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, 2016
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 SCHEDULES
TABLE OF CONTENTS
 
 
 
 
Page 
 
 
 
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
 
 
FINANCIAL STATEMENTS:
 
 
 
Statements of Net Assets Available for Benefits as of December 31, 2016 and 2015
 
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2016
 
 
Notes to Financial Statements
 
 
SUPPLEMENTAL SCHEDULES:
 
 
 
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016
 
 
Form 5500, Schedule H, Part IV, Line 4a - Schedule of Delinquent Participant Contributions for the year ended December 31, 2016
 
 
SIGNATURE
 
 
EXHIBIT INDEX
 






2

    

REPORT OF INDEPENDENT REGISTERED CERTIFIED 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, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. 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, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying supplemental schedules, schedule of delinquent participant contributions for the year ended December 31, 2016 and schedule of assets (held at end of year), as of December 31, 2016 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile 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 schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are 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 schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.


 
 
/s/ Hancock Askew & Co., LLP
 
 
Norcross, Georgia
June 26, 2017
 


3

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2016 AND 2015

 
 
 
2016
 
2015
ASSETS
 
 
 
CASH
$
1,532

 
$
2,176

INVESTMENTS:
 
 
 
Participant directed—at fair value:
 
 
 
Registered investment companies (mutual funds)
413,511,719

 
360,601,479

Pooled separate account
53,672,164

 
49,715,681

Employer common stock fund
32,099,084

 
29,182,998

Personal choice retirement account
12,313,018

 
12,361,085

Total investments, at fair value
511,595,985

 
451,861,243

RECEIVABLES:
 
 
 
Notes receivable from participants
10,829,432

 
10,311,371

Employer contributions
940,549

 
1,085,946

Participant contributions
621

 
324

Total receivables
11,770,602

 
11,397,641

NET ASSETS AVAILABLE FOR BENEFITS
$
523,368,119

 
$
463,261,060

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, 2016

 
 
 
 
ADDITIONS:
 
Investment income:
 
Dividend income
$
13,646,379

Interest income
538,168

Other income
694,537

Net appreciation in fair value of investments
28,840,282

Total investment gain
43,719,366

Interest on note receivable from participants
414,138

Contributions:
 
Participants
35,272,796

Employer
18,618,391

Rollovers from other qualified plans
8,982,638

Total contributions
62,873,825

Total additions
107,007,329

DEDUCTIONS:
 
Benefits paid to participants
46,161,919

Administrative expenses
738,351

Total deductions
46,900,270

NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS
60,107,059

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

NET ASSETS AVAILABLE FOR BENEFITS —End of year
523,368,119

See notes to financial statements.
 


5

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2016 AND 2015, AND FOR THE YEAR ENDED DECEMBER 31, 2016

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. Certain 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 2016.
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

    

As a result of an Internal Revenue Service ruling policy, the Plan was amended effective January 1, 2015, to provide that the forfeited balances of terminated participants’ non-vested accounts would not be available to reduce the Employer’s safe harbor matching contributions unless the IRS specifically provides for such use of forfeitures in formal guidance of general applicability. As of December 31, 2015, forfeited employee amounts available to offset future Plan expenses totaled approximately $423,000. In formal guidance of general applicability issued in January 2017, the IRS specifically provided that forfeitures may be used to reduce safe harbor matching contributions. As of December 31, 2016, forfeited employee amounts available to offset future Employer contributions and to offset future Plan expenses totaled approximately $270,000. No forfeitures were used in 2016 to offset Employer contributions or 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 2016, revenue of $200,197 was deposited into the Plan related to this revenue-sharing arrangement. At December 31, 2016 and 2015, $ 53,025 and $56,181, respectively, was available to be reallocated or pay plan expenses. For the Plan year ended December 31, 2016, Plan expenses of approximately $148,500 were paid by these funds. During 2016 approximately $56,000 of these funds were reallocated to participant accounts.
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, 2016, interest rates applicable to such loans ranged from 4.25% to 9.25%.
2.
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 in the statements of Net Assets Available for Benefits as of December 31, 2016 and 2015. 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, 2016 and 2015. 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.
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. 
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.


