Document

 
 
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
    
ý
Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2015
OR
c
Transition Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934
 
For The Transition Period From                      To                     .
Commission file number 001-13619
 

A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
BROWN & BROWN, INC.
EMPLOYEE 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. EMPLOYEE SAVINGS PLAN AND TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
TABLE OF CONTENTS
 
 
 
 
Page 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
FINANCIAL STATEMENTS:
 
 
 
Statements of Net Assets Available for Benefits as of December 31, 2015 and 2014
 
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2015
 
 
Notes to Financial Statements
 
 
SUPPLEMENTAL SCHEDULE:
 
 
 
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2015
 
 
SIGNATURE
 
 
EXHIBIT INDEX
 






2

    

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Investment Committee
Brown & Brown, Inc. Employee Savings Plan and Trust
Daytona Beach, Florida
We have audited the accompanying statements of net assets available for benefits of the Brown & Brown, Inc. Employee Savings Plan and Trust (the Plan) as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. 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 the 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 the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
The accompanying supplemental schedule of assets (held at end of year) as of and for the year ended December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.


Respectfully submitted,
 
 
/s/ Hancock Askew & Co., LLP
 
 
Norcross, Georgia
June 24, 2016
 


3

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2015 AND 2014

 
 
 
 
 
 
 
2015
 
2014
ASSETS
 
 
 
CASH
$
2,176

 
$
3,451

INVESTMENTS:
 
 
 
Participant directed—at fair value:
 
 
 
Registered investment companies (mutual funds)
360,601,479

 
340,717,332

Pooled separate account
49,964,259

 
53,595,461

Employer common stock fund
29,182,998

 
34,167,658

Personal choice retirement account
12,361,085

 
14,421,839

Total investments, at fair value
452,109,821

 
442,902,290

NOTES RECEIVABLES FROM PARTICIPANTS
10,311,371

 
9,619,162

RECEIVABLES:
 
 
 
Employer contributions
1,085,946

 
1,017,373

Participant contributions
324

 
3,294

Total receivables
1,086,270

 
1,020,667

TOTAL ASSETS REFLECTING INVESTMENTS AT FAIR VALUE
463,509,638

 
453,545,570

PAYABLE TO PARTICIPANTS FOR EXCESS CONTRIBUTIONS

 

NET ASSETS AVAILABLE FOR BENEFITS, before adjustment
463,509,638

 
453,545,570

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
(248,578
)
 
(739,977
)
NET ASSETS AVAILABLE FOR BENEFITS
$
463,261,060

 
$
452,805,593

See notes to financial statements.
 


4

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2015

 
 
 
 
ADDITIONS:
 
Investment income (loss):
 
Dividend income
$
15,380,381

Interest income
564,810

Other income (loss)
(57,031
)
Net depreciation in fair value of investments
(16,116,853
)
Total investment loss
(228,693
)
Interest on note receivables from participants
389,311

Contributions:
 
Participants
32,882,392

Employer
17,470,107

Rollovers from other qualified plans
4,545,095

Total contributions
54,897,594

Total additions
55,058,212

DEDUCTIONS:
 
Benefits paid to participants
43,824,653

Administrative expenses
778,092

Total deductions
44,602,745

NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS
10,455,467

NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year
452,805,593

NET ASSETS AVAILABLE FOR BENEFITS —End of year
463,261,060

See notes to financial statements.
 


5

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2014, AND FOR THE YEAR ENDED DECEMBER 31, 2015

1.
DESCRIPTION OF THE PLAN
The following brief description of the Brown & Brown, Inc. Employee 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 are expected to complete a year of service (1,000 hours) 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 employees by enabling eligible employees who are U.S. citizens with the opportunity to invest a portion of their annual compensation in the Plan, augmented by employer contributions, to supplement the employees’ retirement income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“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 employees of the Employer or from the Administrator. Schwab Retirement Plan Services, Inc. (“Schwab”) serves as the recordkeeper of the Plan and Charles Schwab Trust Company, a division of Charles Schwab Bank (the “Trustee”) serves as the trustee of the Plan.
Administrative Expenses - All investment-related expenses are charged against Plan earnings or are paid by the Plan. Administrative expenses for recordkeeping, accounting and legal are paid by the Plan. All other expenses are paid by the Employer.
Contributions - Participants may elect to contribute, subject to certain limitations, any percentage of annual compensation as contributions to the Plan, up to the allowable limits specified in the Internal Revenue Code. The Employer makes a fully vested safe harbor matching contribution for each participant equal to the sum of (1) 100% of the participant’s elective deferrals that do not exceed 3% of compensation for the allocation period, plus (2) 50% of the participant’s elective deferrals that exceed 3% of compensation for the allocation period but do not exceed 5% of compensation for the allocation period.
The Plan permits the Board of Directors of the Employer to authorize discretionary profit-sharing contributions. No profit-sharing contributions were made in 2015.
Vesting -Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Employer matching contributions for plan years beginning before January 1, 2014, and for discretionary profit-sharing contributions are based on years of credited service and are subject to the following vesting schedule:
 
