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, 2007
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
|
2
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|
|
FINANCIAL
STATEMENTS:
|
||
|
Statement
of Net Assets Available for Benefits as of December 31, 2007 and
2006
|
3
|
|
|
Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2007
|
4
|
|
|
Notes
to Financial Statements
|
5-8
|
|
|
SUPPLEMENTAL
SCHEDULE:
|
||
|
Form
5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of
Year)
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9-13
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|
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SIGNATURE
|
14
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|
|
EXHIBIT
INDEX
|
15
|
|
-1-
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, 2007 and 2006, and the related statement of changes in net
assets available for benefits for the year ended December 31,
2007. 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, 2007 and 2006, and the changes in the net assets
available for benefits for the year ended December 31, 2007, 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, 2007 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,
2008
-2-
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
||||||||
|
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
|
||||||||
|
AS
OF DECEMBER 31, 2007 AND 2006
|
||||||||
|
2007
|
2006
|
|||||||
|
ASSETS
|
||||||||
|
CASH
|
$ | 610,477 | $ | 537,162 | ||||
|
INVESTMENTS:
|
||||||||
|
Participant
directed—at fair value:
|
||||||||
|
Money
market fund
|
11,463,011 | 6,919,291 | ||||||
|
Registered
investment companies (mutual funds)
|
137,134,334 | 120,547,701 | ||||||
|
Employer
common stock
|
45,609,990 | 60,777,629 | ||||||
|
Pooled
separate account
|
24,678,099 | 24,409,958 | ||||||
|
Personal
choice retirement account
|
16,368,860 | 16,010,142 | ||||||
|
Participant
loans
|
4,205,263 | 3,661,320 | ||||||
|
Total
investments
|
239,459,557 | 232,326,041 | ||||||
|
RECEIVABLES—Employer
contributions
|
3,785,388 | 3,486,548 | ||||||
|
NET
ASSETS AVAILABLE FOR BENEFITS, at fair value
|
243,855,422 | 236,349,751 | ||||||
|
Adjustment
from fair value to contract value
|
||||||||
|
for
fully benefit-responsive investment contracts
|
(92,284 | ) | 275,327 | |||||
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
$ | 243,763,138 | $ | 236,625,078 | ||||
|
See
notes to financial statements.
|
||||||||
-3-
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
||||
|
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
||||
|
FOR
THE YEAR ENDED DECEMBER 31, 2007
|
||||
|
ADDITIONS:
|
||||
|
Investment
income:
|
||||
|
Interest
on participants' loans
|
$ | 323,485 | ||
|
Dividends
on employer common stock
|
494,000 | |||
|
Net
realized and unrealized depreciation in fair value of
investments
|
(2,391,893 | ) | ||
|
Contributions:
|
||||
|
Participant
|
16,850,466 | |||
|
Employer
|
9,784,558 | |||
|
Rollovers
from other qualified plans
|
3,331,786 | |||
|
Total
additions
|
28,392,402 | |||
|
DEDUCTIONS:
|
||||
|
Benefits
paid to participants
|
21,219,076 | |||
|
Administrative
expenses
|
35,266 | |||
|
Total
deductions
|
21,254,342 | |||
|
NET
INCREASE IN ASSETS AVAILABLE FOR BENEFITS
|
7,138,060 | |||
|
—Beginning
of year
|
236,625,078 | |||
|
—End
of year
|
$ | 243,763,138 | ||
|
See
notes to financial statements.
|
||||
-4-
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2007 AND 2006, AND FOR THE YEAR ENDED DECEMBER 31,
2007
|
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
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 agreement, 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 or from the
Administrator. Diversified Investment Advisors, Inc. (“Diversified”) has been
appointed as the recordkeeper of the Plan and Investors Bank & Trust Company
of Boston, Massachusetts (the “Trustee”), has been appointed as the trustee
of the Plan.
