Form11-K

 
 
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, 2014    
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, 2014 and 2013
 
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2014
 
 
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, 2014
 
 
SIGNATURE
 
 
EXHIBIT INDEX
 






2
    

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees
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, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. 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, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, 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, 2014 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 25, 2015
 


3
    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2014 AND 2013
 
 
 
 
 
 
 
2014
 
2013
ASSETS
 
 
 
CASH
$
3,451

 
$
—

INVESTMENTS:
 
 
 
Participant directed—at fair value:
 
 
 
Registered investment companies (mutual funds)
340,717,332

 
307,368,187

Pooled separate account
53,595,461

 
51,529,552

Employer common stock
34,167,658

 
39,476,772

Personal choice retirement account
14,421,839

 
13,033,997

Total investments, at fair value
442,902,290

 
411,408,508

NOTES RECEIVABLES FROM PARTICIPANTS
9,619,162

 
9,280,622

RECEIVABLES:
 
 
 
Employer contributions
1,017,373

 
6,154,438

Participant contributions
3,294

 
13,923

Total receivables
1,020,667

 
6,168,361

TOTAL ASSETS REFLECTING INVESTMENTS AT FAIR VALUE
453,545,570

 
426,857,491

PAYABLE TO PARTICIPANTS FOR EXCESS CONTRIBUTIONS
—

 
(408,207
)
NET ASSETS AVAILABLE FOR BENEFITS, before adjustment
453,545,570

 
426,449,284

Adjustment from fair value to contract value for fully benefit-responsive investment contracts
(739,977
)
 
(408,967
)
NET ASSETS AVAILABLE FOR BENEFITS
$
452,805,593

 
$
426,040,317

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, 2014
 
 
 
 
ADDITIONS:
 
Investment income:
 
Dividend income
$
15,944,432

Interest income
1,150,179

Other income
675,604

Net appreciation in fair value of investments
7,547,295

Total investment income
25,317,510

Interest on note receivables from participants
352,001

Contributions:
 
Participants
29,110,655

Employer
15,623,511

Rollovers from other qualified plans
5,357,206

Total contributions
50,091,372

Total additions
75,760,883

DEDUCTIONS:
 
Benefits paid to participants
48,233,278

Administrative expenses
765,042

Total deductions
48,998,320

NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS
26,762,563

TRANSFERS IN
2,713

NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year
426,040,317

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

See notes to financial statements.
 


5
    

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
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. 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. Effective for Plan years beginning on or after January 1, 2014, the Plan has been amended to provide that the Employer will make 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. For plan years beginning before January 1, 2014, the Employer made matching contributions to the Plan of 100% of each participant’s contribution, not to exceed 2.5% of each participant’s eligible compensation on a pay-period basis.
The Plan permits the Board of Directors of the Employer to authorize discretionary profit-sharing contributions allocated to participants based on 1.5% of eligible compensation, up to a maximum of $255,000 of eligible compensation. No profit-sharing contributions were made in 2014.
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, 2014, forfeited employee amounts available to offset future Plan expenses totaled approximately $499,000. No forfeitures were used in 2014 to offset Plan expenses.
For Plan years ending on or before December 31, 2013, forfeited balances of terminated participants’ non-vested accounts are available to offset Plan expenses and to reduce future Employer contributions. As of December 31, 2013, forfeited amounts available to offset future Employer contributions totaled approximately $575,000. During 2014, approximately $850,000 of forfeited amounts was used to offset Employer contributions receivable, relating predominately to the employer profit sharing contributions authorized in 2013 and funded in 2014.
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 2014, revenue of approximately $174,000 was deposited into the Plan related to this revenue sharing arrangement. Additionally $5,000 was deposited in 2014 due to a prior year adjustment. At December 31, 2014 and 2013, approximately $80,000 and $45,000, respectively, was available to be reallocated or pay plan expenses. During 2014, Plan expenses of approximately $144,000 were paid by these funds and $0 was reallocated to participants. The remaining $80,000 available as of December 31, 2014 was allocated to all participant accounts on or around February 5, 2015
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, 2014, 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, 2014 and 2013. 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, Employer common stock, and the personal choice retirement account, which includes investments in mutual funds and common stock, are stated at fair value based on quoted market prices at year-end. The fair value of the pooled separate accounts is based upon the value of the underlying assets as determined by the Trustee’s valuation. The contract value of participation units owned in the pooled separate accounts is based on quoted redemption values, as determined by the Trustee, on the last business day of the Plan year. Participant loans are valued at cost, which approximates fair value.
The Plan invests in fully benefit-responsive investment contracts held in the Wells Fargo Stable Return Fund G as of December 31, 2014 and 2013. 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