Years of
Credited Service
 
Vested 
Interest
 
 
 
Less than 1
 
0
%
1
 
20

2
 
40

3
 
60

4
 
80

5 or more
 
100



6

    

For Plan years starting on or after January 1, 2014, the forfeited balances of terminated participants’ non-vested accounts are no longer available to reduce employer matching contribution amounts. As of December 31, 2015 and 2014, forfeited employee amounts available to offset future Plan expenses totaled approximately $423,000 and $496,000, respectively. No forfeitures were used in 2015 to offset Plan expenses.
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.
The agreement between the Trustee and the Plan includes a revenue-sharing arrangement whereby the Trustee shares revenue generated by the Plan in excess of the Trustee’s fee. These deposits are included in the “Other Income” amount in the Statement of Changes to Net Assets Available for Benefits. These funds are used to pay other plan expenses with any remaining amounts being reallocated to participants. During 2015, revenue of approximately $ 194,547 was deposited into the Plan related to this revenue-sharing arrangement. At December 31, 2015 and 2014, approximately $ 56,188 and $80,000, respectively, was available to be reallocated or pay plan expenses. For the Plan year ended December 31, 2015, Plan expenses of approximately $139,000 were paid by these funds. During 2015 approximately $80,000 of these funds were reallocated to participant accounts. No amounts were reallocated to participants during 2014.
Notes Receivable from Participants -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, with a limited exception for grandfathered outstanding loans transferred to the Plan as a result of mergers of plans maintained by acquired companies. Loans, which are repayable each pay period for periods ranging generally up to five years (and up to 15 years for the purchase of a principal residence), 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, 2015, interest rates applicable to such loans ranged from 4.25% to 9.25%.
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.
Notes Receivable from Participants - Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expenses when they are incurred. No allowance for credit losses has been recorded as of December 31, 2015 and 2014. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.
Payment of Benefits - Benefits are recorded when paid.
Notes Receivable - Participant loans are recorded as “Notes Receivable from Participants” and are measured at their unpaid principal balance plus any accrued but unpaid interest in the statements of Net Assets Available for Benefits as of December 31, 2015 and 2014. No allowance for credit losses had been recorded as of December 31, 2015 and 2014. Defaulted participant loans are reclassified as distributions based upon the terms of the Plan documents.
Valuation of Investments -The Plan’s investments in money market funds, mutual funds, 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 Brown & Brown stock fund is measured using the unit value calculated from the observable market price of the stock plus the cost of the short term investment fund, which approximates fair value. This non-pooled separate investment account is deemed to be Level 1 investment. The fair value of the pooled separate accounts is based upon the net asset value (NAV) of the underlying assets as determined by the Trustee’s valuation. NAV is used as a practical expedient. The contract value of participation units owned in the pooled separate accounts is based on quoted redemption values, as determined by the Trustee, on the last business day of the Plan year.
The Plan invests in fully benefit-responsive investment contracts held in the Wells Fargo Stable Return Fund G as of December 31, 2015 and 2014. 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 Statements of Net

7

    

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.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as investments held during the year.
Recently Issued Accounting Pronouncements- In May 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent)”. This ASU removes the requirement to make certain disclosures as well as categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per practical expedient. The amendments in ASU 2015-07 are effective for public entities for interim and annual periods beginning after December 15, 2015. The amendment is required to be applied retrospectively and early adoption is permitted. Other than requiring a change to the disclosures, the adoption of this standard is not expected to have a material impact on the financial statements.
In July 2015, the FASB issued ASU No. 2015-12, “Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contributions Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient”, which is part of the FASB’s Simplification Initiative for employee benefit plans. Part I of this ASU clarifies that contract value is the only required measurement for Fully Benefit-Responsive Investment Contracts (“FBRICs”) and clarifies that indirect investments in FBRICs should no longer be reflected as FBRICs and therefore, should be reported at fair value. Part II of this ASU eliminates the current GAAP requirements for plans to disclose individual investments that represent five percent or more of the net assets available for benefits, and the net appreciation or depreciation for investments by general type for both participant-directed investments and nonparticipant-directed investments. It also allows investments to be disaggregated by general type and eliminates the requirement to disaggregate investments by class. Further, significant investment strategies for an investment in a fund that files a U. S. Department of Labor Form 5500, Annual Return/Report of Employee Benefit Plan, as direct filing entity when the plan measures that investment using the NAV practical expedient are no longer required. The provisions of this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015. Parts I and II are to be applied retrospectively and early adoption is permitted. Other than requiring a change to the disclosures, the adoption of Parts I and II of this standard is not expected to have a material impact on the financial statements. Part III is not applicable to the Plan.
Fair Value Measurements-The Plan adopted a fair value measurement method that 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 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.
The fair values estimated and derived from each fair value calculation may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with those utilized by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
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, 2015 and 2014. As required by Accounting Standards Codification Topic 820-Fair Value Measurements and Disclosures, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
 

8

    

 
 
