UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
x
|
Annual
Report Pursuant to Section 15(d) of The Securities Exchange Act of
1934
|
For the
Fiscal Year Ended December 31, 2008
OR
o
|
Transition
Report Pursuant to Section 15(d) of The Securities Exchange Act of
1934
|
For The
Transition Period From _________ To ________.
Commission
file number 0-7201
A.
|
Full
title of the plan and the address of the plan, if different from that
of the issuer named below:
|
BROWN
& BROWN, INC.
EMPLOYEES'
SAVINGS PLAN AND TRUST
B.
|
Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
|
BROWN
& BROWN, INC.
220
SOUTH RIDGEWOOD AVENUE
DAYTONA
BEACH, FLORIDA 32114
BROWN
& BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
FINANCIAL
STATEMENTS AND SUPPLEMENTAL SCHEDULE
TABLE OF
CONTENTS
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Page
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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2
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FINANCIAL
STATEMENTS:
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Statement
of Net Assets Available for Benefits as of December 31, 2008 and
2007
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3
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Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2008
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4
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Notes
to Financial Statements
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5-9
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SUPPLEMENTAL
SCHEDULE:
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Form
5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of
Year)
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10-15
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SIGNATURE
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16
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EXHIBIT INDEX
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17
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Trustees
Brown
& Brown, Inc. Employees’ Savings Plan and Trust
Daytona
Beach, Florida
We have
audited the accompanying statements of net assets available for benefits of the
Brown & Brown, Inc. Employees’ Savings Plan and Trust (the “Plan”) as
of December 31, 2008 and 2007, and the related statement of changes in net
assets available for benefits for the year ended December 31,
2008. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan
at December 31, 2008 and 2007, and the changes in the net assets
available for benefits for the year ended December 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits
were performed for the purpose of forming an opinion on
the financial statements taken
as a whole. The accompanying
supplemental schedule of assets (held
at end of year) as of
December 31, 2008 is presented for purposes of additional analysis
and is not a required part of the financial
statements but is supplementary information
required by the Department of Labor's
Rules and Regulations for Reporting
and Disclosure under the Employee Retirement
Income Security Act of 1974. This supplemental
schedule is the responsibility of
the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/
Hancock Askew & Co., LLP
Savannah,
Georgia
June 30,
2009
BROWN & BROWN, INC. EMPLOYEES’
SAVINGS PLAN AND TRUST
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|
|
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STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
|
|
AS
OF DECEMBER 31, 2008 AND 2007
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|
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2008
|
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|
2007
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ASSETS
|
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|
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CASH
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$
|
452,198
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|
$
|
610,477
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INVESTMENTS:
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Participant
directed—at fair value:
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Money
market fund
|
|
|
18,054,819
|
|
|
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11,463,011
|
|
Registered
investment companies (mutual funds)
|
|
|
98,305,324
|
|
|
|
137,134,334
|
|
Employer
common stock
|
|
|
36,892,314
|
|
|
|
45,609,990
|
|
Pooled
separate account
|
|
|
30,731,615
|
|
|
|
24,678,099
|
|
Personal
choice retirement account
|
|
|
7,929,576
|
|
|
|
16,368,860
|
|
Participant
loans
|
|
|
4,936,792
|
|
|
|
4,205,263
|
|
|
|
|
|
|
|
|
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Total
investments
|
|
|
196,850,440
|
|
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239,459,557
|
|
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RECEIVABLES—Employer
contributions
|
|
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4,403,055
|
|
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3,785,388
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|
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NET
ASSETS AVAILABLE FOR BENEFITS, at fair value
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|
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201,705,693
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|
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243,855,422
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|
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|
|
|
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Adjustment
from fair value to contract value
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|
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for
fully benefit-responsive investment contracts
|
|
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228,026
|
|
|
|
(92,284
|
)
|
|
|
|
|
|
|
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NET
ASSETS AVAILABLE FOR BENEFITS
|
|
$
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201,933,719
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|
|
$
|
243,763,138
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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See
notes to financial statements.
|
|
|
|
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|
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BROWN & BROWN, INC.
