UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
DC 20549
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FORM
11-K
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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x Annual
Report Pursuant to Section 15(d) of The Securities Exchange Act of
1934
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For
the Fiscal Year Ended December 31, 2004
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OR
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o Transition
Report Pursuant to Section 15(d) of The Securities Exchange Act of
1934
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For
The Transition Period From _________ To ________.
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Commission
file number 0-7201.
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A.
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Full
title of the plan and the address of the plan, if different
from that
of the issuer named below:
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BROWN
& BROWN, INC.
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EMPLOYEES'
SAVINGS PLAN AND TRUST
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B.
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Name
of issuer of the securities held pursuant to the plan and the address
of
its
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principal
executive office:
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BROWN
& BROWN, INC.
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220
SOUTH RIDGEWOOD AVENUE
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DAYTONA
BEACH, FLORIDA 32114
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BROWN
& BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
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FINANCIAL
STATEMENTS AND SUPPLEMENTAL SCHEDULE
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TABLE
OF CONTENTS
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Page
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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2
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FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2004 AND 2003 AND FOR THE YEAR ENDED
DECEMBER 31, 2004:
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Statement
of Net Assets Available for Benefits
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3
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Statement
of Changes in Net Assets Available for Benefits
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4
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Notes
to Financial Statements
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5-8
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SUPPLEMENTAL
SCHEDULE AS OF DECEMBER 31, 2004:
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Schedule
of Assets (Held at End of Year)
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9-10
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SIGNATURE
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11
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EXHIBIT
INDEX
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12
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Trustees and Participants of
Brown
& Brown, Inc. Employees’ Savings Plan and Trust
Daytona
Beach, Florida
We
have
audited the accompanying statements of net assets available for benefits of
Brown & Brown, Inc. Employees’ Savings Plan and Trust (the “Plan”) as of
December 31, 2004 and 2003, and the related statement of changes in
net
assets available for benefits for the year ended December 31, 2004.
These
financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, such financial statements present fairly, in all material respects,
the
net assets available for benefits of the Plan as of December 31, 2004
and
2003 and the changes in net assets available for benefits for the year ended
December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) as of December 31, 2004 is presented
for
the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
is the responsibility of the Plan’s management. Such schedule has been subjected
to the auditing procedures applied in our audit of the basic 2004 financial
statements and, in our opinion, is fairly stated in all material respects when
considered in relation to the basic financial statements taken as a
whole.
/s/
Deloitte & Touche LLP
Certified
Public Accountants
Jacksonville,
Florida
June
27,
2005
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND
TRUST
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STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
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DECEMBER
31, 2004 AND 2003
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ASSETS
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2004
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2003
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CASH
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$
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632,666
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$
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529,765
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INVESTMENTS:
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Participant directed, at fair value:
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Money
market fund
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4,758,649
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Common/collective
trust funds
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57,534,775
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Employer
common
stock
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53,302,977
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Participant directed, at contract value:
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Pooled
separate account
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12,325,146
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Self-directed investments, at fair value:
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Personal
choice
retirement account
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643,961
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251,349
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Participant loans
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2,697,104
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2,579,849
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Total
investments
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167,479,818
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130,752,745
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RECEIVABLES:
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Employer contributions
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2,050,638
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Total
receivables
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2,050,638
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NET
ASSETS AVAILABLE FOR BENEFITS
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$
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170,582,611
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$
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133,333,148
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See
notes to financial statements.
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BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND
TRUST
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STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR
THE YEAR ENDED DECEMBER 31, 2004
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ADDITIONS:
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Investment income:
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Interest
and
dividends
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$
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854,699
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Dividends
on
employer common stock
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414,300
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Net
realized and unrealized appreciation in fair value of
investments
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22,656,881
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Contributions:
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Participant
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15,551,916
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Employer
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6,545,861
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Transfers
to
the Plan
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3,148,480
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Total
additions
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49,172,137
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DEDUCTIONS:
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Benefits paid to participants
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11,904,916
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Administrative expenses
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17,758
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Total
deductions
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11,922,674
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NET
INCREASE IN ASSETS AVAILABLE FOR BENEFITS
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37,249,463
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NET
ASSETS AVAILABLE FOR BENEFITS—Beginning of year
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133,333,148
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NET
ASSETS AVAILABLE FOR BENEFITS—End of year
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$
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170,582,611
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See
notes to financial statements.