7
    

participants would receive if they were to initiate permitted transactions under terms of the Plan. The Statements of Net Assets Available for Benefits presents the fair value of these investment contracts as well as their adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
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 includes the Plan's gains and losses on investments bought and sold as well as investments held during the year.
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, 2014 and 2013. 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.
 
 
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 accounts
 
 
 
 
 
 
 
        Stable Value Fund
—

 
53,595,461

 
—

 
53,595,461

Employer common stock
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


8
    


 
Investment Assets at Fair 
Value as of December 31, 2013 
 
 
 
 
Level 1 
 
 
Level 2 
 
 
Level 3 
 
 
Total 
 
Registered investment companies
(mutual funds):
 
 
 
 
 
 
 
Index funds
$
77,317,034

 
$
—

 
$
—

 
$
77,317,034

Value funds
55,715,216

 
—

 
—

 
55,715,216

Growth funds
53,637,527

 
—

 
—

 
53,637,527

Bond funds
53,250,520

 
—

 
—

 
53,250,520

Growth and Income funds
37,074,715

 
—

 
—

 
37,074,715

Asset Allocation/Retirement Strategy funds
30,373,175

 
—

 
—

 
30,373,175

Total - Registered investment companies(mutual funds):
307,368,187

 
—

 
—

 
307,368,187

Pooled separate accounts
 
 
 
 
 
 
 
        Stable Value Fund
—

 
51,529,552

 
—

 
51,529,552

Employer common stock
39,476,772

 
—

 
—

 
39,476,772

Personal choice accounts
 
 
 
 
 
 
 
Cash
44,843

 
—

 
—

 
44,843

Money market funds
1,916,055

 
—

 
—

 
1,916,055

Registered investment companies (mutual funds
2,228,576

 
—

 
—

 
2,228,576

Common stock
5,371,866

 
—

 
—

 
5,371,866

Preferred stock
4,543

 
—

 
—

 
4,543

Pooled separate accounts
—

 
3,468,114

 
—

 
3,468,114

Total –Personal choice accounts
9,565,883

 
3,468,114

 
—

 
13,033,997

Total investments at fair value   
$
356,410,842

 
$
54,997,666

 
$
—

 
$
411,408,508


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, 2014 and 2013, respectively, are summarized as follows:
 
 
2014 
 
 
2013 
 
 
 
 
 
Employer common stock
$
34,167,658

 
$
39,476,772

Harbor Capital Appreciation Fund
36,641,960

 
33,805,865

Invesco Growth and Income R5 Fund
37,516,472

 
33,676,544

Pimco Total Return Bond Administration Fund
28,547,805

 
29,305,120

Vanguard Institutional Index Fund
64,077,672

 
54,643,927

Wells Fargo Stable Return Fund G*
53,595,461

 
51,529,552


*
Wells Fargo Stable Return Fund G is shown at fair value. Contract Value was $52,855,484 and $51,120,585 at December 31, 2014 and 2013, respectively.

9
    


During the year ended December 31, 2014, the fair value of the Plan’s investments appreciated (depreciated) in the amounts shown:
 
 
Amount 
 
 
 
Mutual funds
$
5,225,733

Employer common stock
1,649,276

Pooled separate accounts
672,523

Personal choice retirement accounts
(237
)
Net appreciation in fair value of investments
$
7,547,295

4.
INVESTMENT PROGRAMS
As of December 31, 2014, 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, 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, 2014 and 2013, was 1.64% and 1.52%, respectively. The average yield for the Stable Return Fund for the years ended December 31, 2014 and 2013, was 1.40% and 1.36%, 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, 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.

