UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 11-K
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
x Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934
 
For the Fiscal Year Ended December 31, 2004
 
OR
 
o Transition Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934
 
For The Transition Period From _________ To ________.
 
 
Commission file number 0-7201.
 
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
 
BROWN & BROWN, INC.
EMPLOYEES' SAVINGS PLAN AND TRUST
 
 
B.
Name of issuer of the securities held pursuant to the plan and the address of its
 
principal executive office:
 
BROWN & BROWN, INC.
220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA 32114


 
BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST
 
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
 
 
TABLE OF CONTENTS
 
   
Page 
     
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
2
     
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004 AND 2003 AND FOR THE YEAR ENDED DECEMBER 31, 2004:
 
    
       
    Statement of Net Assets Available for Benefits
 
3
     
    Statement of Changes in Net Assets Available for Benefits
 
4
     
    Notes to Financial Statements
5-8
   
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004:
 
    
       
    Schedule of Assets (Held at End of Year)
 
9-10
     
SIGNATURE
 
11
     
EXHIBIT INDEX
 
12


1

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

2


BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
          
           
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
          
DECEMBER 31, 2004 AND 2003
          
           
           
ASSETS
  
2004
  
2003
  
           
CASH
  
$ 
632,666
  
$
529,765
  
 
              
INVESTMENTS:
              
     Participant directed, at fair value:
              
    Money market fund
    
7,884,947
    
4,758,649
 
    Common/collective trust funds
    
80,128,924
    
57,534,775
 
    Employer common stock
    
59,364,176
    
53,302,977
 
    Participant directed, at contract value:
              
    Pooled separate account
    
16,760,706
    
12,325,146
 
    Self-directed investments, at fair value:
              
    Personal choice retirement account
    
643,961
    
251,349
 
    Participant loans
    
2,697,104
    
2,579,849
 
           
        Total investments
    
167,479,818
    
130,752,745
 
 
          
RECEIVABLES:
          
    Employer contributions
    
2,470,127
    
2,050,638
 
           
        Total receivables
    
2,470,127
    
2,050,638
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  
$
170,582,611
  
$
133,333,148
  
 
              
 
              
See notes to financial statements.
              
               
 
 
3
 
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
      
       
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
      
FOR THE YEAR ENDED DECEMBER 31, 2004
      
       
       
ADDITIONS:
      
    Investment income:
        
    Interest and dividends
  
$
854,699
  
    Dividends on employer common stock
    
414,300
 
    Net realized and unrealized appreciation in fair value of investments
    
22,656,881
 
         
    Contributions:
        
    Participant
   
15,551,916
 
    Employer
    
6,545,861
 
    Transfers to the Plan
    
3,148,480
 
         
        Total additions
    
49,172,137
 
       
DEDUCTIONS:
      
    Benefits paid to participants
    
11,904,916
 
    Administrative expenses
    
17,758
 
       
        Total deductions
    
11,922,674
 
       
NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS
    
37,249,463
 
         
NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year
    
133,333,148
 
       
NET ASSETS AVAILABLE FOR BENEFITS—End of year
  
$
170,582,611
  
       
       
See notes to financial statements.
      
       

4

BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
 
1.
DESCRIPTION OF THE PLAN
 
The following brief description of the Brown & Brown, Inc. Employees’ Savings Plan and Trust (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
General—The Plan, 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.
 
5
 
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
  
Vested Interest
  
       
Less than 1
    
0%
 
1
    
20%
 
2
    
40%
 
3
    
60%
 
4
    
80%
 
5 or more
    
100%
 
 
Forfeited balances of terminated participants’ nonvested accounts are used to offset Plan expenses and to reduce future Employer matching contributions.
 
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.
 
6
 
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.
 
3.
INVESTMENTS
 
The fair value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2004 and 2003, are summarized as follows:
 

Fair value—as determined by quoted market value:
  
2004
  
2003
  
           
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
 
Diversified Stable Five Fund
    
16,760,706
   
12,325,146
 
 
During the year ended December 31, 2004, the Plan’s investments appreciated (depreciated) in fair value as follows:

Common/collective trust funds 
   $ 
6,541,690
  
Employer common stock 
     16,079,439  
Personal choice retirement account:
      
Common Stock
    
35,625
 
User-Defined Funds
    
(787
)
Unit Trusts
    
914
 
 
      
Net realized and unrealized appreciation in fair value of investments
  
$
22,656,881
  
 
4.
INVESTMENT PROGRAMS
 
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.
 
7
 
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.
 
******


 
8


SUPPLEMENTAL SCHEDULE

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
  
       
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)
  
 
9
 
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
)

10


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
 
 
11


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.

12