Investment Assets at Fair 
Value as of December 31, 2015
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Registered investment companies
(mutual funds):
 
 
 
 
 
 
 
Index funds
$
106,377,016

 
$

 
$

 
$
106,377,016

Value funds
60,767,261

 

 

 
60,767,261

Growth funds
57,297,226

 

 

 
57,297,226

Bond funds
63,273,348

 

 

 
63,273,348

Growth and Income funds
34,160,088

 

 

 
34,160,088

Asset Allocation/Retirement Strategy funds
38,726,540

 

 

 
38,726,540

Total - Registered investment companies(mutual funds):
360,601,479

 

 

 
360,601,479

Pooled separate account
 
 
 
 
 
 
 
        Stable Value Fund

 
49,964,259

 

 
49,964,259

Employer common stock fund
29,182,998

 

 

 
29,182,998

Personal choice accounts
 
 
 
 
 
 

Cash
19,950

 

 

 
19,950

Money market funds
1,698,248

 

 

 
1,698,248

Registered investment companies (mutual funds)
1,904,087

 

 

 
1,904,087

Common stock
5,025,594

 

 

 
5,025,594

Preferred stock
5,383

 

 

 
5,383

Pooled separate accounts

 
3,707,823

 

 
3,707,823

Total –Personal choice accounts
8,653,262

 
3,707,823

 

 
12,361,085

Total investments at fair value   
$
398,437,739

 
$
53,672,082

 
$

 
$
452,109,821


9

    


 
Investment Assets at Fair 
Value as of December 31, 2014
 
 
 
Level 1 
 
 
Level 2 
 
 
Level 3 
 
 
Total 
 
Registered investment companies
(mutual funds):
 
 
 
 
 
 
 
Index funds
$
93,380,732

 
$

 
$

 
$
93,380,732

Value funds
61,578,891

 

 

 
61,578,891

Growth funds
54,131,527

 

 

 
54,131,527

Bond funds
56,162,539

 

 

 
56,162,539

Growth and Income funds
39,110,723

 

 

 
39,110,723

Asset Allocation/Retirement Strategy funds
36,352,920

 

 

 
36,352,920

Total - Registered investment companies(mutual funds):
340,717,332

 

 

 
340,717,332

Pooled separate account
 
 
 
 
 
 
 
        Stable Value Fund

 
53,595,461

 

 
53,595,461

Employer common stock fund
34,167,658

 

 

 
34,167,658

Personal choice accounts
 
 
 
 
 
 
 
Cash
58,347

 

 

 
58,347

Money market funds
2,015,292

 

 

 
2,015,292

Registered investment companies (mutual funds)
2,363,491

 

 

 
2,363,491

Common stock
6,242,076

 

 

 
6,242,076

Preferred stock
5,979

 

 

 
5,979

Pooled separate accounts

 
3,736,654

 

 
3,736,654

Total –Personal choice accounts
10,685,185

 
3,736,654

 

 
14,421,839

Total investments at fair value   
$
385,570,175

 
$
57,332,115

 
$

 
$
442,902,290


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 five percent or more of the Plan’s net assets available for benefits as of December 31, 2015 and 2014, respectively, are summarized as follows:
 
 
2015 
 
 
2014 
 
 
 
 
 
Dodge & Cox Income Fund
$
28,075,297

 
$

Employer common stock fund
29,176,908

 
34,167,658

Harbor Capital Appreciation Fund
40,834,391

 
36,641,960

Invesco Growth and Income R5 Fund
38,664,699

 
37,516,472

Pimco Total Return Bond Administration Fund

 
28,547,805

Vanguard Institutional Index Fund
67,109,308

 
64,077,672

Wells Fargo Stable Return Fund G*
49,964,259

 
53,595,461


*
Wells Fargo Stable Return Fund G is shown at fair value. Contract Value was $49,715,681 and $52,855,484 at December 31, 2015 and 2014, respectively.

10

    

During the year ended December 31, 2015, the fair value of the Plan’s investments appreciated (depreciated) in the amounts shown:
 
 
Amount 
 
 
 
Mutual funds
$
(16,031,018
)
Employer common stock fund
(855,734
)
Pooled separate accounts
769,899

Net depreciation in fair value of investments
$
(16,116,853
)
4.
INVESTMENT PROGRAMS
As of December 31, 2015, contributions to the Plan were invested in one or more of various investment fund options, including money market funds, mutual funds and Employer Company stock fund, at the direction of each participant. The Plan also allows participants to invest in the Charles Schwab & Co. Personal Choice Retirement Account, which enables 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.
One investment in the Plan is a guaranteed pooled separate account managed by Wells Fargo Bank called the Stable Return Fund G (the “Stable Return 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 Stable Return Fund investment in each contract is presented at fair value. The fair value of a GIC is based on the present value of future cash flows using the current discount rate. The fair value of a security-backed contract includes the value of the underlying securities and the value of the wrapper contract. The fair value of a wrapper contract provided by a security-backed contract issuer is the present value of the difference between the current wrapper fee and the contracted wrapper fee.
An adjustment is made to the fair value in the statements 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, 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 Return Fund. The crediting interest rate for the Stable Return Fund for the years ended December 31, 2015 and 2014 was 1.79% and 1.64%, respectively. The average yield for the Stable Return Fund for the years ended December 31, 2015 and 2014, was 1.83% and 1.40%, respectively.
There is no event that limits the ability of the Plan to transact at contract value with the issuer. There are also no events or 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 investments include Brown & Brown, Inc. common stock fund, which represents party-in-interest transactions that qualify as exempt prohibited transactions. Additionally, through the personal choice retirement account, certain investments are managed by affiliates of the Trustee of the Plan.
The Plan issues notes to participants, which are secured by the balances in the participants’ accounts. These transactions qualify as party-in-interest transactions.
6.
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.