10
    

7.
FEDERAL INCOME TAX STATUS
Effective July 1, 2009, the sponsor adopted the 401(k) non-standardized prototype plan sponsored by the Charles Schwab Company. Prior to January 1, 2011, the Plan was entitled to limited reliance on the opinion letter received by Schwab from the Internal Revenue Service with respect to compliance with the form requirements of the Internal Revenue Code of 1986, as amended (“IRC”). Effective January 1, 2011, the Plan was amended and restated as an individually-designed plan with a portion of the Plan designated as an employee stock ownership plan. An application for a determination letter from the Internal Revenue Service was submitted on August 9, 2012 and is pending. 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, 2014, 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. The Plan Administrator believes the Plan is not subject to income tax examinations for years prior to 2011.

 



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, 2014
 
 
Identity and Description of Issues
 
Current Value
Participant directed:
 
 
Mutual funds:
 
 
American Beacon Small Cap Value Fund
 
$
11,462,762

American Funds Europacific Growth Fund
 
19,003,501

Harbor Capital Appreciation Fund
 
36,641,960

Harbor International Fund
 
18,809,847

Invesco Growth and Income Fund
 
37,516,472

JP Morgan Mid Cap Value Fund
 
12,599,658

Loomis Sayles Small Cap Growth Fund
 
8,532,785

Morgan Stanley Mid Cap Growth Fund
 
8,956,782

PIMCO Real Return Bond Administration Fund
 
14,779,828

PIMCO Total Return Bond Administration Fund
 
28,547,805

Vanguard Institutional Index Fund
 
64,077,672

Vanguard Mid Cap Index Fund
 
11,377,253

Vanguard Small Cap Index Fund
 
9,427,780

Vanguard Target Retirement 2015 Fund
 
3,715,553

Vanguard Target Retirement 2020 Fund
 
6,917,582

Vanguard Target Retirement 2025 Fund
 
6,895,722

Vanguard Target Retirement 2030 Fund
 
6,154,097

Vanguard Target Retirement 2035 Fund
 
4,727,651

Vanguard Target Retirement 2040 Fund
 
2,375,284

Vanguard Target Retirement 2045 Fund
 
3,321,278

Vanguard Target Retirement 2050 Fund
 
2,245,752

Vanguard Target Retirement Income Fund
 
1,297,374

Vanguard Total Bond Market Index Fund
 
12,834,906

Vanguard Total International Stock Index Fund
 
8,498,028

Total mutual funds
 
$
340,717,332

Pooled separate account—at fair value— Wells Fargo Stable Return Fund G
 
$
53,595,461

* Employer common stock—at fair value
 
$
34,167,658

Self-directed:
 
 
Personal choice retirement account:
 
 
* Money market fund—at fair value— Charles Schwab Money Market Funds
 
$
2,015,293

Non-interest-bearing cash
 
$
58,346

(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, 2014
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
AT&T Inc
 
$
27,248

Abattis Bioceuticals
 
4,425

Abbott Laboratories
 
2,505

AFLAC
 
1,743

Alamo Group Inc
 
19,544

Ablemarle Corp
 
421

Alibaba Group Hldg A
 
216,715

Alliant Energy Corp
 
14,945

Allianz SE ADR
 
1,160

Alpha Natural Resources
 
2,505

Amazon Com Inc
 
14,586

Ambarella Inc
 
7,608

Ambev SA ADR
 
3,110

American Diversified Holdings Inc
 
1,972

American Axel & Manufacturing Hldg
 
1,355

American Capital Agency
 
3,476

American Express Co
 
27,912

American International Group
 
28,005

Apple Inc
 
310,641

Arch Cap Group Ltd New F
 
47,280

Archer Daniels Midland Co
 
2,375

Axxess Phara Inc.
 