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BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
1.
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DESCRIPTION
OF THE PLAN
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The
following brief description of the Brown & Brown, Inc. Employees’ Savings
Plan and Trust (the “Plan”) is provided for general information purposes only.
Participants should refer to the Plan document for a more complete description
of the Plan’s provisions.
General—The
Plan, established effective January 1, 1985 and as amended and restated
effective January 1, 1997, is a defined contribution plan. Substantially
all employees who are at least 18 years of age and who work at least 20 hours
per week are eligible to participate in the Plan effective the first day of
the
month following 30 continuous days of service. The Plan is intended
to
assist Brown & Brown, Inc. and its subsidiaries (the “Employer”) in its
efforts to attract and retain competent employees by enabling eligible employees
to share in the profits of the Employer and to supplement retirement income.
The
Plan is subject to the provisions of the Employee Retirement Income Security
Act
of 1974 (“ERISA”).
Benefit
Payments—Benefits
under the Plan are payable upon normal (after age 65) or early (after age 59
½)
retirement, death, disability, severe financial hardship or termination of
service and are based on the vested balance in the participant’s account.
Distributions of vested account balances will be made in the form of a single
lump-sum payment or in some other optional form of payment, as defined in the
Plan. If the participant’s vested account is $5,000 or less, the participant
will be prompted to distribute his or her funds to another qualified plan in
a
timely fashion or be subject to an immediate lump-sum distribution.
Administration—The
Plan
is administered by a designated Plan Administrator (the “Administrator”), which
has been appointed by the Board of Directors (the “Board”) of the Employer.
Information about the Plan agreement, such as provisions for allocations to
participants’ accounts, vesting, benefits and withdrawals, is contained in the
Summary Plan Description. Copies of this document are available on the employee
benefits website or from the Administrator. Diversified Investment Advisors,
Inc. (“Diversified”) has been appointed as the recordkeeper of the Plan and
Investors Bank & Trust Company of Boston, Massachusetts (the “Trustee”), has
been appointed as the trustee of the Plan.
Administrative
Expenses—All
investment-related expenses are charged against Plan earnings or are paid by
the
Plan. All other expenses are paid by the Employer.
Contributions—Participants
may elect to contribute, subject to certain limitation, any percentage of annual
compensation as contributions to the Plan, up to a maximum contribution of
$13,000 with a $3,000 ‘catch up’ option for those employees age 50 and older for
the year ended December 31, 2004. In 2003, participants could elect
to
contribute between 1% and 15% of annual compensation, up to a maximum of
$12,000. The Employer makes matching contributions to the Plan of 100% of each
participant’s contribution, not to exceed 2.5% of each participant’s
contribution on a pay period basis. The Plan permits the Board of the Employer
to authorize optional profit-sharing contributions allocated to participants
based on salary. The Board authorized an optional profit-sharing contribution
of
1.5% of salary, up to a maximum salary of $205,000 for all participants for
the
year ended December 31, 2004.
Vesting—Participants
employed prior to October 1, 1996 are 100% vested in their entire account
balance. Participants employed on or after October 1, 1996 are immediately
vested in their voluntary contributions plus actual earnings thereon. Vesting
in
the Employer matching contributions and optional contributions are based on
years of credited service and are subject to the following vesting
schedule:
Years
of Credited Service
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Less
than 1
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0%
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1
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20%
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2
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40%
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3
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60%
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4
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80%
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5
or more
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100%
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Forfeited
balances of terminated participants’ nonvested accounts are used to offset Plan
expenses and to reduce future Employer matching contributions.
Investment
Income and Expenses—Each
participant’s account shall be allocated the investment income and expenses of
each fund based on the value of each participant’s account invested in each
fund, in proportion to the total value of all accounts in each fund, taking
into
account any contributions to or distributions from the participant’s account in
each fund. General expenses of the Plan not attributable to any particular
fund
shall be allocated among participants’ accounts in proportion to the value of
each account, taking into consideration the participant’s contributions and
distributions.