EMPLOYEES’ SAVINGS PLAN AND TRUST
|
|
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
FOR
THE YEAR ENDED DECEMBER 31, 2008
|
|
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ADDITIONS:
|
|
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Investment
income:
|
|
|
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Interest
on participants' loans
|
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$
|
352,227
|
|
Dividends
on employer common stock
|
|
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532,014
|
|
|
|
|
|
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Contributions:
|
|
|
|
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Participant
|
|
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17,909,063
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Employer
|
|
|
11,181,902
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Rollovers
from other qualified plans
|
|
|
4,359,252
|
|
Total
contributions
|
|
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33,450,217
|
|
|
|
|
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Total
additions
|
|
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34,334,458
|
|
|
|
|
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DEDUCTIONS:
|
|
|
|
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Net
realized and unrealized depreciation in fair value of
investments
|
|
|
51,972,225
|
|
Benefits
paid to participants
|
|
|
24,154,385
|
|
Administrative
expenses
|
|
|
37,267
|
|
|
|
|
|
|
Total
deductions
|
|
|
76,163,877
|
|
|
|
|
|
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NET
DECREASE IN ASSETS AVAILABLE FOR BENEFITS
|
|
|
(41,829,419
|
)
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR BENEFITS—Beginning of year
|
|
|
243,763,138
|
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR BENEFITS —End of year
|
|
$
|
201,933,719
|
|
|
|
|
|
|
|
|
|
|
|
See
notes to financial statements.
|
|
|
|
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2008 AND 2007, AND FOR THE YEAR ENDED DECEMBER 31,
2008
1.
|
DESCRIPTION
OF THE PLAN
|
The
following brief description of the Brown & Brown, Inc. Employees’ Savings
Plan and Trust (the “Plan”) is provided for general information purposes
only. Participants should refer to the Plan document for a more complete
description of the Plan’s provisions.
General
—The Plan is a defined contribution plan. Substantially all employees who are at
least 18 years of age and who work at least 20 hours per week are eligible to
participate in the Plan effective the first full payroll period after one month
of service. The Plan is intended to assist Brown & Brown, Inc. and its U. S.
subsidiaries (the “Employer”) in its efforts to attract and retain
competent employees by enabling eligible employees to share in the profits of
the Employer and to supplement retirement income. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(“ERISA”).
Benefit
Payments
—Benefits under the Plan are payable upon normal (after age 65)
or early (after age 59-1/2) retirement, death, disability, severe financial
hardship, or termination of service and are based on the vested balance in the
participant’s account. Distributions of vested account balances will be made in
the form of a single lump-sum payment or in some other optional form of payment,
as defined in the Plan. If the participant’s vested account is $5,000 or less,
the participant will be prompted to distribute his or her funds to another
qualified plan in a timely fashion or be subject to an immediate lump-sum
distribution.
Administration
—The Plan is administered by a designated Plan Administrator
(the “Administrator”), which has been appointed by the Board of Directors
(the “Board”) of the Employer. Information about the Plan document, such as
provisions for allocations to participants’ accounts, vesting, benefits, and
withdrawals, is contained in the Summary Plan Description. Copies of this
document are available on the employee benefits Web site accessible to employee
of the Employer or from the Administrator. Diversified Investment Advisors, Inc.
(“Diversified”) served as the recordkeeper of the Plan and Investors Bank
& Trust Company of Boston, Massachusetts (the “Trustee”), served as the
trustee of the Plan in the year ended December 31, 2008.
Administrative
Expenses
—All investment-related expenses are charged against Plan
earnings or are paid by the Plan. All other expenses are paid by the
Employer.
Contributions
—Participants may elect to contribute, subject to certain limitation, any
percentage of annual compensation as contributions to the Plan, up to the
allowable limits specified in the Internal Revenue Code. The Employer
makes matching contributions to the Plan of 100% of each participant’s
contribution, not to exceed 2.5% of each
participant’s eligible compensation on a pay-period basis. The
Plan permits the Board of Directors of the Employer to authorize optional
profit-sharing contributions allocated to participants based on eligible
compensation. The Board authorized an optional profit-sharing contribution of
1.5% of eligible compensation, up to a maximum of $230,000 for all eligible
employees for the year ended December 31, 2008.