7

    

Recently Issued Accounting Pronouncements- In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 did not 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 did not have a material impact on the financial statements. Parts I and III are not applicable to the Plan.

The Plan’s management reviewed both ASU 2015-07 and ASU 2015-12, and has appropriately adopted both standards. The adoption was applied retrospectively and certain investment disclosures were revised or eliminated as a result of the adoption of the ASUs.
3.
INVESTMENTS
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 at fair value, as of December 31, 2016 and 2015. As required by Accounting Standards Codification Topic 820-Fair Value Measurement, assets 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, 2016
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Registered investment companies (mutual funds);
$
413,511,719

 
$

 
$

 
$
413,511,719

Employer common stock fund
32,099,084

 

 

 
32,099,084

Personal choice accounts
9,968,087

 
2,344,931

 

 
12,313,018

Total investments at fair value
$
455,578,890

 
$
2,344,931

 
$

 
$
457,923,821

 
 
 
 
 
 
 
 
Pooled separate account, measured at net asset value*
 
 
 
 
 
 
53,672,164

Total investments at fair value
 
 
 
 
 
 
$
511,595,985

 
 
 
 
 
 
 
 
 
Investment Assets at Fair 
Value as of December 31, 2015
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Registered investment companies (mutual funds);
$
360,601,479

 
$

 
$

 
$
360,601,479

Employer common stock fund
29,182,998

 

 

 
29,182,998

Personal choice accounts
8,653,262

 
3,707,823

 

 
12,361,085

Total investments at fair value
$
398,437,739

 
$
3,707,823

 
$

 
$
402,145,562

 
 
 
 
 
 
 

Pooled separate account, measured at net asset value*
 
 
 
 
 
 
49,715,681

Total investments at fair value
 
 
 
 
 
 
$
451,861,243

*Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarch to the amounts presented in the Statement of Net Assets Available for Benefits.

The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2016 and 2015, respectively.
 
Fair Value 12/31/16
 
Fair Value 12/31/15
 
Unfunded Commitments
 
Redemption Frequency
(if currently eligible)
 
Redemption Notice Period
Pooled separate accounts
53,672,164

 
49,715,681

 
N/A
 
Daily
 
12 months


Risks and Uncertainties and Concentrations-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.  
4.
INVESTMENT PROGRAMS
As of December 31, 2016, contributions to the Plan were invested in one or more of various investment fund options, including money market funds, mutual funds and Employer 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.

9

    

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.
5.
PARTY-IN-INTEREST TRANSACTIONS
The Plan’s investments include the 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.
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.
GAAP requires 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, not 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, 2016, 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.
8.
DELINQUENT PARTICIPANT CONTRIBUTIONS

As reported on the supplemental Schedule of Delinquent Participant Contributions (Schedule H, Line 4a), withheld participant contributions and loan repayments from one payroll date in 2016 were not remitted to the trust within the time frame specified by the Department of Labor’s plan asset regulation (29 CFR 2510.3-102), thus constituting a nonexempt prohibited transaction between the Plan and the Employer for the period November 10, 2016 to November 18, 2016. The delinquent participant contributions and loan repayments were corrected using the Department of Labor’s Voluntary Fiduciary Correction Program (“VFCP”) in May 2017. As a consequence of the delinquent participant contributions and loan repayments, and in accordance with the VFCP, the Employer remitted $903.14 of lost earnings to the Plan, filed Form 5330, Return of Excise Taxes Related to Employee Benefit Plans, with the IRS, and paid the applicable excise tax of $135.00. The accompanying Schedule of Delinquent Participant Contributions discloses this transaction in accordance with the DOL’s Rules and Regulations for Reporting and Disclosure under ERISA.