Participant
Loans—A
participant may, with prior approval, borrow from his or her own account a
minimum of $1,000, up to a maximum equal to the lesser of $50,000 or 50% of
the
participant’s vested account balance. Participants may not have more than two
loans outstanding at any time. Loans, which are repayable each pay period -for
-periods generally up to five years, are collateralized by a security interest
in the borrower’s vested account balance. The loans bear interest at the rate of
prime plus 1%, determined at the time the loan is approved. As of
December 31, 2004, interest rates ranged from 5% to 10.5%.
Plan
Termination—Although
it has not expressed any intent to do so, the Employer may terminate the Plan
at
any time, either wholly or partially, by notice in writing to the participants
and the Trustee. Upon termination, the rights of participants in their accounts
will become 100% vested. The Employer may temporarily discontinue contributions
to the Plan, either wholly or partially, without terminating the
Plan.
2.
|
USE
OF ESTIMATES AND SIGNIFICANT ACCOUNTING
POLICIES
|
Use
of Estimates—The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein. Actual results could differ from
those estimates.
Basis
of Accounting—The
accompanying financial statements of the Plan are presented on the accrual
basis
of accounting in accordance with accounting principles generally accepted in
the
United States of America.
Valuation
of Investments—The
Plan’s investments in money market funds, common/collective trust funds,
Employer common stock and the personal choice retirement account, which includes
investments in mutual funds and common stock, are stated at fair value based
on
quoted market prices at year-end. Participant loans are valued at cost, which
approximates fair value.
Diversified
manages a guaranteed pooled separate account of Transamerica Financial Life
Insurance Company called the Stable Five Fund. The guaranteed investment
contract is stated at contract value and approximates fair value. Contract
value
represents contributions made under the contract, plus interest, less expenses
and benefits. 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 Pooled
Account No. 24 and the balance of the Stable Five Fund. The crediting
interest rate for this Diversified account for the year ended December 31,
2004 was 4.8%. The average yield for this Diversified account for the year
ended
December 31, 2004, was 4.8%.
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.
The
fair
value of individual investments that represent 5% or more of the Plan’s net
assets available for benefits as of December 31, 2004 and 2003, are
summarized as follows:
Fair
value—as determined by quoted market value:
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2004
|
|
2003
|
|
|
|
|
|
|
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Employer
common stock
|
|
$
|
59,364,176
|
|
$
|
53,302,977
|
|
Diversified
Stock Index Fund
|
|
|
14,946,619
|
|
|
9,794,578
|
|
Diversified
Value and Income Fund
|
|
|
12,076,328
|
|
|
8,234,981
|
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Diversified
Stable Five Fund
|
|
|
16,760,706
|
|
|
12,325,146
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|
During
the year ended December 31, 2004, the Plan’s investments appreciated
(depreciated) in fair value as follows:
Common/collective
trust funds
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|
$ |
6,541,690
|
|
Employer
common stock
|
|
|
16,079,439 |
|
Personal
choice retirement account:
|
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|
|
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Common
Stock
|
|
|
35,625
|
|
User-Defined
Funds
|
|
|
(787
|
)
|
Unit
Trusts
|
|
|
914
|
|
|
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Net
realized and unrealized appreciation in fair value of
investments
|
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$
|
22,656,881
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|
As
of
December 31, 2004, contributions to the Plan are invested in one or
more of
17 separate investment fund options at the direction of each participant. The
fund options are: (1) Diversified Stock Index Fund, (2) Diversified
Balanced Fund, (3) Diversified Value and Income Fund, (4) Diversified
Special Equity Fund, (5) Diversified Aggressive Equity Fund,
(6) Diversified Growth and Income Fund, (7) Diversified Equity
Growth
Fund, (8) Diversified International Equity Fund, (9) Diversified
Core
Bond Fund, (10) Diversified High Quality Bond Fund, (11) Diversified
High Yield Bond Fund, (12) Diversified Intermediate/Long Horizon Fund,
(13) Diversified Intermediate Horizon Fund, (14) Diversified
Short
Horizon Fund, (15) Employer common stock, (16) Diversified Stable
Five
Fund and (17) Diversified Money Market Fund. The Plan also allows its
participants to invest in the Charles Schwab & Co. Personal Choice
Retirement Account, which allows each participant to self-direct his or her
money into a full range of investment options, including individual stocks
and
bonds, as well as allowing access to over 800 mutual funds.