Vesting
—Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the Employer matching contributions and
optional profit sharing contributions are based on years of credited service and
are subject to the following vesting schedule:
|
Years
of
|
|
Vested
|
|
|
Credited
Service
|
|
Interest
|
|
|
|
|
|
|
|
Less
than 1
|
|
0
|
%
|
|
1
|
|
20
|
|
|
2
|
|
40
|
|
|
3
|
|
60
|
|
|
4
|
|
80
|
|
|
5
or more
|
|
100
|
|
Forfeited
balances of terminated participants’ nonvested accounts are used to offset Plan
expenses and to reduce future Employer matching contributions. As of
December 31, 2008, forfeited amounts available to offset future Employer
contributions were approximately
$
577,000. During
the year ended December 31, 2008, approximately $737,000 of forfeited amounts
were used to offset Employer contributions.
Investment Income
and Expenses
—Each participant’s account shall be allocated the
investment income and expenses of each fund based on the value of each
participant’s account invested in each fund, in proportion to the total value of
all accounts in each fund, taking into account any contributions to or
distributions from the participant’s account in each fund. General expenses of
the Plan not paid by the Employer and not attributable to any particular fund
shall be allocated among participants’ accounts in proportion to the value of
each account, taking into consideration each participant’s contributions and
distributions.
Participant
Loans
—A participant may borrow from his or her own account a minimum of
$1,000, up to a maximum equal to the lesser of $50,000 or 50% of the
participant’s vested account balance. Participants may not have more than two
loans outstanding at any time. Loans, which are repayable each pay period for
periods generally up to five years, are collateralized by a security interest in
the borrower’s vested account balance. The loans bear interest at the rate of
prime plus 1%, determined at the time the loan is approved. As of
December 31, 2008, interest rates ranged from 4.25% to 10.5%.
Plan
Termination
—Although it has not expressed any intent to do so, the
Employer may terminate the Plan at any time, either wholly or partially, by
notice in writing to the participants and the Trustee. Upon termination, the
rights of participants in their accounts will become 100% vested. The Employer
may temporarily discontinue contributions to the Plan, either wholly or
partially, without terminating the Plan.
2.
|
USE
OF ESTIMATES AND SIGNIFICANT ACCOUNTING
POLICIES
|
Use of
Estimates
—The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual results
could differ from those estimates.
Basis of
Accounting
—The accompanying financial statements of the Plan are
presented on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America.
Valuation of
Investments
—The Plan’s investments in money market funds, mutual funds,
Employer common stock, and the personal choice retirement account, which
includes investments in mutual funds and common stock, are stated at fair value
based on quoted market prices at year-end. The fair value of the pooled separate
accounts is based upon the value of the underlying assets as determined by the
Trustee’s valuation. The contract value of participation units owned
in the pooled separate accounts are based on quoted redemption values, as
determined by the Trustee, on the last business day of the Plan
year. Participant loans are valued at cost, which approximates fair
value.
The Plan
invests in fully benefit-responsive investment contracts held in the Diversified
Stable Five Fund. As described in Financial Accounting Standards
Board Staff Position, FSP AAG INV-1 and SOP 94-4-1,
Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans
(“FSP”), investment contracts held in a
defined-contribution plan are required to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of the net
assets available for benefits of a defined-contribution plan attributable to
fully benefit-responsive investment contracts because contract value is the
amount participants would receive if they were to initiate permitted
transactions under terms of the Plan. The Statement of Net Assets
Available for Benefits presents the fair value of these investment contracts as
well as their adjustment from fair value to contract value. The Statement of
Changes in Net Assets Available for Benefits is prepared on a contract value
basis.
Fair
Value Measurements
—
As of
the beginning of the fiscal year ended December 31, 2008 the Plan adopted SFAS
No. 157, “Fair Value Measurements.” SFAS 157 establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (level 1 measurements) and
the lowest priority to unobservable inputs (level 3 measurements). The three
levels of the fair value hierarchy under SFAS No. 157 are described
below:
Level 1
-
Unadjusted quoted prices in active
markets that are accessible at the measurement date for identical, unrestricted
assets or liabilities;
Level 2
-
Quoted prices in markets that are not
considered to be active or financial instruments for which all significant
inputs are observable, either directly or indirectly;
Level 3
-
Prices or valuations that require inputs
that are both significant to the fair value measurement and
unobservable.
A financial instrument’s level within
the fair value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement.