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 contribution on a pay-period basis. The Plan
permits the Board of the Employer to authorize optional profit-sharing
contributions allocated to participants based on salary. The Board authorized an
optional profit-sharing contribution of 1.5% of salary, up to a maximum salary
of $225,000 for all eligible employees for the year ended December 31,
2007.
-5-
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, 2007, forfeited amounts available to offset future Employer
contributions were approximately $737,000. During
the year ended December 31, 2007, approximately $609,000 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
attributable to any particular fund shall be allocated among participants’
accounts in proportion to the value of each account, taking into consideration
the 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, 2007, interest rates ranged from 5.0% 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.
-6-
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 underlying
assets of the pooled separate accounts is based upon 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.
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.
|
3.
|
INVESTMENTS
|
The fair
value of individual investments that represent 5% or more of the Plan’s net
assets available for benefits as of December 31, 2007 and 2006, are
summarized as follows:
|
2007
|
2006
|
|||||||
|
Employer
common stock
|
$ | 45,609,990 | $ | 60,777,626 | ||||
|
Diversified
Stock Index Fund
|
25,711,877 | 25,274,076 | ||||||
|
Diversified
Value and Income Fund
|
20,108,641 | 19,661,669 | ||||||
|
Personal
Choice Retirement Accounts
|
16,368,860 | 16,010,142 | ||||||
|
Diversified
Core Bond Fund
|
15,621,919 | ** | ||||||
|
Equity
Growth Fund
|
14,922,704 | 13,300,749 | ||||||
|
Diversified
Intermediate Horizon Strategic Allocation Fund
|
13,216,953 | ** | ||||||
|
Diversified
International Equity Fund
|
**
|
11,886,136 | ||||||
|
Special
Equity Fund
|
** | 11,854,709 | ||||||
|
Diversified
Stable Five Fund***
|
24,678,099 | 24,409,958 | ||||||
|
**
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
$24,585,815 at December 31, 2007.
|
||||||||
During
the year ended December 31, 2007, the Plan’s investments appreciated
(depreciated) in fair value as follows:
|
Amount
|
||||
|
Mutual
funds
|
$ | 7,795,069 | ||
|
Employer
common stock
|
(9,565,556 | ) | ||
|
Personal
choice retirement accounts
|
(621,406 | ) | ||
|
Net
realized and unrealized depreciation in fair value of
investments
|
$ | (2,391,893 | ) | |
-7-
|
4.
|
INVESTMENT
PROGRAMS
|
As of
December 31, 2007, 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,
2007, was 4.80%. The average yield for this Diversified account for the year
ended December 31, 2007, was 4.80%.
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 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.
******
-8-
SUPPLEMENTAL
SCHEDULE
-9-
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
||||
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
||||
|
AS
OF DECEMBER 31, 2007
|
||||
|
Identity
and Description of Issues
|
Current
|
|||
|
Value
|
||||
|
Participant
directed:
|
||||
|
Money
market—at fair value—
|
||||
|
Diversified
Money Market Fund*
|
$ | 11,463,011 | ||
|
Mutual
funds:
|
||||
|
Diversified
Stock Index Fund*
|
25,711,877 | |||
|
Diversified
Value & Income Fund*
|
20,108,641 | |||
|
Diversified
Balanced Fund*
