News Release

Cory T. Walker

July 20, 2009

Chief Financial Officer

(386) 239-7250

BROWN & BROWN, INC.

ANNOUNCES A 2.4% INCREASE IN COMMISSIONS AND FEES REVENUES

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced its net income and net income per share for the second quarter of 2009.  Additionally, it announced that its total commissions and fees revenues for the second quarter of 2009 increased 2.4% over the second quarter of 2008.

Net income for the second quarter of 2009 was $40,668,000, or $0.29 per share, compared with $40,398,000, or $0.29 per share for the same quarter of 2008.  Total revenue for the second quarter ended June 30, 2009 was $246,369,000, compared with 2008 second-quarter revenue of $241,720,000. 

Total revenue for the six months ended June 30, 2009 was $509,949,000, compared with total revenue for the first half of 2008 of $498,435,000.  Net income for the six-month period ended June 30, 2009 was $88,680,000, or $0.63 per share, compared with $92,158,000, or $0.65 per share for the same period of 2008.

J. Powell Brown, President and Chief Executive Officer of Brown & Brown, Inc., noted, "This insurance market continues to be challenging due principally to the current economic environment.  However, by delivering for our existing clients and securing new business, we were able to sustain our revenues and earnings quarter over quarter."

Jim W. Henderson, Vice Chairman and Chief Operating Officer of the Company, added, "We continue to evaluate an ample inventory of acquisition prospects.  The temporary pause in deal closings is in part due to the current economic environment.  We remain optimistic about the long-term M & A opportunities."

Brown & Brown, Inc. and its subsidiaries offer a broad range of insurance and reinsurance products and services, as well as risk management, third party administration, managed health care, and Medicare set-aside services and programs. Providing service to business, public entity, quasi-public entity, individual, trade and professional association clients nationwide, the Company is ranked by Business Insurance magazine as the United States' seventh largest independent insurance intermediary.   The Company's Web address is www.bbinsurance.com. 

This press release may contain certain statements relating to future results which are forward-looking statements, including those relating to future financial results and to acquisition opportunities. These statements are not historical facts, but instead represent only the Company's current 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, financial condition and achievements may differ, possibly materially, from the anticipated results, financial condition and achievements contemplated by these forward-looking statements. Further information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results and condition, as well as its other achievements, 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 pressures; the effects of legislative and regulatory changes in Florida pertaining to the insurance industry, including those relating to coastal property coverages; the competitive environment; the integration of the Company's operations 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; the potential occurrence of a disaster that affects certain areas of the States of California, Florida, Indiana, Michigan, New Jersey, New York, Pennsylvania, Texas and/or Washington, where significant portions of the Company's business are concentrated; and the cost and impact on the Company of previously disclosed regulatory inquiries regarding industry and Company practices with respect to compensation received from insurance carriers. All forward-looking statements made herein are made only as of the date of this release, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware. 

# # #

Brown & Brown, Inc.

CONSOLIDATED STATEMENTS OF INCOME

  (in thousands, except per share data)

(unaudited)

For the

For the

Three Months Ended

Six Months Ended

June 30

June 30

2009

2008

2009

2008

REVENUES

Commissions and fees

$244,595

$238,835

$508,559

$492,363

Investment income

460

1,909

770

3,908

Other income, net

     1,314

        976

       620

    2,164

    Total revenues

  246,369

  241,720

509,949

498,435

EXPENSES

Employee compensation and benefits

122,625

120,514

249,966

241,701

Non-cash stock-based compensation

1,695

1,800

3,511

3,744

Other operating expenses

35,620

34,384

71,484

65,588

Amortization

12,519

11,392

24,904

22,508

Depreciation

3,299

3,292

6,632

6,538

Interest

     3,632

     3,744

     7,266

     7,178

     Total expenses

  179,390

  175,126

  363,763

  347,257

Income before income taxes

66,979

66,594

146,186

151,178

Income taxes

   26,311

   26,196

   57,506

   59,020

Net income

$ 40,668

$ 40,398

$ 88,680

$ 92,158

Net income per share:

  Basic

$0.29

$0.29

$0.63

$0.65

  Diluted

$0.29

$0.29

$0.63

$0.65

Weighted average number of shares outstanding:

  Basic

141,523

140,723

141,540

140,713

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  Diluted

141,888

141,265

141,865

141,330

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Dividends declared per share

$0.075

$0.07

$0.15

$0.14

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Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees⁽¹⁾

Three Months Ended June 30, 2009

(in thousands)

(unaudited)

Quarter

Quarter

Total

Total

Less

Internal

Internal

Ended

Ended

Net

Net

Acquisition

Net

Net

6/30/09

6/30/08

Change

Growth %

Revenues

Growth $

Growth %

Florida Retail

      $  43,991

$   45,334

$    (1,343)

    (3.0)%

$      2,536

$    (3,879)

   (8.6)%

National Retail

78,857

73,603

    5,254

   7.1%

   9,345

         (4,091)

   (5.6)%

Western Retail

    24,646

    23,688

         958

     4.0%

        4,467

      (3,509)

   (14.8)%

  Total Retail

  147,494

  142,625

      4,869

   3.4%

      16,348

    (11,479)

   (8.0)%

Wholesale Brokerage

41,409

44,370

      (2,961)

    (6.7)%

     364

     (3,325)

  (7.5)%

Professional Programs

9,531

9,335

           196

    2.1%

        -

          196

2.1%

Special Programs

    31,096

    27,412

     3,684

  13.4%

       314

         3,370

   12.3%

  Total National Programs

    40,627

    36,747

     3,880

    10.6%

       314

         3,566

     9.7%

Services

      8,259

      7,982

        277

  3.5%

            -

            277

  3.5%

Total Core Commissions

    and Fees ⁽¹⁾

$237,789

$231,724

$  6,065

2.6%

$ 17,026

$  (10,961)

(4.7)%

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Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended June 30, 2009 and 2008

(in thousands)

(unaudited)

Quarter

Quarter

Ended

Ended

6/30/09

6/30/08

Total core commissions and fees⁽¹⁾

$237,789

$231,724

Contingent commissions

  6,806

  5,412

Divested business

              -

        1,699

Total commission & fees

$244,595

$238,835

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(1)

Total core commissions and fees are our total commissions and fees less (i) profit-sharing contingent commissions (revenue derived from special revenue-sharing commissions from insurance companies based upon the volume and the growth and/or profitability of the business placed with such companies during the prior year), and (ii) divested business (commissions and fees generated from offices, books of business or niches sold by the Company or terminated).

Brown & Brown, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

June 30,

December 31,

2009

2008

ASSETS

Current assets:

  Cash and cash equivalents

$   189,994

  $     78,557

  Restricted cash and investments

   160,121

144,750

  Short-term investments

7,640

7,511

  Premiums, commissions and fees receivable

235,463

244,515

  Deferred income taxes

-

14,171

  Other current assets

       24,302

       33,528

    Total current assets

617,520

523,032

Fixed assets, net

63,189

63,520

Goodwill

1,050,720

1,023,372

Amortizable intangible assets, net

488,021

495,627

Other assets

       10,762

       14,029

    Total assets

$2,230,212

$2,119,580

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LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

  Premiums payable to insurance companies

$   397,991

$   357,707

  Premium deposits and credits due customers

39,003

43,577

  Accounts payable

33,378

18,872

  Accrued expenses

78,493

96,325

  Current portion of long-term debt

       4,015

       6,162

    Total current liabilities

552,880

522,643

Long-term debt

250,289

253,616

Deferred income taxes, net

98,635

90,143

Other liabilities

15,223

11,437

Shareholders' equity:

  Common stock, par value $0.10 per share;

     authorized 280,000 shares; issued and

     outstanding 141,481 at 2009 and 141,544 at 2008

14,148

14,154

  Additional paid-in capital

254,185

250,167

  Retained earnings

1,044,852

977,407

  Accumulated other comprehensive income

                 -

               13

    Total shareholders' equity

  1,313,185

  1,241,741

    Total liabilities and shareholders' equity

$2,230,212

$2,119,580

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