The following tables set forth by level
within the fair value hierarchy the Plan investment assets and investment
liabilities at fair value, as of December 31, 2008. As required by SFAS No. 157,
assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value
measurement.
|
|
Investment
Assets at Fair Value
|
|
|
|
|
|
|
|
as
of December 31, 2008
|
|
|
|
|
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
Money
market fund
|
|
$
|
18,054,819
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
18,054,819
|
|
|
Registered
investment companies
(mutual
funds)
|
|
|
98,305,324
|
|
|
|
-
|
|
|
|
-
|
|
|
|
98,305,324
|
|
|
Employer
common stock
|
|
|
36,892,314
|
|
|
|
-
|
|
|
|
-
|
|
|
|
36,892,314
|
|
|
Personal
choice accounts
|
|
|
7,929,576
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,929,576
|
|
|
Pooled
separate accounts
|
|
|
-
|
|
|
|
30,731,615
|
|
|
|
-
|
|
|
|
30,731,615
|
|
|
Loans
to participants
|
|
|
-
|
|
|
|
-
|
|
|
|
4,936,792
|
|
|
|
4,936,792
|
|
|
Total
investments at fair value
|
|
$
|
161,182,033
|
|
|
$
|
30,731,615
|
|
|
$
|
4,936,792
|
|
|
$
|
196,850,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Plan investment assets at fair
value classified within level 3 were $
4,936,792
, as of December 31, 2008, which
consist
of the Plan’s
loans to participants. Such amounts were
2.5
% of “Total investment
assets” on the Plan’s statements of net assets available for benefits at fair
value as of December 31, 2008.
The table below
presents a reconciliation
for the year ended December 31,
2008
for all Level 3 assets
that are measured at fair value on a recurring basis:
|
|
Participant
Loans
|
|
Balance
at January 1, 2008
|
|
$
|
4,205,263
|
|
New
loans issued
|
|
|
2,735,806
|
|
Loan
principal repayments
|
|
|
(2,004,277
|
)
|
Transferred
from other plans
|
|
|
-
|
|
Balance
at December 31, 2008
|
|
$
|
4,936,792
|
|
Risks and
Uncertainties—Investments
—The Plan invests in various investment
securities. Investment securities are exposed to various risks such as interest
rate, market, and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect participants’ account balances and the amounts
reported in the statements of net assets available for benefits.
The fair
value of individual investments that represent 5% or more of the Plan’s net
assets available for benefits as of December 31, 2008 and 2007, are
summarized as follows:
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Employer
common stock
|
|
$
|
36,892,314
|
|
|
$
|
45,609,990
|
|
|
Transamerica
Institutional Money Market Fund
|
|
|
18,054,819
|
|
|
|
11,463,011
|
|
|
Transamerica
Stock Index Fund
|
|
|
17,129,267
|
|
|
|
-
|
|
|
Transamerica
Institutional Core Bond Fund
|
|
|
15,481,408
|
|
|
|
-
|
|
|
Transamerica
Institutional Large Value Fund
|
|
|
11,282,428
|
|
|
|
-
|
|
|
Transamerica
Institutional Large Growth Fund
|
|
|
9,932,598
|
|
|
|
-
|
|
|
Diversified
Stock Index Fund
|
|
|
-
|
|
|
|
25,711,877
|
|
|
Diversified
Value and Income Fund
|
|
|
-
|
|
|
|
20,108,641
|
|
|
Personal
Choice Retirement Accounts
|
|
|
**
|
|
|
|
16,368,860
|
|
|
Diversified
Core Bond Fund
|
|
|
-
|
|
|
|
15,621,919
|
|
|
Diversified
Equity Growth Fund
|
|
|
-
|
|
|
|
14,922,704
|
|
|
Diversified
Intermediate Horizon Strategic Allocation Fund
|
|
|
-
|
|
|
|
13,216,953
|
|
|
Diversified
Stable Five Fund***
|
|
|
30,731,615
|
|
|
|
24,678,099
|
|
|
|
|
|
|
|
|
|
|
|
|
**
account did not amount to more than 5% of total assets for this
period
|
|
|
|
|
|
|
***
Diversified Stable Five Fund is shown at fair value. Contract
Value
|
|
|
|
|
|
|
was
$30,959,641at December 31, 2008.
|
|
|
|
|
|
|
|
|
During
the year ended December 31, 2008, the Plan’s investments depreciated in
fair value as follows:
|
|
|
Amount
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
(45,639,856
|
)
|
|
Employer
common stock
|
|
|
(4,693,143
|
)
|
|
Personal
choice retirement accounts
|
|
|
(1,639,226
|
)
|
|
|
|
|
|
|
|
Net
realized and unrealized depreciation in fair value of
investments
|
|
$
|
(51,972,225
|
)
|
As of
December 31, 2008, contributions to the Plan are invested in one or more of
various investment fund options at the direction of each participant, including
money market funds, mutual funds and Employer Company stock. The Plan
also allows its participants to invest in the Charles Schwab & Co.