11

    

7.
FEDERAL INCOME TAX STATUS
The Plan has received a favorable determination letter from the Internal Revenue Service dated November 16, 2015, relating to the qualification of the Plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (“IRC”). The Plan’s management believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC and regulations issued thereunder and, therefore, believes the Plan, as amended and restated, is qualified and the related trust is tax exempt
Accounting principles generally accepted in the United States of America require Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 



12

    


BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

 
 
Identity and Description of Issues
 
Current Value
Participant directed:
 
 
Mutual funds:
 
 
American Beacon Small Cap Value Fund
 
$
10,348,659

American Funds Europacific Growth Fund
 
15,929,302

Dodge & Cox Income Fund
 
28,075,297

Harbor Capital Appreciation Fund
 
40,834,391

Harbor International Fund
 
16,665,419

Invesco Growth and Income Fund
 
38,664,699

JP Morgan Mid Cap Value Fund
 
11,753,903

Loomis Sayles Small Cap Growth Fund
 
8,782,029

Morgan Stanley Mid Cap Growth Fund
 
7,680,806

PIMCO Real Return Bond Administration Fund
 
13,274,610

Principal Diversified Real Fund
 
3,644,905

Vanguard Institutional Index Fund
 
67,109,309

Vanguard Mid Cap Index Fund
 
12,534,434

Vanguard Small Cap Index Fund
 
9,551,144

Vanguard Target Retirement 2015 Fund
 
4,004,035

Vanguard Target Retirement 2020 Fund
 
6,972,478

Vanguard Target Retirement 2025 Fund
 
7,073,577

Vanguard Target Retirement 2030 Fund
 
6,988,605

Vanguard Target Retirement 2035 Fund
 
4,754,009

Vanguard Target Retirement 2040 Fund
 
2,707,730

Vanguard Target Retirement 2045 Fund
 
3,660,711

Vanguard Target Retirement 2050 Fund
 
2,565,395

Vanguard Target Retirement Income Fund
 
1,565,367

Vanguard Total Bond Market Index Fund
 
18,278,535

Vanguard Total International Stock Index Fund
 
17,182,130

Total mutual funds
 
$
360,601,479

Pooled separate account—at fair value— Wells Fargo Stable Return Fund G
 
$
49,964,259

* Employer common stock fund—at fair value
 
$
29,182,998

Self-directed:
 
 
Personal choice retirement account:
 
 
* Money market fund—at fair value— Charles Schwab Money Market Funds
 
$
1,698,248

Non-interest-bearing cash
 
$
19,950

(Continued)

13

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
AT&T Inc
 
$
13,297

Abattis Bioceuticals
 
1,419

Abbott Laboratories
 
2,770

Advance Auto Parts Inc.
 
15,051

AFLAC
 
1,753

Air Liquide ADR
 
897

Alamo Group Inc
 
21,151

Alibaba Group Hldg A
 
14,222

Allergan Plc F
 
938

Alphabet Inc CL A
 
194,503

Alphabet Inc CL C
 
18,972

Amazon Com Inc
 
385,933

American Capital Agency
 
3,129

American Elec Pwr Inc
 
5,827

American International Group
 
30,985

Anavex Life Sciences
 
1,248

Apple Inc
 
246,918

Arch Cap Group Ltd New F
 
55,800

Archer Daniels Midland Co
 
1,719

AutoZone Inc
 
37,096

Baker Hughes Inc
 
703

Banco Latinoamericano
 
1,987

Bancolumbia S.A. ADR
 
80

Bank of America Corp
 
231,381

BB&T Corporation
 
1,891

BBX Capital Corp
 
250

Berkshire Hathaway B New
 
187,233

BHP Billiton LTD F
 
4,098

Biogen Inc
 
1,225

Black Knight Financi
 
4,959

Boeing Co
 
30,210

BP PLC ADR
 
133,324

Cal Maine Foods Inc New
 
960

Calamp Corp
 
10,962

Canadian Cannabis Co
 
30

Canadian Natl Ry Co
 
69,850

Centene Corp
 
2,632

Cheniere Energy Inc New
 
1,863

Chesapeake Energy Corporation
 
4,500

Chevron Corp
 
10,837

Chimerix Inc
 
5,370

 
 
 (Continued)