 



10

    


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, 2016

 
 
Identity and Description of Issues
 
Current Value
Participant directed:
 
 
Mutual funds:
 
 
American Beacon Small Cap Value Fund
 
$
13,695,494

American Funds Europacific Growth Fund
 
17,108,744

Dodge & Cox Income Fund
 
32,973,676

Harbor Capital Appreciation Fund
 
39,320,810

Harbor International Fund
 
16,899,108

Invesco Growth and Income Fund
 
47,087,771

JP Morgan Mid Cap Value Fund
 
14,232,137

Loomis Sayles Small Cap Growth Fund
 
9,100,190

Principal Diversified Real Fund
 
5,030,780

Vanguard Inflation-Protected Security Investors Fund
 
14,499,698

Vanguard Institutional Index Fund
 
76,782,915

Vanguard Mid Cap Growth Fund
 
8,123,652

Vanguard Mid Cap Index Fund
 
14,549,274

Vanguard Small Cap Index Fund
 
12,494,896

Vanguard Target Retirement 2015 Fund
 
3,517,061

Vanguard Target Retirement 2020 Fund
 
7,772,602

Vanguard Target Retirement 2025 Fund
 
8,284,471

Vanguard Target Retirement 2030 Fund
 
8,424,531

Vanguard Target Retirement 2035 Fund
 
5,654,434

Vanguard Target Retirement 2040 Fund
 
3,691,582

Vanguard Target Retirement 2045 Fund
 
5,110,828

Vanguard Target Retirement 2050 Fund
 
3,285,997

Vanguard Target Retirement Income Fund
 
1,655,447

Vanguard Total Bond Market Index Fund
 
21,413,472

Vanguard Total International Stock Index Fund
 
22,802,149

Total mutual funds
 
$
413,511,719

Pooled separate account—at fair value— Wells Fargo Stable Return Fund G
 
$
53,672,164

* Employer common stock fund—at fair value
 
$
32,099,084

Self-directed:
 
 
Personal choice retirement account:
 
 
* Money market fund—at fair value— Charles Schwab Money Market Funds
 
$
1,372,335

Non-interest-bearing cash
 
$
1,994,972

(Continued)

11

    

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, 2016

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
AT&T Inc
 
$
10,776

Abattis Bioceuticals
 
221

Abbvie, Inc
 
1,252

Advansix Inc.
 
44

Advaxis Inc New.
 
2,148

AFLAC
 
2,087

Air Liquide ADR
 
1,112

Alamo Group Inc
 
4,427

Alamos Gold Inc New
 
10,082

Alcoa Corp
 
1,544

Alibaba Group Hldg A
 
6,586

Alimentatn Couche TA
 
2,322

Almaden Materials Ltd
 
13,057

Alphabet Inc CL A
 
170,377

Alphabet Inc CL C
 
20,839

Amazon Com Inc
 
528,658

American Elec Pwr Inc
 
6,296

American Express Co
 
2,667

Amern Eagle Outfitrs Inc
 
4,354

Amgen Incorporated
 
14,621

Amn Healthcare Services
 
2,499

Anavex Life Sciences
 
1,434

Apple Inc
 
227,971

Arch Cap Group Ltd New F
 
69,032

Archer Daniels Midland Co
 
2,201

Arconic Inc
 
3,078

Banco Latinoamericano
 
2,396

Banco Santander Bra
 
4,703

Bancolumbia S.A. ADR
 
110

Bank of America Corp
 
311,036

Bayer A G Sponsored ADR
 
1,043

BB&T Corporation
 
2,351

Berkshire Hathaway B New
 
334,435

Block H & R Inc
 
1,161

Boeing Co
 
2,080

BP PLC ADR
 
142,044

Bristol-Myers Squibb
 
1,169

Broadcom LTD
 
13,258

Calamp Corp
 
7,975

Canadian Natl Ry Co
 
2,022

Celcius Holdings Inc New
 
245

Centene Corp
 
2,260

Cheniere Energy Inc New
 
2,072

Chesapeake Energy Corporation
 
10,951

 
 
(Continued)


