,078  274,551


    Income before income taxes and
     minority interest                    31,867    25,873  134,664   90,478

    Income taxes                           9,721    10,031   49,271   34,834

    Minority interest, net of income
     taxes                                   766       627    2,271    1,731

    Net income                           $21,380   $15,215  $83,122  $53,913


    Net income per share:
      Basic                                $0.31     $0.24    $1.24    $0.86
      Diluted                              $0.31     $0.24    $1.22    $0.85

    Weighted average number of shares
    outstanding:
      Basic                               68,187    63,053   67,283   62,563
      Diluted                             68,953    63,837   68,043   63,222



                             BROWN & BROWN, INC.
                           INTERNAL GROWTH SCHEDULE
                        CORE COMMISSIONS AND FEES (1)
                     THREE-MONTHS ENDED DECEMBER 31, 2002
                                 (Unaudited)
                                (in thousands)

                                                              Less
                        Quarter   Quarter  Total   Total    Acquisi-  Internal
                         Ended     Ended    Net     Net       tion      Net
                       12/31/02  12/31/01  Change  Growth%  Revenues  Growth%

    Florida Retail      $31,843  $28,098  $3,745   13.3%       $130   12.9%
    National Retail      31,627   25,977   5,650   21.8%      5,130    2.0%
    Western Retail       18,459   15,065   3,394   22.5%      2,269    7.5%

        Total Retail     81,929   69,140  12,789   18.5%      7,529    7.6%


    Professional
     Programs             6,871    3,546   3,325   93.8%      3,318    0.2%
    Special Programs     11,858    8,745   3,113   35.6%         --   35.6%

        Total Programs   18,729   12,291   6,438   52.4%      3,318   25.4%

    Brokerage             6,482    2,969   3,513  118.3%      1,295   74.7%

    TPA Services          7,245    6,338     907   14.3%         --   14.3%

    Total Core
     Commissions and
     Fees (1)          $114,385  $90,738 $23,647   26.1%    $12,142   12.7%

(1) Total Commissions and Fees excluding profit sharing contingency revenues and divestitures.

                             BROWN & BROWN, INC.
                          CONSOLIDATED BALANCE SHEET
                                 (Unaudited)
                                (in thousands)
                                             December 31,   December 31,
                                                 2002            2001
    ASSETS
    Current Assets:
      Cash and cash equivalents                      $91,247         $16,048
      Restricted cash                                 79,796          50,328
      Short-term investments                             446             451
      Premiums, commissions and fees                 144,244         101,449
       receivable
      Other current assets                            16,527           8,230

        Total current assets                         332,260         176,506

    Fixed assets, net                                 24,730          25,544
    Goodwill, net                                    176,269         112,974
    Other intangible assets, net                     203,984         155,337
    Investments                                        8,585           8,983
    Deferred income taxes                              1,788           1,519
    Other assets                                       6,733           7,874

        Total assets                                $754,349        $488,737

    LIABILITIES
    Currrent Liabilities:
      Premiums payable to insurance
       companies                                    $191,682        $151,649
      Premium deposits and credits due
       clients                                        16,723          12,078
      Accounts payable                                15,393          10,085
      Accrued expenses                                46,586          31,930
      Current portion of long-term
       debt                                           27,334          20,855
        Total current liabilities                    297,718         226,597

    Long-term debt                                    57,585          78,195

    Other liabilities                                  5,604           6,308

    Minority Interest                                  1,852           2,352

    SHAREHOLDERS' EQUITY
    Common stock, par value $0.10 per
     share; authorized 140,000 shares;
     issued 68,178 at 2002 and 63,194 at  2001         6,818           6,319
    Additional paid-in capital                       159,564          11,181
    Retained earnings                                223,102         153,392
    Accumulated other comprehensive
     income                                            2,106           4,393

        Total shareholders' equity                   391,590         175,285

        Total liabilities and share
          holders' equity                           $754,349        $488,737

SOURCE Brown & Brown, Inc.

-0- 01/15/2003

/CONTACT: Cory T. Walker, Chief Financial Officer, Brown & Brown, Inc., +1-386-239-7250/

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