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, 2006
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
TABLE
OF CONTENTS
|
Page
|
|
|
REPORTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
|
1
|
|
FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2006 AND 2005, AND
FOR
THE YEAR ENDED DECEMBER 31, 2006:
|
|
|
Statements
of Net Assets Available for Benefits
|
3
|
|
Statement
of Changes in Net Assets Available for Benefits
|
4
|
|
Notes
to Financial Statements
|
5-9
|
|
SUPPLEMENTAL
SCHEDULE AS OF DECEMBER 31, 2006—
|
10
|
|
Schedule
of Assets (Held at End of Year)
|
11-13
|
|
SIGNATURE
|
14
|
|
EXHIBIT
INDEX
|
15
|
REPORT
OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
To
the
Trustees
Brown
& Brown, Inc. Employees’ Savings Plan and Trust
Daytona
Beach, Florida
We
have
audited the accompanying statement of net assets available for benefits of
the
Brown & Brown, Inc. Employees’ Savings Plan and Trust (the “Plan”) as
of December 31, 2006 and the related statement of changes in net assets
available for benefits for the year ended December 31, 2006. 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
audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit 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 audit 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 audit provides 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, 2006 and the changes in the net assets available for benefits
for the year ended December 31, 2006, in conformity with accounting principles
generally accepted in the United States of America.
Our
audit
was 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, 2006 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
26,
2007
-
1
-
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Trustees of and Participants in
Brown
& Brown, Inc. Employees’ Savings Plan and Trust
Daytona
Beach, Florida
We
have
audited the accompanying statement of net assets available for benefits of
the
Brown & Brown, Inc. Employees’ Savings Plan and Trust (the “Plan”) as
of December 31, 2005. This financial statement is the responsibility of the
Plan’s management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit 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 audit 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 audit provides a reasonable basis for our
opinion.
In
our
opinion, such financial statement presents fairly, in all material respects,
the
net assets available for benefits of the Plan as of December 31, 2005 in
conformity with accounting principles generally accepted in the United States
of
America.
As
discussed in Note 2 to the financial statements, the Plan adopted FASB Staff
Position 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
on December 31, 2006. The Statement of Net Assets Available for
Benefits as of December 31, 2005 has been restated to reflect the
retrospective presentation required by FASB Staff Position AAG INV-1 and
SOP 94-4-1.
/s/
Deloitte & Touche LLP
Certified
Public Accountants
Jacksonville,
Florida
June
23,
2006 (June 29, 2007 as to the effects of the adoption of FASB Staff Position
AAG
INV-1 and SOP 94-4-1 described in Note 2)
-
2 -
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
AS
OF DECEMBER 31, 2006 AND 2005
|
2006
|
2005
|
||||||
|
ASSETS
|
|||||||
|
CASH
|
$
|
537,162
|
$
|
557,898
|
|||
|
INVESTMENTS:
|
|||||||
|
Participant
directed—at fair value:
|
|||||||
|
Money
market fund
|
6,919,291
|
5,986,263
|
|||||
|
Common/collective
trust funds
|
120,547,701
|
94,463,103
|
|||||
|
Employer
common stock
|
60,777,629
|
72,430,312
|
|||||
|
Pooled
separate account
|
24,409,958
|
20,797,663
|
|||||
|
Personal
choice retirement account
|
16,010,142
|
13,202,601
|
|||||
|
Participant
loans
|
3,661,320
|
3,104,945
|
|||||
|
Total
investments
|
232,326,041
|
209,984,887
|
|||||
|
|
|||||||
|
RECEIVABLES—Employer
contributions
|
3,486,548
|
3,672,694
|
|||||
|
NET
ASSETS AVAILABLE FOR BENEFITS, at fair value
|
236,349,751
|
214,215,479
|
|||||
|
Adjustment
from fair value to contract value
|
|||||||
|
for
fully benefit-responsive investment contracts
|
275,327
|
226,049
|
|||||
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
$
|
236,625,078
|
$
|
214,441,528
|
|||
|
|
|||||||
|
|
|||||||
|
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, 2006
|
ADDITIONS:
|
||||
|
Investment
income:
|
||||
|
Interest
and dividends
|
$
|
238,898
|
||
|
Dividends
on employer common stock
|
461,351
|
|||
|
Net
realized and unrealized appreciation in fair value of
investments
|
9,602,031
|
|||
|
Contributions:
|
||||
|
Participant
|
15,575,836
|
|||
|
Employer
|
8,309,368
|
|||
|
Rollovers
from other qualified plans
|
6,329,074
|
|||
|
Total
additions
|
40,516,558
|
|||
|
DEDUCTIONS:
|
||||
|
Benefits
paid to participants
|
18,309,678
|
|||
|
Administrative
expenses
|
23,330
|
|||
|
Total
deductions
|
18,333,008
|
|||
|
NET
INCREASE IN ASSETS AVAILABLE FOR BENEFITS
|
22,183,550
|
|||
|
—Beginning
of year
|
214,441,528
|
|||
|
—End
of year
|
$
|
236,625,078
|
||
|
See
notes to financial statements.