|
||||
|
Diversified
Small Cap Growth Fund*
|
5,355,220 | |||
|
Diversified
MidCap Growth Fund*
|
3,175,447 | |||
|
Diversified
MidCap Value Fund*
|
5,759,127 | |||
|
Diversified
Quality Bond Fund*
|
||||
|
Diversified
Equity Growth Fund*
|
14,922,704 | |||
|
Diversified
Core Bond Fund*
|
15,621,919 | |||
|
Diversified
Intermediate Horizon Fund*
|
13,216,953 | |||
|
Diversified
Intermediate/Long Horizon Fund*
|
5,486,862 | |||
|
Diversified
Short/Intermediate Horizon Fund*
|
235,132 | |||
|
Diversified
Long Horizon Fund*
|
422,174 | |||
|
Diversified
Short Horizon Fund*
|
1,799,886 | |||
|
Alliance
Bernstein International Value Fund
|
8,516,927 | |||
|
American
Funds EuroPacific Fund
|
9,227,297 | |||
|
American
Beacon Small Cap Index Fund
|
50,656 | |||
|
Columbia
Small Cap Value Fund
|
5,405,735 | |||
|
Columbia
Mid Cap Index Fund
|
344,491 | |||
|
Vanguard
Total International Stock Index Fund*
|
1,285,015 | |||
|
PIMCO
Real Return Fund
|
488,271 | |||
|
Total
mutual funds
|
137,134,334 | |||
|
Employer
common stock—at fair value*
|
45,609,990 | |||
|
Pooled
separate account—at fair value—
|
||||
|
Diversified
Stable Five Fund—Pooled Account of
|
||||
|
the
Transamerica Financial Life Insurance Company, Inc.*
|
24,678,099 | |||
|
Self-directed:
|
||||
|
Personal
choice retirement account:
|
||||
|
Money
market fund—at fair value—
|
||||
|
Charles
Schwab Money Market Fund
|
4,798,137 | |||
|
Certificates
of Deposits—
|
||||
|
Countrywide
Bank, NA
|
100,001 | |||
|
(Continued)
|
||||
-10-
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
||||
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
||||
|
AS
OF DECEMBER 31, 2007
|
||||
|
Identity
and Description of Issues
|
Current
|
|||
|
Value
|
||||
|
Personal
choice retirement account (continued):
|
||||
|
Corporate
common stocks—at fair value:
|
||||
|
3sbio
Inc Adr
|
$ | 20,832 | ||
|
Alcatel-Lucent
|
37 | |||
|
Allied
Cap Corp New
|
19,911 | |||
|
American
Int'l Group Inc.
|
29,150 | |||
|
Anadarko
Petroleum Corp
|
197,070 | |||
|
Apple
Computer Inc.
|
3,962 | |||
|
BankAmerica
Corp
|
65,431 | |||
|
Employer
common stock—at fair value*
|
5,875,000 | |||
|
CHICOS
FAS, Inc.
|
27,090 | |||
|
Chindex
International
|
17,265 | |||
|
Cintas
Corp
|
8,405 | |||
|
Cisco
Systems Inc.
|
10,828 | |||
|
Citigroup,
Inc.
|
5,888 | |||
|
Citizens
Commumications
|
6,475 | |||
|
Companhia
Vale Do Adr
|
8,168 | |||
|
Countrywide
Financial Corp
|
5,427 | |||
|
Deep
Down, Inc.
|
68,600 | |||
|
Document
Sciences Corp.
|
11,954 | |||
|
E
M C Corp Mass
|
7,412 | |||
|
Ebay
Inc.
|
13,276 | |||
|
General
Electric Company
|
11,896 | |||
|
Google
Inc. Class A
|
10,372 | |||
|
Granite
Construction Inc.
|
7,236 | |||
|
Home
Depot Inc.
|
16,411 | |||
|
IBM
Corp.
|
464 | |||
|
Isolagen
Inc.
|
6,175 | |||
|
Kroger
Company
|
5,342 | |||
|
Lowes
Companies Inc.
|
11,345 | |||
|
McDonalds
Corp
|
5,891 | |||
|
Microsoft
Corp
|
18,162 | |||
|
Nabors
Industries Inc.
|
10,956 | |||
|
Panera
Bread Co Cl A
|
14,328 | |||
|
Petrohawk
Energy Corp
|
38,549 | |||
|
Pfizer
Incorporated
|
46,006 | |||
|
(Continued)
|
||||
-11-
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
||||
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
||||
|
AS
OF DECEMBER 31, 2007
|
||||
|
Identity
and Description of Issues
|
Current
|
|||
|
Value
|
||||
|
Personal
choice retirement account (continued):
|
||||
|
Corporate
common stocks—at fair value:
|
||||
|
Reasearch
In Motion, Ltd.