In
the
accompanying statements of net assets available for benefits as of
December 31, 2004 and 2003, the following investments are aggregated
into
the Common/Collective Trust Funds for presentation purposes: the Diversified
Aggressive Equity Fund, Diversified Balanced Fund, Diversified Core Bond Fund,
Diversified Equity Growth Fund, Diversified Growth & Income Fund,
Diversified High Quality Bond Fund, Diversified High Yield Bond Fund,
Diversified Intermediate Horizon Strategic Allocation Fund, Diversified
Intermediate/Long Horizon Strategic Allocation Fund, Diversified International
Equity Fund, Diversified Short Horizon Strategic Allocation Fund, Diversified
Special Equity Fund, Diversified Stock Index Fund and Diversified Value &
Income Fund. The remaining options are shown individually in the accompanying
statements of net assets available for benefits. The Charles Schwab & Co.
Personal Choice Retirement Account is presented as self-directed investments
in
the accompanying statements of net assets available for benefits.
5.
|
PARTY-IN-INTEREST
TRANSACTIONS
|
The
Plan’s Diversified Fund investments are managed by Diversified. The Plan’s
investments also include Brown & Brown, Inc. common stock. Both of these
conditions represent party-in-interest transactions that qualify as exempt
prohibited transactions.
6.
|
FEDERAL
INCOME TAX STATUS
|
The
Plan
is a nonstandardized prototype plan sponsored by Diversified. Diversified last
received an opinion letter with respect to the prototype adopted by the Plan
on
April 22, 2004. The Plan is entitled to limited reliance on
the
opinion letter received by Diversified with respect to compliance with the
form
requirements of the Internal Revenue Code (“IRC”). The Plan’s management
believes that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
******
SUPPLEMENTAL
SCHEDULE
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND
TRUST
|
|
|
|
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (Held at End of Year)
|
|
|
|
AS
OF DECEMBER 31, 2004
|
|
|
|
|
|
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|
Identity
and Description of Issues
|
|
Amount
|
|
|
|
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|
Participant
directed:
|
|
|
|
Money market, at fair value:
|
|
|
|
Diversified
Money Market Fund*
|
|
$ 7,884,947
|
|
Common/collective trusts, at fair value:
|
|
|
|
Diversified
Stock Index Fund*
|
|
14,946,619
|
|
Diversified
Value & Income Fund*
|
|
12,076,328
|
|
Diversified
Balanced Fund*
|
|
5,350,626
|
|
Diversified
Special Equity Fund*
|
|
8,048,369
|
|
Diversified
Growth & Income Fund*
|
|
6,845,572
|
|
Diversified
High Quality Bond Fund*
|
|
3,339,048
|
|
Diversified
Equity Growth Fund*
|
|
7,033,463
|
|
Diversified
Core Bond Fund*
|
|
3,684,920
|
|
Diversified
Aggressive Equity Fund*
|
|
4,610,691
|
|
Diversified
Intermediate Horizon Fund*
|
|
2,671,873
|
|
Diversified
International Equity Fund*
|
|
4,710,259
|
|
Diversified
Intermediate/Long Horizon Fund*
|
|
2,997,170
|
|
Diversified
High Yield Bond Fund*
|
|
2,471,829
|
|
Diversified
Short Horizon Fund*
|
|
1,342,157
|
|
|
|
|
|
Total
common/collective trusts
|
|
|
80,128,924
|
|
|
|
|
|
|
Employer common stock, at fair value*
|
|
|
59,364,176
|
|
|
|
|
|
|
Pooled separate account, at contract value:
|
|
|
|
|
Diversified