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, 2016

 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Chevron Corp
 
$
2,511

Chimerix Inc
 
2,760

China Mobile H K ADR
 
7,078

China Precision Stl New
 
5

Chipolte Mexican Grill
 
8,678

Cincinnati Financial CP
 
21,258

Cinedigm Corp
 
6

Cisco System Inc
 
18,594

Citigroup Inc
 
3,019

Citrix Systems Inc
 
71,448

Clearsign Combustion
 
8,160

Coca Cola Company
 
6,219

Cogint Inc
 
8,673

Comcast Corp A
 
24,776

Conagra Brands Inc
 
2,182

ConocoPhillips
 
66,856

Consol Energy Inc
 
2,844

Control4 Corp
 
4,508

Cooper Tire & Rubber Co
 
12,533

Corning Inc
 
20,012

Costco Whsl Corp New
 
2,844

Crane Company
 
1,465

Cray Inc
 
228

Cummins Engine Inc
 
2,764

CVS Health Corporation
 
1,184

D R Horton Inc
 
960

Darden Restaurants Inc
 
3,636

Delta Air Lines Inc New
 
2,460

Detour Gold Corp
 
10,085

DHT Holdings Inc New
 
687

Diageo PCL
 
5,197

Dunkin Brands Group Inc
 
5,765

Ecare Solutions Inc
 
19,162

El Capitan Precious Metal
 
5

Electronic Cigs Intl New
 
21

Energy Transfer Equity
 
1,931

Enterprise Prd Prtners LP
 
8,112

EOG Resources Inc
 
3,051

ETSY Inc
 
8,246

Exact Sciences Corp
 
1,336

Exxon Mobil Corporation
 
6,884

Facebook Inc Class A
 
154,167

FedEx Corporation
 
1,862

 
 
(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, 2016
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Fireeye Inc
 
$
11,900

First Majestic Silver Corp
 
9,255

Firstenergy Corp
 
961

FitBit Inc
 
9,581

Ford Motor Company New
 
45,341

Franco Nevada Corp
 
8,844

Freddie Mac Voting Shs
 
3,740

Functionx Inc New
 
10

GAP Inc.
 
13,172

General Electric Company
 
19,478

Generex Biotechnology Corp Del
 
60

Gerdau SA Spons ADR F
 
3,972

Gilead Science Inc
 
3,946

Glaxosmithkline PLC ADRF
 
6,255

Globalstar Inc
 
2,726

GNC Holdings Inc
 
1,987

Gold Fields Ltd New ADR
 
4,885

GoPro Inc
 
4,355

Groupon Inc Cl A
 
498

HCI Group Inc
 
1,230

Healthsouth Corp New
 
1,037

Hecla Mining Company
 
5,911

Helmerich & Payne Inc
 
2,152

Hemptech Corp
 
3,042

Home Depot Inc
 
67,040

Honda Mtr Co LTDADR REP
 
1,168

Honeywell International
 
5,793

Hormel Foods Corp
 
1,218

HP Inc
 
1,900

IBM Corp
 
20,008

Icahn Enterprises LP
 
4,945

Ineedmd Hldgs Inc
 
30

Infineon tech AG ADR
 
2,246

Integrated Device Tech
 
5,890

Intel Corp
 
717

IRobot
 
4,091

Izea Inc
 
2,706

JP Morgan Chase & Co
 
21,265

Jamba Inc New
 
7,210

JD.Com Inc
 
4,834

Johnson & Johnson
 
29,164

KB Home
 
949

 
 
(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, 2016
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Keycorp Inc New
 