|
$ | 118,049 | ||
|
Simcere
Pharma Gp Adr
|
3,712 | |||
|
Southwest
Airlines Co
|
7,320 | |||
|
Tesoro
Petroleum Corp
|
190,800 | |||
|
Time
Warner Incorporate
|
13,689 | |||
|
Trimble
Navigation Ltd
|
6,048 | |||
|
Washington
Mutual Inc.
|
3,675 | |||
|
Winn-Dixie
Stores Inc.
|
6,511 | |||
|
Yahoo!,
Inc.
|
883 | |||
|
Total
corporate common stocks
|
6,956,000 | |||
|
Mutual
funds:
|
||||
|
American
Beacon Largec
|
402,212 | |||
|
Artisan
International Fund
|
24,837 | |||
|
Cgm
Focus Fund
|
45,466 | |||
|
Cooke
& Bieler Mid Cap
|
8,407 | |||
|
Delafield
Fund
|
18,125 | |||
|
Dodge
& Cox International Stock Fund
|
25,100 | |||
|
Excelsior
Energy
|
22,948 | |||
|
Excelsior
Value Fund
|
9,957 | |||
|
Fidelity
Adv Mid Cap II
|
13,582 | |||
|
Forward
Int'l Small Cap
|
5,501 | |||
|
Hlm
Emerging Markets
|
1,806 | |||
|
Ing
Global Real
|
11,701 | |||
|
Janus
Overseas Fund
|
58,075 | |||
|
Janus
Strategic Value Fund
|
42,506 | |||
|
Jennison
Natural
|
9,371 | |||
|
Lazard
Emerging Market
|
13,828 | |||
|
Loomis
Sayles Aggreg Growth
|
9,747 | |||
|
Metropolitan
West Low
|
13,564 | |||
|
Oakmark
Select Fund
|
4,833 | |||
|
Oppenheimer
Mainstreet
|
12,364 | |||
|
Schwab
Analytics Fund
|
19,941 | |||
|
Schwab
S&P I500 nv Sh
|
9,524 | |||
|
Schwab
Target 2020 Fund
|
19,510 | |||
|
(Continued)
|
||||
-12-
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
|
||||
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
||||
|
AS
OF DECEMBER 31, 2007
|
||||
|
Identity
and Description of Issues
|
Current
|
|||
|
Value
|
||||
|
Personal
choice retirement account (continued):
|
||||
|
Mutual
funds (continued):
|
||||
|
Schwab
Value Advantage
|
$ | 3,261,921 | ||
|
Schwab
Yield Plus Investment
|
12,185 | |||
|
Schwab
Yield Plus Select
|
861 | |||
|
Selected
American Share
|
13,571 | |||
|
Ssga
Intl Stock
|
220,699 | |||
|
T
Rowe Price Retirement
|
3,026 | |||
|
T
Rowe Price Spectrum
|
9,871 | |||
|
Transamerica
Premier Eqt
|
22,288 | |||
|
Umb
Scout Worldwide Fund
|
11,670 | |||
|
Van
Kampen Growth
|
24,105 | |||
|
Vanguard
Intl Value Fund
|
25,410 | |||
|
Vanguard
Precious Metal
|
32,009 | |||
|
Vanguard
Total Intl
|
12,398 | |||
|
William
Blair Growth Fund
|
26,401 | |||
|
Total
mutual funds
|
4,479,320 | |||
|
User-Defined:
|
||||
|
Cedar
Fair L P Dep Uts
|
4,619 | |||
|
Ferrellgas
Partners LP
|
13,440 | |||
|
Magellan
Midstream Partners
|
17,343 | |||
|
Total
user-defined funds
|
35,402 | |||
|
Total
personal choice retirement account
|
16,368,860 | |||
|
Participant
loans (bearing interest at rates ranging between 5%
|
||||
|
and
10.5%, maturing over periods generally up to five years)
|
4,205,263 | |||
|
TOTAL
ASSETS HELD FOR INVESTMENT
|
$ | 239,459,557 | ||
|
*A
party-in-interest (Note 5).