|
-
4 -
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2006 AND 2005, AND FOR THE YEAR ENDED DECEMBER 31,
2006
|
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, established effective January 1, 1985, and as amended and restated
effective January 1, 1997, 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 day of
the
month following 30 continuous days 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 $220,000 for all
participants for the year ended December 31, 2006.
-
5 -
Vesting—Participants
employed prior to October 1, 1996, are 100% vested in their entire account
balance. Participants employed on or after October 1, 1996, are immediately
vested in their voluntary contributions plus actual earnings thereon. Vesting
in
the Employer matching contributions and optional 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, 2006, forfeited amounts available to offset future Employer
contributions
were
approximately $609,000. During the year ended December 31, 2006, approximately
$669,000 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, 2006,
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, common/collective trust 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. Participant loans are valued at
cost,
which approximates fair value.
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 Plan
invests in fully benefit-responsive investment contracts held in the Diversified
Stable Five Fund. The Plan adopted the FSP as of December 31, 2006 and also
applied it retroactively to the December 31, 2005 Statement of Net Assets
Available for Benefits. 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, 2006 and 2005, are
summarized as follows:
|
Fair
value—as determined by quoted market value
|
2006
|
2005
|
|||||
|
Employer
common stock
|
$
|
60,777,626
|
$
|
72,430,313
|
|||
|
Diversified
Stock Index Fund
|
25,274,076
|
24,350,007
|
|||||
|
Diversified
Value and Income Fund
|
19,661,669
|
13,503,338
|
|||||
|
Equity
Growth Fund
|
13,300,749
|
12,376,974
|
|||||
|
Personal
Choice Retirement Accounts
|
16,010,142
|
13,202,601
|
|||||
|
Diversified
International Equity Fund
|
11,886,136
|
**
|
|||||
|
Investments
at Fair Value
|
2006
|
2005
|
|||||
|
Diversified
Stable Five Fund
|
24,409,958
|
20,797,663
|
|||||
|
**
account did not amount to more than 5% of total assets for this
period
|
|||||||
-
7 -
During
the year ended December 31, 2006, the Plan’s investments appreciated
(depreciated) in fair value as follows:
|
Amount
|
||||
|
|
|
|||
| Common/collective trust funds | $ | 14,612,443 | ||
|
Employer
common stock
|
(4,759,184
|
)
|
||
|
Personal
choice retirement account:
|
||||
|
Common
stock
|
(574,581
|
)
|
||
|
Money
market funds
|
107,594
|
|||
|
Mutual
funds
|
213,138
|
|||
|
Fixed
Income funds
|
1,584
|
|||
|
User-defined
funds
|
916
|
|||
|
Certificates
of deposits
|
121
|
|||
|
|
||||
|
Net
realized and unrealized appreciation in fair value of
investments
|
$
|
9,602,031
|
||
|
4.
|
INVESTMENT
PROGRAMS
|
As
of
December 31, 2006, contributions to the Plan are invested in one or more of
20 separate investment fund options at the direction of each participant. The
fund options are: (1) Diversified Stock Index Fund, (2) Diversified
Balanced Fund, (3) Diversified Value and Income Fund, (4) Diversified
Special Equity Fund, (5) Diversified MidCap Growth Fund,
(6) Diversified MidCap Value Fund, (7) Diversified Equity Growth Fund,
(8) Diversified International Equity Fund, (9) Diversified Core Bond
Fund, (10) Diversified Quality Bond Fund, (11) Diversified High Yield
Bond Fund, (12) Diversified Intermediate/Long Horizon Fund,
(13) Diversified Intermediate Horizon Fund, (14) Diversified Short
Horizon Fund, (15) Diversified Short/Intermediate Horizon Fund,
(16) Diversified Long Horizon Fund, (17) Diversified High Quality Bond
Fund, (18) Employer common stock, (19) Diversified Stable Five Fund and
(20) Diversified Money Market Fund. 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 mutual funds.