14

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
China Precision Stl New
 
$
4

Chinacache Intl Hldg ADRF
 
4,120

Cincinnati Financial CP
 
16,144

Cinedigm Corp CL A
 
10

Cisco System Inc
 
16,132

Citigroup Inc
 
41,671

Citrix Systems Inc
 
60,520

Clearsign Combustion
 
11,640

Comcast Corp A
 
19,894

ConocoPhillips
 
14,188

Cooper Tire & Rubber Co
 
12,068

Corning Inc
 
14,712

Costco Whsl Corp New
 
2,836

Cracker Barrel Old Ctry
 
5,073

Cray Inc
 
357

Daimler A G ADR
 
418

Darden Restaurants Inc
 
3,182

Delta Air Lines Inc New
 
2,535

DHT Holdings Inc New
 
1,343

Diageo PCL
 
5,454

Dorian LPG LTD
 
2,001

Dow Chemical Company
 
3,411

Dryships Inc
 
87

Du Pont E I De Nemours & Co
 
14,319

Dunkin Brands Group Inc
 
4,567

Eaton Corp PLC
 
26,020

Ecare Solutions Inc
 
21,333

El Capitan Precious Metal
 
5

El Pollo Loco Hldgs
 
4,042

Elephant Talk Communications Corp New
 
14

Eli Lilly & Company
 
1,187

Energous Corp
 
3,955

Enterprise Prd Prtners LP
 
7,674

Extreme Networks Inc
 
1,428

Exxon Mobil Corporation
 
4,046

Facebook Inc Class A
 
205,343

FedEx Corporation
 
2,384

Fiat Chrysler Automobiles New
 
644

Fireeye Inc
 
10,370

FitBit Inc
 
25,418

Ford Motor Company New
 
50,283

Freddie Mac Voting Shs
 
1,620

 
 
(Continued)

 


15

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Freeport-McMoran Copper & Gold
 
$
2,661

GAP Inc.
 
14,499

General Dynamics Corp
 
24,038

General Electric Company
 
25,234

Generex Biotechnology Corp Del
 
78

Gilead Science Inc
 
4,048

Glaxosmithkline PLC ADRF
 
6,225

Globalstar Inc
 
2,484

GoPro Inc
 
9,005

Groupon Inc Cl A
 
461

GT Advanced Techs Inc
 
53

GW Pharmaceutic PLC
 
3,472

Halliburton Co Holding Co
 
1,702

Hartford Financial Services Group Inc
 
43,895

HCI Group Inc
 
1,046

Helmerich & Payne Inc
 
1,424

Home Depot Inc
 
185,150

Honeywell International
 
5,179

Hormel Foods Corp
 
3,343

Humana Inc
 
2,321

I D I Inc
 
11,113

IBM Corp
 
20,643

Imageware Systems Inc
 
1,300

Integrated Device Tech
 
5,007

Intel Corp
 
23,015

Intrexon
 
1,508

IRobot
 
2,478

JP Morgan Chase & Co
 
22,101

JA Energy
 
25

JD.Com Inc
 
9,680

Johnson & Johnson
 
14,301

Kinder Morgan Holdco LLC
 
4,430

KKR & Co LLP
 
6,080

Kroger Co
 
10,572

Landec Corp
 
5,915

Las Vegas Sands Corp
 
87,330

Leapfrog Enterprises Inc
 
710

Liberated Energy Inc
 
1,350

Lighting Science Group New
 
240

Limelight Networks Inc
 
67

Lockheed Martin Corp
 
21,715

Lululemon Athletica Inc
 
5,247

Maiden Holding Ltd
 
1,953

Main Str Cap Corp
 
43,739

Mannkind Corp
 
16,893

 
 
(Continued)


16

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Marlin Business Svcs Corp
 
$
1,781

Mast Therapeutics Inc
 
1,681

Mastercard Inc
 
974

McDonalds Corp
 
4,125

Medical Marijuana Inc
 
370

Medicines Company
 
18,670

Medley Capital Corp
 
3,015

Medtronic Plc
 
5,114

Melco Public Entertainment Ltd ADR
 
1,680

Merck & Co Inc New
 
2,113

Microsoft Corp
 
88,321

Mobileye N V Amstelveen
 
16,912

Mol Global Inc ADR
 
69

Monster Beverage Cor
 
44,688

Montana Exploration
 
8

Mosaic Co
 
8,292

National Bank of Can
 
291

Netflix Inc
 
148,351

New York Cmnty Bancorp
 
14,261

Next Generation Mgmt
 
10

Nike Inc
 
78,824

Nimble Storage
 
920

Noble Corp Plc
 
27,737

Nordic American Tanker Shipping
 
15,540

Nordic American Offshore Ltd
 
42

Nordstrom Inc
 
22

Northrop Grumman Corp
 
28,322

NRG Energy Inc New
 
75

NW Biotherapeutics New
 
947

NXP Semiconductors NV
 
8,425

O Reilly Automotive New
 
50,684

Oasis Petroleum Inc
 
2,211

Ocean Rig Underwater Inc F
 
5

Orbit Intl Corp
 
81

Paragon Offshore PLC
 
31

PayPal Hldgs Inc
 
3,620

PEI Worldwide Holdings
 
28

Penn West Pete Ltd New F
 
4,182

Pennantpark Investment Grp
 
1,238

Pfizer Incorporated
 
7,622

Philip Morris Intl Inc
 
47,732

Phillips 66
 
6,135

Pilgrims Pride Corp
 
2,430

Plum Creek Timber Co
 
2,158

 
 