62

B C E Inc New
 
13,758

Baidu Com Inc ADR.
 
11,399

Baker Hughes Inc
 
5

Banco Latinoamericano
 
2,184

Banco Santander Cent ADRF
 
950

Bancolumbia S.A. ADR
 
144

Bank of America Corp
 
254,226

Bank of New York Co New
 
2,693

BASF SE ADR
 
1,668

Bayerische Motoren Werke A G
 
1,069

BBX Capital Corp
 
263

Berkshire Hathaway B New
 
206,456

Bioadpatives Inc
 
1

Blackrock Inc
 
103,692

Block H & R Inc
 
1,010

Blue Nile Inc
 
7,202

Boeing Co
 
7,506

BP PLC ADR
 
162,010

Brinker International Inc
 
22,947

 
 
 (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, 2014
 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Buffalo Wild Wings Inc
 
$
18,038

Calamp Corp
 
10,065

California Res Corp
 
849

Canadian Natl Ry Co
 
70,977

Cara Therapeutics Inc
 
997

Cardinal Health Inc
 
24,219

Caterpillar Inc
 
2,195

Cheniere Energy Inc New
 
3,520

Chevron Corp
 
37,527

China Precision Stl New
 
53

Chinacache Intl Hldg ADRF
 
4,595

Chipotle Mexican Grill
 
34,226

Cincinnati Financial CP
 
13,673

Cinedigm Corp CL A
 
65

Cisco System Inc
 
15,249

Citigroup Inc
 
41,283

Citrix Systems Inc
 
63,800

Clearsign Combustion
 
15,393

Coca Cola Company
 
6,333

Comcast Corp A
 
53,253

Conagra Foods Inc
 
17,996

ConocoPhillips
 
24,856

Continental Resources
 
1,343

Cooper Tire & Rubber Co
 
10,926

Corning Inc
 
18,001

Costco Whsl Corp New
 
16,638

Cracker Barrel Old Ctry
 
5,630

Cray Inc
 
379

CSX Corp
 
36,230

Cyberark Software Ltd F
 
15,860

Delta Air Lines Inc New
 
5,411

Deutche Bank New
 
1,651

DHT Holdings Inc New
 
1,213

Diageo PCL
 
5,705

Disney Walt Hldg Co
 
6,782

Dow Chemical Company
 
1,157

Dryships Inc
 
530

Du Pont E I De Nemours & Co
 
1,500

Dunkin Brands Group Inc
 
4,474

E M C Corp Mass
 
28,253

E O G Resources Inc
 
27,621

Eaton Corp PLC
 
33,980

 
 
(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, 2014
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
El Capitan Precious Metal
 
$
10

El Pollo Loco Hldgs
 
12,481

Elephant Talk Communications Corp New
 
42

Endexx Corporation
 
370

Energous Corp
 
5,480

Energy Focus Inc New
 
4,126

Envision Healthcare
 
69,380

Eworld Companies Inc New
 
36

Express Scripts Holding Company
 
33,868

Extreme Networks Inc
 
6,531

Exxon Mobil Corporation
 
170

Facebook Inc Class A
 
166,729

Fiat Chrysler Automobiles New
 
266

Figo Ventures Inc
 
8

Fireeye Inc
 
37,107

Ford Motor Company New
 
52,884

Freddie Mac Voting Shs
 
2,060

Freeport-McMoran Copper & Gold
 
11,516

Fresh Market Inc
 
8,240

Gale Force Pete
 
6

General Electric Company
 
39,739

Generex Biotechnology Corp Del
 
165

Gilead Science Inc
 
3,770

Glaxosmithkline PLC ADRF
 
1,069

Glemark Capital Cor
 
532

Globalstar Inc
 
4,744

Gogo Inc
 
5,786

Goldman Sachs Group Inc
 
1,378

Google Inc
 
11,054

Google Inc Class A
 
40,861

GoPro Inc
 
59,111

Grainger W W Inc
 
25,489

Greenbrier Co
 
1,075

Groupon Inc Cl A
 
1,239

GT Advanced Techs Inc
 
166

GW Pharmaceutic PLC
 
10,152

Hain Celestial Group
 
29,145

Halliburton Co Holding Co
 
257,612

Hangover Joes Holding Co
 
1,807

Harley Davidson Co
 
6,591

Harman Intl Industries Inc New
 
10,671

Hartford Financial Services Group Inc
 
417

Health Care Real Estate Invt Trust
 
6,779

Helmerich & Payne Inc
 
1,379

Herbalife Ltd
 
1,885

 
 