Stable Five Fund—Pooled Account of the
Transamerica Financial Life Insurance Company, Inc.*
|
|
|
16,760,706
|
|
|
|
|
|
|
Self-directed:
|
|
|
|
|
Personal Choice Retirement Account:
|
|
|
|
|
Money
market
fund, at fair value:
|
|
|
|
|
Charles
Schwab Money Market Fund
|
|
|
64,503
|
|
Unit
Trusts,
at fair value:
|
|
|
|
|
iShares
Dow Jones US Energy Sector Index Fund
|
|
|
12,217
|
|
iShares
Dow Jones US Financial Sector Index Fund
|
|
|
11,722
|
|
|
|
|
|
|
(Continued)
|
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND
TRUST
|
|
|
|
|
|
|
|
SUPPLEMENTAL
SCHEDULE OF ASSETS (Held at End of Year)
|
|
|
|
AS
OF DECEMBER 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity
and Description of Issues
|
|
|
Amount
|
|
|
|
|
|
|
Personal
Choice Retirement Account (continued):
|
|
|
|
|
Corporate common stocks, at fair value:
|
|
|
|
|
Abbott
Laboratories
|
|
$
|
31,582
|
|
Apache
Corp
|
|
|
151,710
|
|
Biogen
Idec Inc
|
|
|
32,372
|
|
Burlington
Resources Inc
|
|
|
130,500
|
|
Chaus
Bernard Inc
|
|
|
16,391
|
|
Cisco
Systems Inc
|
|
|
7,728
|
|
Document
Sciences Corp
|
|
|
4,019
|
|
Fisher
Scientific International Inc
|
|
|
32,812
|
|
Freescale
Semiconductor Inc (Class B shares)
|
|
|
1,487
|
|
General
Mills Inc
|
|
|
32,312
|
|
IBM
Corp
|
|
|
408
|
|
KCS
Energy Inc
|
|
|
32,220
|
|
Lsi
Logic Corp
|
|
|
2,192
|
|
Lucent
Technologies Inc
|
|
|
1,707
|
|
Money
Store Inc
|
|
|
44,440
|
|
Motorola
Incorporated
|
|
|
12,626
|
|
Nokia
Corp Spon Adr
|
|
|
6,268
|
|
Sprint
Corporation
|
|
|
7,169
|
|
Texas
Instruments Inc
|
|
|
6,146
|
|
Yahoo!
Inc
|
|
|
1,430
|
|
|
|
|
|
|
Total
personal choice retirement account
|
|
|
643,961
|
|
|
|
|
|
|
Participant
loans (bearing interest at rates ranging between 5.00% and
10.50%, maturing over periods generally up to five
years)
|
|
|
2,697,104
|
|
|
|
|
|
|
Total
assets held for investment
|
|
$
|
167,479,818
|
|
|
|
|
|
|
|
|
|
|
|
*A
party-in-interest (Note 5).
|
|
|
(Concluded
|
)
|
SIGNATURE
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Trustee
(or other persons who administer the Plan) has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
|
|
|
|
BROWN
& BROWN, INC.
|
|
EMPLOYEES'
SAVINGS PLAN AND TRUST
|
|
|
|
Date: June
29, 2005 |
By: |
/s/ CORY
T. WALKER |
|
Cory
T. Walker
|
|
Senior
Vice President, Chief Financial Officer and
Treasurer
|
EXHIBIT
INDEX
|
|
|
Exhibit
|
Document
|
|
|
23
|
Consent
of Independent Registered Public Accounting Firm
|
|
|
99.1
|
Certification
of Chief Operating Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2003. This Certification shall not be deemed to be "filed"
with the
Commission or subject to the liabilities of Section 18 of
the
Exchange Act, except to the extent that the Company specifically
requests
that such Certification is incorporated by reference into a filing
under
the Securities Act of 1934, as amended, or the Exchange Act of 1933,
as
amended.
|
|
|
99.2
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2003. This Certification shall not be deemed to be "filed"
with the
Commission or subject to the liabilities of Section 18 of
the
Exchange Act, except to the extent that the Company specifically
requests
that such Certification is incorporated by reference into a filing
under
the Securities Act of 1934, as amended, or the Exchange Act of 1933,
as
amended.
|