(Continued)


17

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Potash Corp of Saskatchewan Inc
 
$
2,568

Premium Brands Holdings
 
2,487

Prospect Energy Corp
 
15,441

Qualcomm Inc
 
5,445

R P C Inc
 
10,158

Rackspace Hosting Inc
 
1,266

Ralph Lauren Corp CL A
 
16,722

Raytheon Company New
 
24,906

RCI Hospitality Hldgs
 
1,499

Realty Income Corporation
 
7,666

Renren Inc ADR F
 
920

Resonant Inc
 
1,325

Revolution Lighting Technologies Inc
 
33,613

Rio Tinto Plc Sponsored ADR
 
874

Royal Bank of Canada MontrealQue
 
268

Ruby Tuesday Inc Georgia
 
551

Safety Insurance Group
 
41,065

Salesforce Com
 
15,680

Sanderson Farms Inc
 
1,550

Schlumberger LTD
 
15,003

SeaWorld Entertainment
 
2,323

Sina Corporation
 
9,880

Sirius XM Hldgs Inc
 
85

Skechers U S A Inc
 
21,147

Skyline Med Inc.
 
700

Skyworks Solutions Inc
 
3,842

Smith & Wesson Holding Corp
 
1,429

Sodastream International
 
1,631

Southern Co
 
8,631

Southwest Airlines Co
 
135,639

Spongetech Delivery Sys
 
2

Sprint Corporation
 
47

Square Inc
 
6,545

Starbucks Corp
 
12,006

Starwood PPTY Trust
 
6,168

Statoil Asa ADR
 
963

STL Marketing Group New
 
600

Stryker Corp
 
3,718

SunTrust Banks Inc
 
4,553

Target Corporation
 
2,904

Taser International Inc
 
12,103

TCP Capital Corp
 
16,237

Terra Nitrogen LP
 
7,825

Tesla Motors Inc
 
57,602

The Whitewave Foods
 
1,946

 
 
(Continued)



18

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Titan International Inc
 
$
26,980

Tonix Pharma Hldgs New
 
1,534

Toyota Motor CP DR New
 
984

Travelers Companies Inc
 
12

TravelZoo Inc New
 
3,348

Treehouse Foods Inc
 
942

Tumi Holdings Inc
 
166

Twitter Inc
 
157,283

Tyson Foods Inc Class A
 
2,561

Under Armor Inc CL A
 
8,061

United Parcel Service B
 
1,953

United States Steel Corp
 
11,970

Valero Energy Corp New
 
646

Vape Holdings Inc
 
1

Venaxis Inc
 
327

Verizon Communications
 
13,521.000

Viggle Inc. New
 
28

Visa Inc Cl A
 
61,267

Wal-Mart Stores Inc
 
4,408

Walt Disney Co
 
468,193

Wells Fargo & Co New
 
11,851

Welltower Inc
 
6,389

Western Lithium USA
 
144

Weyerhaeuser Co
 
2,249

Whole Foods Market Inc
 
6,734

Windstream Hldgs Inc
 
32

Wynn Resorts
 
6,919

Youku.com Inc ADR F
 
10,836

Zoned Properties Inc New
 
7

Zurich Insurance GP ADRF
 
12,813

Zynga Inc
 
2,010

 
 
 
Total corporate common stocks
 
$
5,025,594

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)



19

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Mutual funds:
 
 
American Funds Washington Mutual F-1
 
$
10,667

American Century One Choice 2025 Inv
 
50,614

American Funds New Economy Fund CL F-1
 
383

AMG Yacktman Fund Service Class.
 