(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, 2014
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Hertz Global Hldgs Inc
 
$
2,494

Highbank Resources
 
271

Home Depot Inc
 
89,225

Homeinns Hotel Group ADR F
 
6,004

Honda Motor Co Ltd ADR
 
1,033

Honeywell International
 
4,996

Hormel Foods Corp
 
8,890

Imageware Systems Inc
 
12,000

Infineon Tech AG ADR
 
1,331

Infinite Group Inc New
 
80

Intel Corp
 
22,942

JP Morgan Chase & Co
 
22,122

JA Energy
 
25

Jack in the Box Inc
 
7,996

JD.Com Inc
 
18,512

Johnson & Johnson
 
27,201

Joint Corp
 
638

K L A Tencor Corp
 
1,055

Kandi Technologies Corp
 
1,401

Kinder Morgan Holdco LLC
 
82,170

Kirin International Holdings
 
50

Kraft Foods Group Inc
 
1,253

Kroger Co
 
5,615

Landec Corp
 
6,905

Las Vegas Sands Corp
 
363,450

Leapfrog Enterprises Inc
 
4,720

Lendingclub Corp
 
2,530

Lighting Science Group New
 
276

Limelight Networks Inc
 
404

Lorillard Inc
 
1,038

Lowes Companies
 
16,856

Maiden Holding Ltd
 
806

Main Str Cap Corp
 
29,359

Mannkind Corp
 
50,325

Marathon Oil Corp
 
1,132

Mastercard Inc
 
25,848

McDonalds Corp
 
12,533

MCIG Inc
 
129

McKesson Corporation
 
72,653

Medical Marijuana Inc
 
1,139

Medicines Company
 
13,835

Medley Capital Corp
 
3,959

Medtronic Inc
 
1,904

Melco Public Entertainment Ltd ADR
 
2,540

 
 
(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, 2014
Identity and Description of Issues
 
Current Value
Merck & Co Inc New
 
$
13,914

Microchip Technology
 
29,322

Micron Technology Inc
 
3,501

Microsoft Corp
 
92,183

Mobileye N V Amstelveen
 
101,400

Mol Global Inc ADR
 
305

Molycorp Inc
 
528

Monster Beverage Corp
 
10,835

Mosaic Co
 
18,285

National Grid Plc ADR
 
2,544

Netflix Inc
 
17,422

New York Cmnty Bancorp
 
13,187

Next Generation Mgmt
 
23

Nextera Energy Inc
 
31,887

Nike Inc
 
19,230

Noble Corp Plc
 
18,543

Noble Energy Inc
 
1,662

Nordic American Tanker Shipping
 
10,070

Nordic American Offshore Ltd
 
98

Northeastern Utilities
 
14,718

Novartis AG
 
13,899

NRG Energy Inc New
 
167

NXP Semiconductors NV
 
45,840

Oasis Petroleum Inc
 
4,962

Occidental Pete Corp
 
23,135

Ocean Rig Underwater Inc F
 
28

On Deck Cap Inc
 
2,243

Oracle Corporation
 
29,231

Orbit Intl Corp
 
79

Orbit Worldwide Inc
 
14,172

Paragon Offshore PLC
 
922

PEI Worldwide Holdings
 
20

Penn West Pete Ltd New F
 
10,400

Pennantpark Investment Grp
 
4,886

PepsiCo Inc
 
14,184

Perk International
 
3,370

Petron Energy II Inc New
 
54

Pfizer Incorporated
 
36,446

Philip Morris Intl Inc
 
42,122

Phillips 66
 
6,460

Pioneer Natural Res Co
 
1,191

PNC Financial Services Gp Inc
 
29,650

PositiveID Corp New
 
239

Potash Corp of Saskatchewan Inc
 
10,596

Premium Brands Holdings
 
3,151

Procter & Gamble
 
15,941

Prospect Energy Corp
 
18,407

 
 