In
the
accompanying statements of net assets available for benefits as of
December 31, 2006 and 2005, the following investments are aggregated into
the Common/Collective Trust Funds for presentation purposes: the Diversified
Balanced Fund, Diversified Core Bond Fund, Diversified Equity Growth Fund,
Diversified MidCap Growth Fund, Diversified MidCap Value Fund, Diversified
Quality Bond Fund, Diversified High Yield Bond Fund, Diversified Intermediate
Horizon Fund, Diversified Intermediate/Long Horizon Fund, Diversified Long
Horizon Fund, Diversified International Equity Fund, Diversified Short Horizon
Fund, Diversified Special Equity Fund, Diversified Stock Index Fund, Diversified
Money Market Fund, and Diversified Value & Income Fund. The remaining
options are shown individually in the accompanying statements of net assets
available for benefits. 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 account and the contract
value of the Stable Five Fund. The crediting interest rate for this
Diversified account for the year ended December 31, 2006, was 4.55%. The
average yield for this Diversified account for the year ended December 31,
2006, was 4.55%.
-
8 -
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.
******
-
9 -
SUPPLEMENTAL
SCHEDULE
-
10 -
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS
OF DECEMBER 31, 2006
|
Identity
and Description of Issues
|
Current
Value
|
|||
|
Participant
directed:
|
||||
|
Money
market—at fair value—
|
||||
|
Diversified
Money Market Fund*
|
$
|
6,919,291
|
||
|
Common/collective
trusts—at fair value:
|
||||
|
Diversified
Stock Index Fund*
|
25,274,076
|
|||
|
Diversified
Value & Income Fund*
|
19,661,669
|
|||
|
Diversified
Balanced Fund*
|
7,172,731
|
|||
|
Diversified
Special Equity Fund*
|
11,854,709
|
|||
|
Diversified
MidCap Growth Fund*
|
1,357,284
|
|||
|
Diversified
MidCap Value Fund*
|
3,472,279
|
|||
|
Diversified
Quality Bond Fund*
|
4,027,659
|
|||
|
Diversified
Equity Growth Fund*
|
13,300,749
|
|||
|
Diversified
Core Bond Fund*
|
7,090,763
|
|||
|
Diversified
Intermediate Horizon Fund*
|
3,807,221
|
|||
|
Diversified
International Equity Fund*
|
11,886,136
|
|||
|
Diversified
Intermediate/Long Horizon Fund*
|
4,731,560
|
|||
|
Diversified
Short/Intermediate Horizon Fund*
|
105,592
|
|||
|
Diversified
High Yield Bond Fund*
|
4,708,325
|
|||
|
Diversified
Long Horizon Fund*
|
201,359
|
|||
|
Diversified
Short Horizon Fund*
|
1,895,589
|
|||
|
Total
common/collective trusts
|
120,547,701
|
|||
|
|
||||
|
Employer
common stock—at fair value*
|
60,777,629
|
|||
|
Pooled
separate account—at contract value—
|
||||
|
Diversified
Stable Five Fund—Pooled Account of
|
||||
|
the
Transamerica Financial Life Insurance Company, Inc.*
|
24,685,285
|
|||
|
Self-directed:
|
||||
|
Personal
choice retirement account:
|
||||
|
Money
market fund—at fair value—
|
||||
|
Charles
Schwab Money Market Fund
|
5,067,499
|
|||
|
Fixed
Income fund—
|
||||
|
Federal
Home Loan Bank
|
100,034
|
|||
|
Certificates
of Deposits—
|
||||
|
Countrywide
Bank, NA
|
100,025
|
|||
|
GMAC
Auto Bank, NA
|
100,096
|
|||
|
Total
certificates of deposits
|
200,121
|
|||
|
(Continued)
|
-
11 -
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS
OF DECEMBER 31, 2006
|
Identity
and Description of Issues
|
Current
Value
|
|||
|
Personal
choice retirement account (continued):
|
||||
|
Corporate
common stocks—at fair value:
|
||||
|
Alcatel-Lucent
|
$
|
1,251
|
||
|
Baker
Hughes, Inc.