$
1,309

Kinder Morgan Holdco LLC
 
3,693

Kraft Heinz Company
 
3,590

Kroger Co
 
12,620

Lamb Weston Holdings
 
303

Las Vegas Sands Corp
 
109,812

Lennar Corp Class A
 
1,073

Lighting Science Group New
 
120

Limelight Networks Inc
 
116

Louisiana Pacific Company
 
1,836

Lowes Companies
 
7,112

Maiden Holding Ltd
 
2,286

Mannkind Corp
 
7,621

Marijuana Company AM
 
713

Marlin Business Svcs
 
2,398

Marsh & McLennan Cos Inc
 
2,028

Mast Therapeutics Inc
 
868

Mastercard Inc
 
1,036

McDonalds Corp
 
2,609

McCormick & Co, Inc
 
938

Mediadata Solutions Inc
 
24,835

Medical Marijuana Inc
 
4,161

Medicines Company
 
16,970

Medtronic Plc
 
4,736

Microsoft Corp
 
66,212

Mobileye N V Amstelveen
 
19,822

Mol Global Inc ADR
 
15

Mosanto Co New Del
 
1,058

Montana Exploration
 
5

Morgan Stanley
 
1,709

Mosaic Co
 
5,866

Nestle S A
 
7,533

Netflix Inc
 
90,374

New Gold Inc
 
1,572

Next Generation Mgmt
 
9

Nike Inc
 
4,076

Nimble Storage
 
792

Noble Corp Plc
 
16,293

Nordic American Tanker Shipping
 
8,400

Nordic American Offshore
 
22

NRG Energy Inc New
 
80

Nvidia Corp
 
32,022

NW Biotherapeutics New
 
103

NXP Semiconductors NV
 
14,702

OAO Gazprom Spon ADR
 
11,121

 
 
(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, 2016

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Ocean Rig Underwater Inc
 
$
5

Omega Healthcare Invs Inc
 
11,410

Oracle Corporation
 
1,081

Pan American Silver CP F
 
8,515

Papa Johns International
 
3,081

Pareteum Corporation
 
6

PayPal Hldgs Inc
 
5,565

Penn West Pete Ltd New F
 
8,850

Pfizer Incorporated
 
1,179

Philip Morris Intl Inc
 
51,812

Phillips 66
 
6,481

Pilgrims Pride Corp
 
950

Platinum Grp Metals
 
4,290

Potash Corp of Saskatchewan Inc
 
36,180

Potlatch Corporation New
 
2,124

Premium Brands Holdings
 
9,495

Pretium Resources F
 
10,465

Priceline Group, Inc
 
36,652

Proctor & Gamble
 
3,014

Prospect Energy Corp
 
4,550

Pulte Homes
 
1,838

Qualcomm Inc
 
7,356

Ralph Lauren Corp CL A
 
13,548

Rayonier Inc
 
1,915

Realty Income Corporation
 
8,875

Redhat Inc
 
1,046

Revolution Lighting
 
48,125

Ruby Tuesday Inc Georgia
 
323

Safety Insurance Group
 
2,184

Sanderson Farms Inc
 
3,045

Schlumberger LTD
 
16,790

SeaWorld Entertainment
 
2,234

Silver Wheaton Corp
 
7,882

Sina Corporation
 
12,158

Sirius XM Holdings Inc
 
94

Skechers U S A Inc
 
17,206

Smith & Wesson Holding Corp
 
43,530

Southern Co
 
9,487

Southwest Airlines Co
 
36,134

Sprint Corporation
 
109

Starbucks Corp
 
4,719

Starwood PPTY Trust
 
10,514

Statoil Asa ADR
 
9,886

Stryker Corp
 
4,792

Suncoke Energy Partners LP
 
3,927

 
 