Personal Choice Retirement Account, which allows each participant to self-direct
his or her money into a full range of investment options, including individual
stocks and bonds, as well as allowing access to over 800 additional mutual
funds. The Charles Schwab & Co. Personal Choice Retirement
Account is presented as self-directed investments in the accompanying statements
of net assets available for benefits.
Diversified
manages a guaranteed pooled separate account of Transamerica Financial Life
Insurance Company called the Stable Five Fund (the “Fund”), which invests in a
variety of investment contracts such as guaranteed investment contracts (“GICs”)
issued by insurance companies and other financial institutions and other
investment products (such as separate account contracts and synthetic GICs) with
similar characteristics. The investment in the contract
is presented at fair value. An adjustment is made to the fair value in the
statement of net assets available for benefits to present the investment at
contract value. Contract value is based upon contributions made under the
contract, plus interest credited, and less participant withdrawals. There are no
reserves against contract value for credit risk of the contract issuer or
otherwise. The crediting interest rate is effective for a 12-month
period and is set annually. The crediting interest rate is determined based on
(i) the projected market yield-to-maturity of the market value of assets,
net of expenses, (ii) the timing and amounts of deposits, transfers, and
withdrawals expected to be made during the interest crediting period, and
(iii) the amortization of the difference between the fair value of the
pooled separate account and the balance of the Stable Five Fund. The crediting
interest rate for this Diversified account for the year ended December 31,
2008, was 4.50%. The average yield for this Diversified account for the year
ended December 31, 2008, was 4.50%.
There is
no event that limits the ability of the Plan to transact at contract value with
the issuer. There are also no events and circumstances that would allow the
issuer to terminate the fully benefit-responsive investment contract with the
Plan and settle at an amount different from contract value.
5.
|
PARTY-IN-INTEREST
TRANSACTIONS
|
The
Plan’s Diversified and Transamerica Fund investments are managed by Diversified.
The Plan’s investments also include Brown & Brown, Inc. common stock. Both
of these represent party-in-interest transactions that qualify as exempt
prohibited transactions.
6.
|
FEDERAL
INCOME TAX STATUS
|
The Plan
is a nonstandardized prototype plan sponsored by Diversified. Diversified last
received an opinion letter with respect to the prototype adopted by the Plan on
April 22, 2004. The Plan is entitled to limited reliance on the opinion
letter received by Diversified with respect to compliance with the form
requirements of the Internal Revenue Code (“IRC”). The Plan’s management
believes that the Plan, as amended, is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
******
SUPPLEMENTAL
SCHEDULE
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
AS
OF DECEMBER 31, 2008
|
|
|
|
|
|
Identity
and Description of Issues
|
|
Current
|
|
|
|
Value
|
|
Participant
directed:
|
|
|
|
Money
market—at fair value—
|
|
|
|
Transamerica
Partners Instl Money Market Fund*
|
|
$
|
18,054,819
|
|
Mutual
funds:
|
|
|
|
|
Transamerica
Partners Instl Stock Index Fund*
|
|
|
17,129,267
|
|
