UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2006

BROWN & BROWN, INC.

(Exact name of registrant as specified in its charter)

Florida

0-7201

59-0864469

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

220 South Ridgewood Avenue, Florida 32114

(Address of principal executive offices)    (Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

News Release

Cory T. Walker

July 24, 2006 

Chief Financial Officer

(386) 239-7250

BROWN & BROWN, INC.

SECOND QUARTER 2006 RESULTS ACHIEVE NEW RECORDS

FOR REVENUES AND INCOME

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) announced net income for the second quarter of 2006 of $44,431,000, or $0.32 per share, an increase of 20.0% from the $37,033,000, or $0.27 per share, reported for the quarter ended June 30, 2005. Total revenue for the quarter ended June 30, 2006 was $220,807,000, compared with 2005 second-quarter revenue of $195,931,000, an increase of 12.7%.

Total revenue for the first half of 2006 was $451,389,000, compared with revenue of $398,305,000 for the corresponding period in 2005, up 13.3%. Net income for the first six months of 2006 was $94,457,000, versus $80,051,000 during the comparable 2005 period, an increase of 18.0%.  Net income per share for the six months ended June 30, 2006 was $0.67, versus the $0.57 per share posted during the same period in 2005, an increase of 17.5%.

J. Hyatt Brown, Chairman and CEO, noted, “We had a very good quarter.  We are very pleased with the 6.8% internal growth rate of our core commissions and fees revenue.  In fact, all but one of our seven business operating units showed improvement in their internal growth rates over the previous quarter.  We are optimistic about the continued growth, development and strength of our company.”

President and Chief Operating Officer Jim W. Henderson added, “We are also pleased with the performance of our Producers who have completed our in-house sales school, “Brown & Brown University”. These sales professionals are contributing significantly to our organic growth and give us an encouraging glimpse of our future leadership. On the acquisition front, we have completed 12 transactions so far in 2006 with combined annualized revenue of approximately $32 million and we continue to be very positive about acquisition 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, individual, trade and professional association clients nationwide, the Company is ranked by Business Insurance magazine as the United States’ sixth 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 continuing our revenue, earnings and operating growth, as well as identifying and consummating attractive 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 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, Georgia, New Jersey, New York, Pennsylvania and/or Washington, where significant portions of the Company’s business are concentrated; the actual costs of resolution of contingent liabilities; those factors relevant to Brown & Brown’s consummation and integration of announced acquisitions, including any matters analyzed in the due diligence process, material adverse changes in the customers of the companies whose operations are acquired, and material adverse changes in the business and financial condition of either or both companies and their respective customers; and the cost and impact on the Company of previously disclosed litigation initiated against the Company and 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. 

-2-

For the

For the

Three Months Ended

Six Months Ended

June 30

June 30

2006

2005

2006

2005

REVENUES

Commissions and fees

$217,427

$192,738

$445,342

$393,053

Investment income

2,956

1,524

5,165

2,489

Other income, net

          424

     1,669

          882

     2,763

    Total revenues

  220,807

  195,931

  451,389

  398,305

EXPENSES

Employee compensation and benefits

103,180

94,100

203,910

184,484

Non-cash stock-based compensation

1,434

788

3,764

1,679

Other operating expenses

30,134

25,980

61,103

53,122

Amortization

8,978

8,357

17,978

15,892

Depreciation

2,785

2,527

5,380

4,894

Interest

     3,329

     3,711

     6,851

     7,253

     Total expenses

  149,840

  135,463

  298,986

  267,324

Income before income taxes

70,967

60,468

152,403

130,981

Income taxes

   26,536

   23,435

  57,946

  50,930

     Net income

$ 44,431

$ 37,033

$ 94,457

$ 80,051

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Net income per share:

  Basic

$0.32

$0.27

$0.68

$0.58

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====

====

  Diluted

$0.32

$0.27

$0.67

$0.57

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====

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Weighted average number of shares outstanding:

  Basic

139,511

138,312

139,447

138,318

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======

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  Diluted

141,006

139,476

140,915

139,448

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Dividends declared per share

$0.05

$0.04

$0.10

$0.08

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-3-

Quarter

Quarter

Ended

Ended

6/30/06

6/30/05

Total core commissions and fees⁽¹⁾

$212,823       

$188,263

Contingent commissions

      4,604

4,002

Divested business

            -

          473

Total commission & fees

$217,427        

$192,738

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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).