7,879

AMG Yacktman Focused Fund Service Class
 
15,633

Apollo Investment Corp
 
941

AQR Emerging Multi Style R6
 
677

AQR International Multi Style R6
 
1,052

AQR Large Cap Multi Style R6
 
2,271

AQR Managed Futures Strategy Fund CL N
 
2,234

AQR Multi Strategy Alternatives Fund
 
2,367

Artisan Global Eqty Fd Inv
 
21,189

Artisan International Fund Inv
 
2,535

Baron Real Estate Retail Fund
 
1,072

Blackrock Health Science Oppty Inv A
 
1,004

Brandes International Small Cap Equity Fund CL A
 
2,315

Brown Advisory Flex Equity Fund Adv
 
4,255

Brown Advisory Growth Equity Investor
 
16,563

Causeway Intl Value Fund CL Inv
 
486

Champlain Small Company Fund Adv CL
 
2,142

Clearbridge Aggressive Growth Fund A
 
4,473

Deutsche Croci Intl Fund CL S
 
2,198

Deutsche Global Infrastructure Fund
 
1,037

DFA Emerging Markets Core Equity Port Instl
 
1,365

DFA Global Real Estate SEC Port
 
1,205

DFA Intl Core Eqty Port Instl
 
517

DFA Intl Small Cap Value Port Instl
 
8,934

DFA Intl Vector Eqty Port Instl
 
1,433

DFA US Core Equity 2 Port Instl
 
3,146

DFA US Vector Eqty Port Instl
 
3,453

DNP Select Income Fund
 
45,769

Dodge & Cox Intl Stock Fund
 
3,312

Doubleline Total Return Bond Fund N
 
27,475

Fidelity Low Priced Stock
 
35,370

Fidelity Small Cap Discovery
 
4,380

FMI Large Cap Fund
 
6,082

Franklin Small Cap Growth Fund CL A
 
1,073

GAMCO Global Gold Natural
 
9,012

Glenmede Large Cap Growth Fund
 
37,443

Harbor Capital Appreciation Fund Investor CL
 
556

Harbor Capital Appreciation Fund Instl
 
5,186

JHancock Disciplined Value Mid Cap A
 
19,973

JP Morgan Value Advantage CL A
 
4,587

Laudus U.S. Large Cap Growth Fund
 
30,655

Lazard Intl Strategic Fund
 
3,335

 
 
(Continued)


20

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Mutual funds:
 
 
Loomis Sayles Bond Fund CL R
 
$
1,990

Maingate MLP Fund CL A
 
961

Matthews Asia Dividend Fund
 
10,073

Matthews Japan Fund
 
16,849

Metropolitan West Total Return BD M
 
1,885

MFS Global Equity Fund CL A
 
202

MFS International Value Fund CL A
 
3,165

Nicholas Fund, Class I
 
11,954

Oakmark Equity Income Fund I
 
26,518

Oakmark International Fund I
 
11,260

Oberwies Intl Oppty Fund
 
2,659

Pacific Financial Core Eqty FD Inv CL
 
108,501

Pacific Financial Dynamic Alloc Inv
 
68,537

Pacific Financial Explorer FD Inv CL
 
104,571

Pacific Financial Strat Cons Inv
 
8,664

Pacific Financial Tactical FD Inv CL
 
22,492

Perkins Global Value Fund Class T
 
9,586

PIMCO All Asset All Authority Instl
 
3,175

PIMCO All Asset All Authority CL D
 
240

Principal Midcap CL A
 
2,301

Principal Real Estate I
 
584

Prudential Jennison Health Sciences A
 
46,149

Ridgeworth Large Cap Value Equity I
 
9,657

* Schwab AMT Taxfree Money Fund
 
487,000

* Schwab Core Equity Fund
 
63,259

* Schwab Dividend Equity Fund
 
75,714

* Schwab Health Care Fund
 
50,160

* Schwab Hedged Equity Fund
 
43,328

* Schwab International Core Equity Fund
 
69,181

* Schwab Large-Cap Growth
 
45,291

* Schwab S & P 500 Index Fund - Select S
 
20,921

* Schwab Short Term Bond Market Index Fund
 
27,525

* Schwab Small Cap Index Select
 
40,212

Scout Unconstrained Bond FD CL I
 
1,863

Seafarer Overseas Growth & Income FD Inv
 
7,978

T Rowe Price Value Adv
 
4,370

USAA Tax Exempt Interim Term Fund
 
18,387

Vanguard Equity Income Fund
 
19,465

Vanguard Global Equity Fund Investor
 
17,162

Vanguard Inflation Protected Sec Fund
 
11,225

Voya Corporate Leaders Trust Fund
 
2,934

Walthausen Small Cap Value Fund
 
2,736

Wells Fargo Advantage Discovery A
 
15,155

Total mutual funds
 
$
1,904,087

 
 
(Continued)


21

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Preferred Stock:
 
 
Gabelli Equity Trust Inc.
 
$
5,383

Total preferred stock funds
 
$
5,383

 
 
 
Unit Trust:
 