|
||||
|
Cost
information is not required to be provided as these invesments are
participant-directed.
|
||||
|
See
accompanying Report of Independent Registered Public Accounting
Firm.
|
||||
|
(Concluded)
|
||||
-13-
|
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, 2008
|
By:
|
/S/
CORY T. WALKER
|
|
|
Cory
T. Walker
|
|||
|
Senior
Vice President, Chief Financial Officer and
Treasurer
|
|||
-14-
|
EXHIBIT
INDEX
|
|
|
Exhibit
|
Document
|
|
23
|
Consent
of Independent Certified Public Accountants
|
|
99.1
|
Certification
of Chief Operating Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2003. This Certification shall not be deemed to be
"filed" with the Commission or subject to the liabilities of
Section 18 of the Exchange Act, except to the extent that the Company
specifically requests that such Certification is incorporated by reference
into a filing under the Securities Act of 1934, as amended, or the
Exchange Act of 1933, as amended.
|
|
99.2
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2003. This Certification shall not be deemed to be
"filed" with the Commission or subject to the liabilities of
Section 18 of the Exchange Act, except to the extent that the Company
specifically requests that such Certification is incorporated by reference
into a filing under the Securities Act of 1934, as amended, or the
Exchange Act of 1933, as amended.
|
-15-
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in Registration Statement No. 33-1900
to Form S-8, as amended, of our report dated June 30, 2008 appearing in this
Annual Report on Form 11-K of the Brown & Brown, Inc. Employees’ Savings
Plan and Trust for the year ended December 31, 2007.
/s/
Hancock Askew & Co., LLP
Savannah,
Georgia
June 30,
2008
EXHIBIT
99.1
Certification
Pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, the undersigned
officer of Brown & Brown, Inc. (the "Company") hereby
certifies, in the undersigned's capacity as an officer of the Company and to
such officer's actual knowledge, that:
(1) the
Annual Report of the Brown & Brown, Inc. Employees’ Savings Plan and Trust
(the “Plan”) on
Form 11-K for the year ended December 31, 2007 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and
(2) the
information contained in the Report fairly presents, in all material respects,
the net assets available for benefits and changes in net assets available for
benefits of the Plan.
IN WITNESS WHEREOF, the undersigned
officer has executed this Certification on June 30, 2008.
| /s/ J. Hyatt Brown | |
|
J.
Hyatt Brown
|
|
|
Chief
Executive Officer
|
This written statement is being
furnished to the Securities and Exchange Commission as an exhibit to the
Report. A signed original of this written statement required by
Section 906 has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon
request.
EXHIBIT
99.2
Certification
Pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, the undersigned
officer of Brown & Brown, Inc. (the "Company") hereby
certifies, in the undersigned's capacity as an officer of the Company and to
such officer's actual knowledge, that:
(1) the
Annual Report of the Brown & Brown, Inc. Employees’ Savings Plan and Trust
(the “Plan”) on
Form 11-K for the year ended December 31, 2007 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934, as amended; and
(2) the
information contained in the Report fairly presents, in all material respects,
the net assets available for benefits and changes in net assets available for
benefits of the Plan.
IN WITNESS WHEREOF, the undersigned
officer has executed this Certification on June 30, 2008.
|
/s/
Cory T. Walker
|
|
|
Cory
T. Walker
|
|
|
Chief
Financial Officer
|
This written statement is being
furnished to the Securities and Exchange Commission as an exhibit to the
Report. A signed original of this written statement required by
Section 906 has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon
request.