(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, 2014
 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Qualcomm Inc
 
$
33,851

R P C Inc
 
11,084

Rare Element Resources
 
190

Realty Income Corporation
 
6,761

Renren Inc ADR F
 
628

Restaurant Brands Intl
 
4,685

Revolution Lighting Technologies Inc
 
24,300

Rock-Tenn Co Cl A
 
6,098

Rockwell Automation Inc
 
30,580

Royal Bank of Canada MontrealQue
 
12,087

Schlumberger LTD
 
42,705

SeaWorld Entertainment
 
5,692

Siemens A G ADR
 
1,120

Sina Corporation
 
7,482

Smith & Wesson Holding Corp
 
616

Sodastream International
 
2.012

Sony Corp ADR
 
1,433

Southern Co
 
8,625

Southwest Airlines Co
 
131,192

Spongetech Delivery Sys
 
2

Sprint Corporation
 
8,354

Starbucks Corp
 
16,410

Statoil Asa ADR
 
1,215

Stryker Corp
 
34,430

SunTrust Banks Inc
 
4,357

Target Corporation
 
2,951

Taser International Inc
 
18,536

TCP Capital Corp
 
12,300

Telestone Technologies
 
5

Telupay International Inc
 
11

Terra Nitrogen Co LP
 
7,310

Terra Energy Res Ltd
 
380

Tesla Motors Inc
 
36,698

Textmunication Holdings
 
15

Theralase Technologies
 
108,843

Tital Medical Inc
 
576

Titan International Inc
 
77,944

Tonix Pharma Hldgs New
 
1,168

Toronto Dominion Bank
 
13,140

Travelers Companies Inc
 
3,804

TravelZoo Inc New
 
5,048

Trilliant Expl Corp
 
2

Twitter Inc
 
153,990

Tyson Foods Inc Class A
 
9,872

 
 
(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, 2014
 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Corporate common stocks—at fair value:
 
 
Under Armor Inc CL A
 
$
169,750

Uni Pixel Inc New
 
5,121

Unilever PLC ADR New
 
8,096

United Parcel Service B
 
55,585

United States Steel Corp
 
2,677

United Technologies Corp
 
28,750

Unitek Global Svcs New
 
204

V F Corporation
 
7,490

Valero Energy Corp New
 
440

Vape Holdings Inc
 
178

Vapor Group Inc
 
96

Venaxis Inc
 
1,901

Verizon Communications
 
119,889

Vipshop Holdings Ltd ADR
 
9,770

Virnetx Holding Corp
 
1,098

Visa Inc Cl A
 
58,995

Vivus
 
432

VMWare Inc Cl A
 
24,756

Wal-Mart Stores Inc
 
1,750

Walter Industries Inc
 
690

Waste Management Inc Del
 
2,651

Wells Fargo & Co New
 
7,387

Western Lithium USA
 
253

Whole Foods Market Inc
 
2,723

Windstream Holdings Inc
 
165

Wynn Resorts
 
14,876

XL Group PLC
 
3,437

Xoma Corp
 
3,590

Yahoo Inc
 
25,255

Yelp Inc Class A
 
1,861

Youku.com Inc ADR F
 
7,112

Zoned Properties Inc New
 
12

Zynga Inc
 
9,975

1st NRG Corp New
 
400

 
 
 
 
 
 
Total corporate common stocks
 
$
6,242,092

 
 
(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, 2014
 
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Mutual funds:
 
 
Advisorone Cls Domestic Eqty New
 
$
478

Advisorone Cls Glbl Aggr Eqty New
 
1,034

Advisorone Cls Glbl Divers Eqty New
 
1,559

Advisorone Cls Glbl Gwth Eqty New
 
600

Advisorone Cls Intl Eqty New
 
317

American Funds Washington Mutual F-1
 
15,853

American Century One Choice 2025 Inv
 
51,395

AMG Yacktman Fund Service Class.
 