|
74,660
|
|||
|
Employer
common stock—at fair value*
|
7,052,500
|
|||
|
Chesapeake
Energy Corp.
|
29,050
|
|||
|
Cisco
Systems, Inc.
|
10,932
|
|||
|
Document
Sciences Corp.
|
5,527
|
|||
|
IBM
Corp.
|
411
|
|||
|
Lsi
Logic Corp.
|
3,600
|
|||
|
Microsoft
Corporation
|
15,030
|
|||
|
Motorola
Incorporated
|
15,350
|
|||
|
Nokia
Corp. Spon Adr
|
8,128
|
|||
|
Petrohawk
Energy Corp.
|
25,610
|
|||
|
Sunoco,
Inc.
|
62,360
|
|||
|
Tesoro
Petroleum Corp.
|
65,770
|
|||
|
Time
Warner, Inc.
|
7,001
|
|||
|
Valero
Energy Corp.
|
102,320
|
|||
|
Yahoo!,
Inc.
|
971
|
|||
|
Total
corporate common stocks
|
7,480,471
|
|||
|
Mutual
funds:
|
||||
|
Artisan
International Fund
|
20,744
|
|||
|
Baron
Partners Fund
|
54,087
|
|||
|
Excelsior
Value Fund
|
12,358
|
|||
|
Fidelity
Adv Mid Cap II Fund
|
11,780
|
|||
|
Fidelity
Contra Fund
|
94,059
|
|||
|
ING
Global Real Fund
|
12,564
|
|||
|
Jennison
Natural Fund
|
6,412
|
|||
|
Lazard
Emerging Markets Fund
|
10,420
|
|||
|
Muhlenkamp
Fund
|
28,457
|
|||
|
Oppenheimer
Mainstreet Fund
|
11,866
|
|||
|
Schwab
Value Advantage Fund
|
2,724,406
|
|||
|
T
Rowe Price Equity Income Fund
|
54,878
|
|||
|
T
Rowe Price Spectrum Fund
|
12,553
|
|||
|
Van
Kampen Growth & Income Fund
|
23,505
|
|||
|
Vanguard
Index Tr Total Fund
|
3,838
|
|||
|
|
||||
|
(Continued)
|
-
12 -
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS
OF DECEMBER 31, 2006
|
Identity
and Description of Issues
|
Current
Value
|
|||
|
Personal
choice retirement account (continued):
|
||||
|
Mutual
funds (continued):
|
||||
|
Vanguard
Int'l Value Fund
|
$
|
22,555
|
||
|
Vanguard
Total International Fund
|
34,203
|
|||
|
William
Blair Growth Fund
|
23,332
|
|||
|
Total
mutual funds
|
3,162,017
|
|||
|
Total
personal choice retirement account
|
16,010,142
|
|||
|
Participant
loans (bearing interest at rates ranging between 5%
|
||||
|
and
10.5%, maturing over periods generally up to five years)
|
3,661,320
|
|||
|
TOTAL
ASSETS HELD FOR INVESTMENT
|
$
|
232,601,368
|
||
|
*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 29, 2007 | By: | /s/ CORY T. WALKER |
|
Cory T. Walker |
||
|
Senior
Vice President, Chief Financial Officer and
Treasurer
|
||
-
14 -
|
EXHIBIT
INDEX
|
|
|
Exhibit
|
Document
|
|
|
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm - Hancock Askew
&
Co., LLP
|
|
23.2
|
Consent
of Independent Registered Public Accounting Firm - Deloitte & Touche,
LLP
|
|
|
|
|
99.1
|
Certification
of Chief Executive 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.
|
|
*
|
Other
schedules required by 29 CFR 2520.103-10 of the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under ERISA have
been
omitted because they are not applicable.
|
-
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 26, 2007 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, 2006.
/s/
Hancock Askew & Co., LLP
Savannah,
Georgia
June
29,
2007Exhibit
23.2
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 23, 2006 (June 29, 2007 as to the effects of the
adoption of FASB Staff
Position AAG INV-1 and SOP 94-4-1 described in Note 2), 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, 2006.
/s/
Deloitte & Touche LLP
Jacksonville,
Florida
June
29,
2007
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, 2006 (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 29, 2007.
/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, 2006 (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 29, 2007.
/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.