Transamerica
Partners Instl Large Value Fund*
|
|
|
11,282,428
|
|
Transamerica
Partners Instl Small Growth Fund*
|
|
|
3,056,450
|
|
Transamerica
Partners Instl MidCap Growth Fund*
|
|
|
2,121,606
|
|
Transamerica
Partners Instl MidCap Value Fund*
|
|
|
3,057,819
|
|
Transamerica
Partners Instl Large Growth Fund*
|
|
|
9,932,598
|
|
Transamerica
Partners Instl Core Bond Fund*
|
|
|
15,481,408
|
|
Transamerica
Instl Intermediate Horizon Asset Allocation Fund*
|
|
|
8,892,960
|
|
Transamerica
Instl Intermediate/Long Horizon Asset Allocation Fund*
|
|
|
3,849,963
|
|
Transamerica
Instl Short/Intermediate Horizon Asset Allocation Fund*
|
|
|
670,695
|
|
Transamerica
Instl Long Horizon Asset Allocation Fund*
|
|
|
370,489
|
|
Transamerica
Instl Short Horizon Asset Allocation Fund*
|
|
|
1,852,075
|
|
Alliance
Bernstein International Value Fund
|
|
|
3,928,805
|
|
American
Funds EuroPacific Fund
|
|
|
5,226,471
|
|
American
Beacon Small Cap Index Fund
|
|
|
584,881
|
|
Columbia
Small Cap Value Fund
|
|
|
3,797,091
|
|
Columbia
Mid Cap Index Fund
|
|
|
701,209
|
|
Vanguard
Total International Stock Index Fund
|
|
|
1,287,731
|
|
PIMCO
Real Return Fund
|
|
|
5,081,378
|
|
|
|
|
|
|
Total
mutual funds
|
|
|
98,305,324
|
|
|
|
|
|
|
Employer
common stock—at fair value*
|
|
|
36,892,314
|
|
|
|
|
|
|
Pooled
separate account—at fair value—
|
|
|
|
|
Diversified
Stable Five Fund—Pooled Account of
|
|
|
|
|
the
Transamerica Financial Life Insurance Company, Inc.*
|
|
|
30,731,615
|
|
|
|
|
|
|
Self-directed:
|
|
|
|
|
Personal
choice retirement account:
|
|
|
|
|
Money
market fund—at fair value—
|
|
|
|
|
Charles
Schwab Money Market Fund
|
|
|
809,803
|
|
Certificates
of Deposits—
|
|
|
|
|
GMAC
Bank, NA
|
|
|
10,978
|
|
|
|
|
|
|
|
|
(Continued)
|
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
AS
OF DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
Identity
and Description of Issues
|
|
Current
|
|
|
|
Value
|
|
Personal
choice retirement account (continued):
|
|
|
|
Corporate
common stocks—at fair value:
|
|
|
|
3sbio
Inc Adr
|
|
$
|
10,920
|
|
Allianz
SE Adr
|
|
|
3,249
|
|
Ambac
Financial Grp Inc.
|
|
|
1,300
|
|
American
Express Company
|
|
|
9,629
|
|
American
Int'l Group Inc.
|
|
|
15,700
|
|
Amylin
Pharmaceuticals
|
|
|
5,425
|
|
Apple
Computer Inc.
|
|
|
4,268
|
|
BankAmerica
Corp
|
|
|
14,332
|
|
Bankatlantic
Bncrp Cl A
|
|
|
447
|
|
Boeing
Co
|
|
|
4,309
|
|
Boston
Scientific Corp
|
|
|
1,935
|
|
Employer
common stock*
|
|
|
5,225,000
|
|
Chesapeake
Energy Corp
|
|
|
6,487
|
|
China
Precision Steel
|
|
|
2,250
|
|
Chindex
International
|
|
|
5,963
|
|
Cisco
Systems Inc.
|
|
|
18,745
|
|
Citigroup,
Inc.
|
|
|
2,718
|
|
Coca
Cola Company
|
|
|
13,693
|
|
Colgate-Palmolive
Co
|
|
|
10,457
|
|
Companhia
Vale Do Adr
|
|
|
1,817
|
|
Conocophillips
|
|
|
18,340
|
|
Deep
Down Inc
|
|
|
16,000
|
|
Deere
& Co
|
|
|
3,856
|
|
Dell
Computer Corp
|
|
|
6,144
|
|
Diageo
Plc New Adr
|
|
|
11,348
|
|
Duke
Energy Corporation
|
|
|
6,097
|
|
E
M C Corp Mass
|
|
|
10,470
|
|
Ebay
Inc.
|
|
|
12,564
|
|
F
P L Group Incorporated
|
|
|
7,622
|
|
Ford
Motor Company
|
|
|
9,160
|
|
Fortescue
Metal Ord New
|
|
|
1,346
|
|
Fox
Petroleum Inc New
|
|
|
344
|
|
Franklin
Resources Inc
|
|
|
6,378
|
|
Freeport
Memorn Cp&G
|
|
|
2,444
|
|
Frontier
Communications
|
|
|
4,843
|
|
Fuel-Tech
N V
|
|
|
2,118
|
|
General
Electric Company
|
|
|
6,805
|
|
Goldman
Sachs Group Inc
|
|
|
12,237
|
|
Hartford
Finl Svcs Grp
|
|
|
1,642
|
|
Home
Depot Inc.
