t65867_11k.htm


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
 
   
Page
     
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2
     
FINANCIAL STATEMENTS:
 
     
 
Statement of Net Assets Available for Benefits as of December 31, 2008 and 2007
3
     
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2008
4
     
 
Notes to Financial Statements
   5-9
     
SUPPLEMENTAL SCHEDULE:
 
     
 
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
    10-15
     
SIGNATURE
  16
     
  17
 
-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, 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
 
-2-

 
 
   
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
AS OF DECEMBER 31, 2008 AND 2007
 
             
             
   
2008
   
2007
 
ASSETS
           
             
CASH
 
$
452,198
   
$
610,477
 
                 
INVESTMENTS:
               
Participant directed—at fair value:
               
Money market fund
   
18,054,819
     
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
 
                 
Total investments
   
196,850,440
     
239,459,557
 
                 
RECEIVABLES—Employer contributions
   
4,403,055
     
3,785,388
 
                 
NET ASSETS AVAILABLE FOR BENEFITS, at fair value
   
201,705,693
     
243,855,422
 
                 
Adjustment from fair value to contract value
               
for fully benefit-responsive investment contracts
   
228,026
     
(92,284
                 
NET ASSETS AVAILABLE FOR BENEFITS
 
$
201,933,719
   
$
243,763,138
 
                 
                 
See notes to financial statements.
               
 
-3-

 
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2008
       
       
ADDITIONS:
     
Investment income:
     
Interest on participants' loans
 
$
352,227
 
Dividends on employer common stock
   
532,014
 
         
Contributions:
       
Participant
   
17,909,063
 
Employer
   
11,181,902
 
Rollovers from other qualified plans
   
4,359,252
 
Total contributions
   
33,450,217
 
         
Total additions
   
34,334,458
 
         
DEDUCTIONS:
       
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
 
         
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.
       
 
-4-

 
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.
 
-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, 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.
 
-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 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 MeasurementsAs 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.

-7-

 
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.

 
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, 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
)
 
-8-

 
4.
INVESTMENT PROGRAMS
 
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.
 
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, 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)
 
 
-11-

 
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)
 
 
-12-

 
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)
 
 
-13-

 
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)
 
 
-14-

 
 
   
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)
 
 
-15-

 
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
 
-16-

 
EXHIBIT INDEX
   
Exhibit
Document
   
23
Consent of Independent Registered Public Accounting Firm
   
99.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   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 2002.   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.
 
-17-
ex23.htm

Exhibit 23


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, 2009 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, 2008.
 
/s/ Hancock Askew & Co., LLP
 
 
Savannah, Georgia
June 30, 2009
 
ex99-1.htm


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, 2008 (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, 2009.


/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.
 
ex99-2.htm

 
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, 2008 (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, 2009.

 
/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.