(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, 2016

 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
SunTrust Banks Inc
 
$
7,396

Superconductor Techs
 
1,956

Target Corporation
 
2,314

Taser International Inc
 
12,120

TCP Capital Corp
 
12,488

Terra Tech Corp
 
318

Tesaro Inc
 
34,965

Tesla Motors Inc
 
29,917

The Hershey Company
 
1,041

Titan International Inc
 
88,307

Toll Brothers Inc
 
2,170

Toyota Motor CP DR New
 
1,172

Transenterix Inc New
 
2,990

Transocean Inc NewF
 
4,702

Travelers Companies Inc
 
2,339

Treehouse Foods Inc
 
1,733

Trilliant Expl Corp
 
5

Trinseo S A
 
9,192

Twilio Inc
 
18,753

Twitter Inc
 
123,831

Tyson Foods Inc Class A
 
14,510

Under Armor Inc CL A
 
3,922

United Pacific Corp
 
1,251

Valeant Pharma Intl
 
56,889

Valero Energy Corp New
 
2,029

Verizon Communications
 
10,980

Visa Inc Cl A
 
41,364

Vuzix Corp New
 
1,720

Wabtec Corp
 
6,891

Wal-Mart Stores Inc
 
5,029

Walt Disney Co
 
3,150

Waste Management Inc Del
 
1,455

Wells Fargo & Co New
 
6,062

World PT Terms LP
 
4,138

Wynn Resorts
 
8,651

Yelp Inc Class A
 
3,813

Zurich Insurance GP ADRF
 
22,056

Zynga Inc
 
1,909

 
 
 
 
 
 
Total corporate common stocks
 
$
4,352,199

 
 
 
 
 
 
 
 
 
 
 
(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, 2016

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Mutual funds:
 
 
American Funds Washington Mutual F-1
 
$
12,086

American Century One Choice 2025 Inv
 
53,448

American Century One Choice 2025 Inv
 
53,754

AMG MGRS Doubleline Core Plus BD N
 
1,639

AMG Yacktman Fund Service Class.
 
8,761

AMG Yacktman Focused Fund Service Class
 
17,399

Apollo Investment Corp
 
1,203

AQR Emerging Multi Style R1
 
1,780

AQR International Multi Style R6
 
2,556

AQR Large Cap Multi Style R6
 
5,450

AQR Managed Futures Strategy Fund CL N
 
5,730

AQR Multi Strategy Alternatives Fund
 
6,462

Artisan Global Eqty Fd Inv
 
20,793

Artisan International Fund Inv
 
8,030

Artisan International Value Fund
 
4,251

ASA Bermuda Ltd
 
13,358

Blackrock Health Science Oppty Inv A
 
943

Brandes International Small Cap Equity Fund CL A
 
3,392

Brown Advisory Growth Equity Investor
 
16,062

Brown Advisory Small Cap
 
4,650

Capital World Growth & Income CL F
 
7,777

Causeway Intl Value Fund CL Inv
 
8,808

Central Fund CDA CF
 
8,784

Champlain Small Company Fund Adv CL
 
6,605

Clearbridge Large Cap Growth FD CL I
 
107,089

Clearbridge Large Cap Growth A
 
793

Columbia Dividend Income CL A
 
9,272

DFA Emerging Markets Core Equity Port Instl
 
3,256

DFA Global Real Estate SEC Port
 
2,925

DFA Intl Core Eqty Port Instl
 
1,272

DFA Intl Small Cap Value Port Instl
 
9,650

DFA Intl Vector Eqty Port Instl
 
3,334

DFA US Core Equity 2 Port Instl
 
7,330

DFA US Vector Eqty Port Instl
 
8,144

DNP Select Income Fund
 
54,635

Dodge & Cox Intl Stock Fund
 
3,586

Doubleline Total Return Bond Fund N
 
28,001

Easton Vance Atlanta Cap SMID Cap A
 
2,124

Fidelity Advisor Ser VII
 
10,505

Fidelity Real Estate Income
 
13,765

Fidelity Small Cap Discovery
 
5,269

First Eagle Overseas Fund A
 
7,517

FMI Large Cap Fund
 
20,492

Franklin Small Cap Growth Fund CL A
 
1,681

GAMCO Global Gold Natural
 
10,773

 
 
(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, 2016

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Mutual funds:
 