|
|
|
14,325
|
|
Honda
Motor Co Ltd Ad
|
|
|
2,134
|
|
Honeywell
Incorporated
|
|
|
3,350
|
|
Intel
Corp
|
|
|
4,438
|
|
Intl
Business Machines
|
|
|
367
|
|
Ishares
TRUST
|
|
|
13,302
|
|
Isolagen
Inc
|
|
|
467
|
|
|
|
|
|
|
|
(Continued)
|
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
AS
OF DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
Identity
and Description of Issues
|
|
Current
|
|
|
|
Value
|
|
Personal
choice retirement account (continued):
|
|
|
|
Corporate
common stocks—at fair value:
|
|
|
|
Johnson
& Johnson
|
|
$
|
4,667
|
|
Keycorp
Inc. New
|
|
|
4,260
|
|
Kroger
Company
|
|
|
2,641
|
|
McDonalds
Corp
|
|
|
9,404
|
|
Medtronic
Inc.
|
|
|
6,284
|
|
Microsoft
Corp
|
|
|
27,704
|
|
Milestone
Scientific Inc
|
|
|
22,552
|
|
Morgan
J P & Co Inc
|
|
|
6,306
|
|
Motorola
Incorporated
|
|
|
1,789
|
|
Nabors
Industries Inc.
|
|
|
3,591
|
|
National
City Corp
|
|
|
1,810
|
|
Novartis
A G Spon Adr
|
|
|
5,175
|
|
Petrohawk
Energy Corp
|
|
|
34,808
|
|
Pfizer
Incorporated
|
|
|
73,260
|
|
Red
Roof Inns Inc
|
|
|
301
|
|
Reasearch
In Motion, Ltd.
|
|
|
28,406
|
|
Saba
Software Inc
|
|
|
4,604
|
|
Shoppers
Drug Mart Corp
|
|
|
7,784
|
|
Simcere
Pharma Gp Adr
|
|
|
9,092
|
|
Southwest
Airlines Co
|
|
|
4,310
|
|
T
H Q Inc New
|
|
|
2,095
|
|
Tesoro
Petroleum Corp
|
|
|
237,060
|
|
Textron
Incorporated
|
|
|
2,774
|
|
Time
Warner Incorporate
|
|
|
8,543
|
|
Under
Amour Inc
|
|
|
4,768
|
|
United
Healthcare Corp
|
|
|
10,640
|
|
Verizon
Communications
|
|
|
5,085
|
|
Vivra
Inc
|
|
|
10,530
|
|
Wachovia
Corp
|
|
|
5,566
|
|
Walgreen
Company
|
|
|
7,457
|
|
Washington
Mutual Inc.
|
|
|
3
|
|
Winn-Dixie
Stores Inc.
|
|
|
7,568
|
|
XI
Capital Ltd A Shs
|
|
|
368
|
|
Yahoo!,
Inc.
|
|
|
6,564
|
|
|
|
|
|
|
Total
corporate common stocks
|
|
|
6,104,554
|
|
|
|
|
|
|
|
|
(Continued)
|
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
AS
OF DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
Identity
and Description of Issues
|
|
Current
|
|
|
|
Value
|
|
Personal
choice retirement account (continued):
|
|
|
|
|
|
|
|
|
Mutual
funds:
|
|
|
|
|
American
Beacon Largec
|
|
$
|
11,953
|
|
American
Century
|
|
|
4,651
|
|
American
Century Strat
|
|
|
6,821
|
|
American
Century Target
|
|
|
11,834
|
|
Cgm
Focus Fund
|
|
|
17,371
|
|
Delafield
Fund
|
|
|
13,420
|
|
Df
Dent Premier Growth
|
|
|
5,993
|
|
Direxion
Latin America
|
|
|
309
|
|
Dodge
& Cox International Stock Fund
|
|
|
13,382
|
|
Excelsior
Value And Res
|
|
|
14,160
|
|
Federated
Adjustable
|
|
|
9,563
|
|
Fidelity
Export & Multi
|
|
|
7,759
|
|
Forward
Int'l Small Co
|
|
|
5,193
|
|
Gabelli
Asset Fund
|
|
|
9,526
|
|
Health
Care Focus Fund
|
|
|
3,331
|
|
Hlm
Emerging Markets
|
|
|
1,683
|
|
Janus
Mercury Fund
|
|
|
6,253
|
|
Janus
Orion Fund
|
|
|
2,178
|
|
Janus
Overseas Fund