8,349

AMG Yacktman Focused Fund Service Class
 
16,471

Apollo Investment Corp
 
1,195

Artisan Global Eqty Fd Inv
 
11,274

Artisan International Fund Inv
 
10,960

Blackrock Strat Inc Oppty Port Inv A
 
80,684

Brown Advisory Growth Equity Investor
 
15,498

Delafield Fund
 
36,131

DFA Intl Small Cap Value Port Instl
 
8,592

DNP Select Income Fund
 
21,212

Doubleline Total Return Bond Fund N
 
26,918

Eaton Vance Floating Rate Fund A
 
56,687

Federated Short-Term Income Fund Instl
 
19,032

Fidelity Low Priced Stock
 
35,571

Fidelity New Millenium Fund
 
20,445

Fidelity Small Cap Discovery
 
4,668

GAMCO Global Gold Natural
 
11,561

Goldman Sachs N-11 Equity Fund Class A
 
10,904

Goldman Sachs Strategic
 
30,281

Hennessy Gas Utility Index Fd Inv CL
 
3,755

Janus Global Life Sciences T
 
42,303

JHancock Disciplined Value Mid Cap A
 
17,317

Matthews Asia Dividend Fund
 
9,698

Matthews Japan Fund
 
13,944

Meridian Growth Fund Legacy
 
31,657

Nicholas Fund, Class I
 
3,390

Oakmark Equity Income Fund I
 
121,490

Oakmark International Fund I
 
38,705

Pacific Financial Core Eqty FD Inv CL
 
152,873

Pacific Financial Explorer FD Inv CL
 
91,447

Pacific Financial Strat Cons Inv C
 
58,802



 
(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, 2014
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Mutual funds:
 
 
Parnassus Equity Income Fund Inv
 
$
42,833

Perkins Global Value Fund Class T
 
9,790

Permanent Portfolio
 
2,458

PIMCO Real Estate Real
 
49,984

Principal Real Estate I
 
653

Prudential Jennison Health Sciences A
 
24,548

Ridgeworth Large Cap Value Equity I
 
19,588

Rydex Biotechnology FD Inv Class
 
51,431

* Schwab AMT Taxfree Money Fund
 
487,000

* Schwab Core Equity Fund
 
58,312

* Schwab Dividend Equity Fund
 
73,763

* Schwab Health Care Fund
 
42,169

* Schwab Hedged Equity Fund
 
38,869

* Schwab International Core Equity Fund
 
62,504

* Schwab Large-Cap Growth
 
39,341

* Schwab S & P 500 Index Fund – Select S
 
61,372

* Schwab Short Term Bond Market Index Fund
 
29,523

* Schwab Small Cap Index Select
 
37,373

* Schwab 1000 Index Fund
 
21,072

T Rowe Price Personal Strat Balanced
 
159

Thornburg Ltd Term Income A
 
61,360

Vanguard Equity Income Fund
 
19,316

Vanguard Global Equity Fund Investor
 
17,204

Vanguard Inflation Protected Sec Fund
 
11,434

Voya Corporate Leaders Trust Fund
 
2,993

Wells Fargo Advantage Discovery Fund
 
15,392

Total mutual funds
 
$
2,363,491

Personal choice retirement account (continued):
 
 
Preferred Stock:
 
 
Gabelli Equity Trust Inc.
 
$
4,961

Magnum Hunter Res 8% Pfd.
 