 
Glenmede Large Cap Growth Fund
 
$
1,246

Harbor Capital Appreciation Fund Investor CL
 
19,699

Harbor Capital Appreciation Fund Instl
 
5,131

Janus Flexible Bond Fund Class T
 
34,375

JHancock Disciplined Value Mid Cap A
 
29,608

JHancock3 Intl Growth CL I
 
51,609

Lazard Intl Strategic Fund
 
1,562

Loomis Sayles Bond Fund CL R
 
5,887

Lord Abbett Floating Rate I
 
21,963

Maingate MLP Fund CL A
 
4,433

Matthews Asia Dividend Fund
 
10,489

Matthews Japan Fund
 
16,916

Metropolitan West Total Return BD M
 
4,867

MFS Global Equity Fund CL A
 
2,600

MFS Growth Fund CL I
 
35,269

MFS International Value Fund CL A
 
3,133

MFS International New Discovery I
 
13,754

MFS Value Fund CL I
 
89,867

Oakmark International Fund I
 
39,565

Oberwies Intl Oppty Fund
 
4,556

Pacific Financial Core Eqty FD Inv CL
 
357,475

Pacific Financial Dynamic Alloc Inv
 
227,158

Pacific Financial Explorer FD Inv CL
 
113,061

Pacific Financial Explorer Flex Growth Income Inv
 
79,294

Pacific Financial Strat Cons Inv
 
16,175

Parnassus Core Equity FD Inv
 
1,558

Perkins Global Value Fund Class T
 
9,887

PIMCO All Asset All Authority Instl
 
3,611

PIMCO All Asset All Authority CL D
 
8,224

PIMCO Income D
 
21,925

Principal Midcap CL A
 
3,329

Principal Real Estate I
 
559

Prudential Jennison Health Sciences A
 
17,982

Ridgeworth Large Cap Value Equity I
 
11,149

* Ridgeworth SEIX Float RT High Inc I
 
7,261

* Schwab International Core Equity Fund
 
14,033

* Schwab S & P 500 Index Fund - Select S
 
39,580

                   Scout Unconstrained Bond FD CL I
 
4,566

Seafarer Overseas Growth & Income FD Inv
 
10,182

T Rowe Price Value Adv
 
9,212

T Rowe Price Blue Chip Growth Adv
 
8,876

Thompson Bond Fund
 
8,537

Vanguard Equity Income Fund
 
22,327

 
 
(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, 2016

Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Mutual Funds:
 
 
Thompson Bond Fund
 
$
8,537

Vanguard Equity Income Fund
 
22,327

Vanguard Global Equity Fund Investor
 
18,290

Vanguard Inflation Protected Sec Fund
 
11,733

Vanguard Wellesley Income Admiral SH
 
177,225

Vaughan Nelson Value Opportunity Y
 
27,216

Walthausen Small Cap Value Fund
 
4,839

Wells Fargo Advantage Discovery A
 
8,135

Welltower Inc
 
6,616

Wilshire Small Co Growth Invt CL
 
2,349

Total mutual funds
 
$
2,234,027

 
 
 
Preferred Stock:
 
 
Aspen Ins 7.25% PFD
 
$
2,543

Deutsch BK 8.05% PFD
 
2,021

Gabelli Equity Trust Inc
 
5,587

Gabelli Equity Trust Inc
 
4,403

Total preferred stock funds
 
$
14,554

 
 
 
Unit Trust:
 
 
Barclays Bank iPath S & P 500 Vix SH ETRS ETN
 
$
1,020

Energy Select Sector SPDR ETF
 
76,281

ETFS Physical Silver Tr
 
780

Financial Select Sector SPDR ETF
 
47,004

Global X ETF
 
26

Global X MLP ETF
 
106

Industrial Select Sector SPDR ETF
 
31,110

iShares Enhanced Commodities Select Strategy ETF
 
16,905

iShares Gold Trust Fund
 
42,691

iShares iBoxx $ High Yield Corporate Bond Fund
 
49,853

iShares JP Morgan Emerging Markets Bond Fund
 
65,360

iShares MSCI EAFE Minimum Volatility ETF
 
12,856

iShares MSCI Emerging Markets Minimum Volatility ETF
 
17,422

iShares MSCI Hong Kong Index Fund
 
27,194

iShares MSCI Taiwan Capped ETF
 
1,997

iShares Russell 2000 Index Fund
 
41,399

iShares Select Dividend Index Fund
 
44,285

iShares TIPS Bond
 
26,142

iShares US Areospace & Defense
 
49,182

iShares 20+ Year Treasury Bond Fund (JP Morgan)
 
13,462

Kraneshares
 
9,095

PowerShares Preferred ETF
 
304

 
 