 
Barclays Bank PLC iPath ETN
 
$
51,979

EGShares Beyond BRIC’sETF
 
10,875

ETFS Physical Silver Tr
 
678

Global X Greece ETF
 
119

iShares China Large Cap Fund
 
12,140

iShares Core High Dividend Equity Fund
 
131,551

iShares Core US Aggregate Bond ETF
 
135,229

iShares Currency Hedged MSCI EAFE
 
102,362

iShares Emerging Markets Local Currency Bond ETF
 
13,223

iShares Enhanced US Large-Cap ETF
 
111,697

iShares Enhanced US Small-Cap ETF
 
132,297

iShares Enhanced Short Maturity Bonds ETF
 
190,626

iShares Enhanced Commodities Select Strategy ETF
 
10,352

iShares Emerging Markets Currency Hedged MSCI ETF
 
69,460

iShares Floating Rate Note Fund
 
81,259

iShares Gold Trust Fund
 
26,291

iShares iBoxx $ High Yield Corporate Bond Fund
 
118,694

iShares iBoxx $ Investment Grade Corporate Bond Fund
 
158,360

iShares Intermediate Credit Bond ETF
 
240,844

iShares International Select Dividend Index Fund
 
75,909

iShares JP Morgan Emerging Markets Bond Fund
 
113,502

iShares MSCI EAFE Minimum Volatility ETF
 
113,198

iShares MSCI Emerging Markets ETF
 
16,095

iShares MSCI Emerging Markets Minimum Volatility ETF
 
79,754

iShares MSCI Germany Index Fund
 
26,661

iShares MSCI Hong Kong Index Fund
 
13,715

iShares MSCI Japan Index Fund
 
27,864

iShares MSCI USA Minimum Volatility ETF
 
180,746

iShares Russell Midcap Index Fund
 
78,008

iShares Russell 1000 Growth Index Fund
 
176,776

iShares Russell 2000 Index Fund
 
13,852

iShares Select Dividend Index Fund
 
86,949

iShares Silver Trust
 
989

iShares S&P US Preferred Stock Index Fund
 
134,732

iShares 20+ Year Treasury Bond Fund (JP Morgan)
 
13,626

iShares 7-10 Year Treasury (Barclays)
 
45,720

PowerShares QQQ Trust, Series 1 ETF
 
120,809

PowerShares S & P 500 Low Volatility ETF
 
30,779

ProShares Ultra Fund
 
10,854

 
 
(Continued)


22

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2014

 
 
Identity and Description of Issues
 
Current Value 
Personal choice retirement account (continued):
 
 
Unit Trust:
 
 
ProShares Ultra Dow 30 Fund
 
$
12,915

ProShares Ultra NASDAQ Fund
 
92,937

ProShares Ultra DJ New UBS Crude Oil Index Fund
 
75

ProShares Ultra Final NE
 
10,668

* Schwab US Aggregate Bond ETF
 
206

* Schwab US Broad Market ETF
 
17,091

* Schwab US Dividend Equity ETF
 
310

* Schwab US Large-Cap Growth ETF
 
265

* Schwab US Large-Cap Value ETF
 
298

* Schwab US Mid-Cap ETF
 
41

* Schwab US REIT ETF
 
9,592

SPDR Barclays Short Term Corp Bond ETF
 
27,208

SPDR Gold Shares
 
54,585

SPDR S&P Dividend ETF
 
15,857

SPDR S&P 400 Mid Cap Growth ETF
 
1,531

SPDR S&P 400 Mid Cap Value ETF
 
988

SPDR S&P 500 ETF
 
96,612

SPDR S&P 600 Small Cap Value ETF
 
1,022

Vanguard Dividend Appreciation ETF
 
35,070

Vanguard FTSE Developed Markets ETF
 
39,951

Vanguard FTSE Emerging Markets ETF
 
23,093

Vanguard Global Ex-US Real Estate ETF
 
38,683

Vanguard Intermediate Term Corp Bond Fund ETF
 
13,538

Vanguard REIT ETF
 
15,388

Vanguard Small Cap Value ETF
 
5,471

Vanguard Total International Bond ETF
 
128,498

Vanguard Total Stock Market ETF
 
76,348

WisdomTree Japan Hedged Equity ETF
 
25,391

WisdomTree SmallCap Dividend
 
5,617

Total unit trust funds
 
$
3,707,823

 
 
 
Total personal choice retirement account
 
$
12,361,085

* Notes Receivables from participants - Various maturities, interest rates from 4.25% to 9.25%
 
$
10,311,371

TOTAL ASSETS HELD FOR INVESTMENT
 
$
462,421,192

*
A party-in-interest (Note 5).
Cost information is not required to be provided as these investments are participant-directed.
(Concluded)


23

    

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.
 
EMPLOYEE SAVINGS PLAN AND TRUST
 
 
 
 
By:
BROWN & BROWN, INC.
 
 
 
Date: June 24, 2016
By:
/S/ JAMES LANNI
 
 
 
James Lanni
 
 
Director of Taxation
 


24

    

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 be 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 be incorporated by reference into a filing under the Securities Act of 1934, as amended, or the Exchange Act of 1933, as amended.


25
Exhibit


Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-1900) pertaining to the Brown & Brown, Inc. Employee Savings Plan and Trust of our report dated June 24, 2016, with respect to the financial statements and supplemental schedule of the Brown & Brown, Inc. Employee Savings Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 2015.




/s/ Hancock Askew & Co., LLP

Norcross, Georgia
June 24, 2016



Exhibit


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. Employee Savings Plan and Trust (the “Plan”) on Form 11-K for the year ended December 31, 2015 (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 24, 2016.
 
 
/s/ J. Powell Brown
 
J. Powell 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


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. Employee Savings Plan and Trust (the “Plan”) on Form 11-K for the year ended December 31, 2015 (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 24, 2016.
 
 
/s/ R. Andrew Watts
 
R. Andrew Watts
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.