1,018

Total preferred stock funds
 
$
5,979

 
 
(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, 2014
Identity and Description of Issues
 
Current Value
Personal choice retirement account (continued):
 
 
Unit Trust:
 
 
Barclays Bank PLC iPath ETN
 
$
71,276

Claymore Exchange Traded Fund
 
224

Direxion Large Cap Bull 3X Shares (ETF)
 
4,386

EGA Emerging Global
 
9,984

EGShares Beyond BRIC’sETF
 
12,930

ETFS Physical Silver Tr
 
772

iShares Floating Rate Note Fund
 
81,420

iShares Emerging Markets Dividend Index Fund
 
73,269

iShares Aaa A Rated Corporate Bond Fund
 
14,809

iShares Enhanced US Large-Cap ETF
 
113,730

iShares MSCI USA Momentum Factor ETF
 
27,224

iShares Enhanced US Small-Cap ETF
 
175,747

iShares Enhanced Short Maturity Bonds ETF
 
190,626

iShares Global ex USD High Yield Corporate Bond ETF
 
75,704

iShares High Dividend Equity Fund
 
137,160

iShares MSCI EAFE Minimum Volatility ETF
 
133,334

iShares MSCI USA Minimum Volatility ETF
 
174,955

iShares MSCI Emerging Markets Minimum Volatility ETF
 
76,734

iShares MSCI Germany Index Fund
 
27,903

iShares MSCI Hong Kong Index Fund
 
26,969

iShares Russell 2000 Index Fund
 
37,441

iShares Russell Midcap Growth Index Fund
 
14,730

iShares S&P US Preferred Stock Index Fund
 
136,778

iShares Silver Trust
 
1,130

iShares Gold Trust
 
28,314

iShares Dow Jones Select Dividend Index Fund
 
115,686

iShares Core US Aggregate Bond ETF
 
137,865

iShares Barclays Aggregate Bond Fund
 
137,799

iShares Barclays 7-10 Year Treasury
 
22,682

iShares Barclays Intermediate Credit Bond ETF
 
245,446

iShares Dow Jones EPAC Select Dividend Index Fund
 
150,123

iShares Russell 1000 Growth Index Fund
 
169,899

iShares JP Morgan Emerging Markets Bond Fund
 
131,871

iShares iBoxx $ High Yield Corporate Bond Fund
 
131,981

PowerShares QQQ Trust, Series 1 ETF
 
173,667

PowerShares Exchange-Traded Fund Trust II
 
30,292

PowerShares DB Commodity Index Tracking Fund
 
34,354

ProShares Ultra Bloomberg Crude Oil Index Fund
 
342

* Schwab US Broad Market ETF
 
16,129

 
 
(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:
 
 
SPDR Materials Select Sector Index Fund
 
$
26,719

SPDR Gold Shares
 
56,790

SPDR Dow Jones Global Select Real Estate Securities Index Fund
 
13,555

SPDR S&P Dividend ETF
 
16,075

Spdr Trust Unit Ser 1 Exp 1/22/2118
 
92,082

United States 12 Month Natural Gas ETF
 
28

Vanguard Total International Bond ETF
 
14,446

Vanguard Dividend Appreciation ETF
 
68,418

Vanguard Small Cap Value ETF
 
5,743

Vanguard Global ex-US Real Estate ETF
 
40,515

Vanguard MSCI Emerging Markets ETF
 
17,369

Vanguard S&P 500 Growth ETF
 
20,002

Vanguard S&P Small-Cap 600 Growth ETF
 
10,486

Vanguard Specialized Fds
 
46,413

Vanguard Tax-Managed MSCI EAFE ETF
 
35,077

Vanguard Total Stock Market ETF
 
79,500

WisdomTree Asia Local Debt ETF
 
13,608

WisdomTree India Earnings ETF
 
28,180

WisdomTree SmallCap Dividend
 
5,963

Total unit trust funds
 
$
3,736,654

Market Value Adjustment
 
(16
)
Total personal choice retirement account
 
$
14,421,839

* Notes Receivables from participants - Various maturities, interest rates from 4.25% to 9.25%.................................
 
$
9,619,162

TOTAL ASSETS HELD FOR INVESTMENT
 
$
452,521,452

*
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 25, 2015
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