(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, 2016

 
 
Identity and Description of Issues
 
Current Value 
Personal choice retirement account (continued):
 
 
Unit Trust:
 
 
PowerShares QQQ Trust, Series 1 ETF
 
$
63,458

PowerShares S & P 500 Low Volatility ETF
 
28,773

ProShares Ultra Fund
 
24,545

ProShares Ultra Dow 30 Fund
 
66,832

ProShares Ultra Financials ETF
 
120,146

ProShares Ultra NASDAQ Fund
 
5,627

ProShares Ultrapro ETF New
 
442,526

ProShares Ultra MSCI ETF
 
5,100

Real Estate Select Sctr SPDR ETF
 
4,305

* Schwab US Broad Market ETF
 
19,259

* Schwab US Mid-Cap ETF
 
46

SPDR Gold Shares
 
10,961

SPDR S&P Dividend ETF
 
19,071

SPDR S&P 400 Mid Cap Growth ETF
 
4,257

SPDR S&P 400 Mid Cap Value ETF
 
4,040

SPDR S&P 500 ETF
 
107,049

SPDR S&P 600 Small Cap Value ETF
 
1,904

United States Commodity Index
 
8,920

United States Natural Gas
 
5,492

United States Oil Fund
 
13,138

Vaneck Vectors Oil S
 
33,350

Vaneck Vectors Russia
 
5,454

Vanguard Dividend Appreciation ETF
 
34,753

Vanguard Energy ETF
 
62,808

Vanguard Financials ETF
 
83,090

Vanguard FTSE Developed Markets ETF
 
56,308

Vanguard FTSE Emerging Markets ETF
 
99,325

Vanguard Global Ex-US Real Estate ETF
 
27,710

Vanguard Industrials ETF
 
80,501

Vanguard REIT ETF
 
18,142

Vanguard Small Cap Value ETF
 
6,833

Vanguard Total Bond Market ETF
 
14,300

Vanguard Total Stock Market ETF
 
285,069

WisdomTree SmallCap Dividend
 
7,365

Total unit trust funds
 
$
2,344,931

 
 
 
Total personal choice retirement account
 
$
12,313,018

* Notes Receivables from participants - Various maturities, interest rates from 4.25% to 9.25%
 
$
10,829,432

TOTAL ASSETS HELD FOR INVESTMENT
 
$
522,425,417

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


21

    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, Line 4a- SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBTIONS
EIN #59-0864469 PLAN #002
DECEMBER 31, 2016


Participant Contributions Transferred Late to the Plan
 
Total that Constitute Nonexempt Prohibited Transactions






Total Fully Corrected
Under VFCP and PTE
2002-51*
Check Here
if Late
Participant
Loan
Repayments
are Included
Contributions Not Corrected
Contributions Corrected Outside Voluntary Fiduciary Correction Program (“VFCP”)
Contributions Corrected Under VFCP
$1,029,863
X
--
--
$1,029,863
--
*Although Employer corrected the delinquent contributions and loan repayments under VFCP, Employer did not seek relief under PTE 2002-51, and instead filed Form 5330, Return of Excise Taxes Related to Employee Benefit Plans, with the IRS, and paid the applicable excise tax of $135.00.

22

    

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 hereunto duly authorized.
 
 
 
 
 
BROWN & BROWN, INC.
 
EMPLOYEE SAVINGS PLAN AND TRUST
 
 
 
 
By:
BROWN & BROWN, INC.
 
 
 
Date: June 26, 2017
By:
/S/ JAMES LANNI
 
 
 
James Lanni
 
 
Director of Taxation
 


23

    

EXHIBIT INDEX
 
 
 
Exhibit
 
Document
 
 
 
23
Consent of Independent Registered Certified Public Accounting Firm


24
Exhibit


Exhibit 23
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-214720) pertaining to the Brown & Brown, Inc. Employee Savings Plan and Trust of our report dated June 26, 2017, 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, 2016.




/s/ Hancock Askew & Co., LLP

Norcross, Georgia
June 26, 2017