|
|
|
13,884
|
|
Janus
Strategic Value Fund
|
|
|
16,103
|
|
Janus
Triton Fund
|
|
|
2,497
|
|
Loomis
Sayles Bond Fund
|
|
|
3,339
|
|
Loomis
Sayles Small Ca
|
|
|
13,930
|
|
Metropolitan
West Low
|
|
|
15,110
|
|
Nationwide
Global
|
|
|
5,173
|
|
Pimco
Total Return Fund
|
|
|
9,548
|
|
Schwab
Analytics Fund
|
|
|
25,509
|
|
Schwab
Value Advantage
|
|
|
291,333
|
|
Schwab
Yield Plus Select
|
|
|
556
|
|
Selected
American Share
|
|
|
9,966
|
|
T
Rowe Price Spectrum
|
|
|
5,773
|
|
Transamerica
Premier Eqt
|
|
|
12,317
|
|
Umb
Scout Worldwide Fund
|
|
|
36,645
|
|
US
Global Inv Global
|
|
|
3,577
|
|
Vanguard
Intl Growth Po
|
|
|
5,369
|
|
Vanguard
Total Intl
|
|
|
6,931
|
|
|
|
|
|
|
Total
mutual funds
|
|
|
622,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
|
|
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS
PLAN AND TRUST
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
AS
OF DECEMBER 31, 2008
|
|
|
|
|
|
Identity
and Description of Issues
|
|
Current
|
|
|
|
Value
|
|
Personal
choice retirement account (continued):
|
|
|
|
|
|
|
|
|
User-Defined:
|
|
|
|
|
|
|
|
|
|
Ishares
Tr Russell
|
|
$
|
34,222
|
|
S
P D R Trust Unit SR
|
|
|
14,438
|
|
|
|
|
|
|
Total
user-defined funds
|
|
|
48,660
|
|
|
|
|
|
|
Unit
Trust:
|
|
|
|
|
Currencyshares
Japanese
|
|
|
17,064
|
|
Ishares
Gsci Cmdty Index
|
|
|
11,873
|
|
Ishares
Tr Gs Investop
|
|
|
13,215
|
|
Ishares
Tr Lehman Bd Fd
|
|
|
24,705
|
|
Ishares
Tr Lehman Tips
|
|
|
33,940
|
|
Ishares
TRUST Index Futures
|
|
|
35,926
|
|
Spdr
Series Trust Etf
|
|
|
15,014
|
|
Streetrack
Gold Trust
|
|
|
43,173
|
|
Vanguard
Intl Equity Index
|
|
|
47,316
|
|
Vanguard
Specialized Fd
|
|
|
8,092
|
|
Vanguard
Total Stock M
|
|
|
82,323
|
|
|
|
|
|
|
Total
unit trust funds
|
|
|
332,641
|
|
|
|
|
|
|
Total
personal choice retirement account
|
|
|
7,929,576
|
|
|
|
|
|
|
Participant
loans (bearing interest at rates ranging between 4.25%
and
10.5%, maturing over periods generally up to five years)
|
|
|
4,936,792
|
|
|
|
|
|
|
TOTAL
ASSETS HELD FOR INVESTMENT
|
|
$
|
196,850,440
|
|
|
|
|
|
|
|
|
|
|
|
*A
party-in-interest (Note 5).
|
|
|
|
|
|
|
|
|
|
Cost
information is not required to be provided as these investments are
participant-directed.
|
|
|
|
|
|
|
See
accompanying Report of Independent Registered Public Accounting
Firm.
|
|
|
|
|
|
|
|
|
|
|
|
(Concluded)
|
|
SIGNATURE
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Trustee
(or other persons who administer the Plan) has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
|
BROWN
& BROWN, INC.
|
|
|
EMPLOYEES'
SAVINGS PLAN AND TRUST
|
|
|
|
|
By: BROWN
& BROWN, INC.
|
|
|
|
|
|
|
|
|
|
Date: June
30, 2009
|
By:
|
/S/
CORY T. WALKER
|
|
|
|
Cory
T. Walker
|
|
|
|
Senior
Vice President, Chief Financial Officer and
Treasurer
|