Edgar Filing: BROWN & BROWN INC

Employee Savings Plan and Trust

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, 2012

¨	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		3

FINANCIAL STATEMENTS:

Statement of Net Assets Available for Benefits as of December 31, 2012 and 2011		4

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2012		5

Notes to Financial Statements		6-10

SUPPLEMENTAL SCHEDULE:

Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year)		11-20

SIGNATURE		21

EXHIBIT INDEX		22

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, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. 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 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 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2012 and 2011, and the changes in the net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for purposes of additional analysis and is not a required part of the 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Hancock Askew & Co., LLP

Savannah, Georgia

June 28, 2013

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2012 AND 2011


	2012			2011
ASSETS

CASH	$	978		$	2,279


INVESTMENTS:
Participant directed—at fair value:
Registered investment companies (mutual funds)		227,517,645			189,232,054
Pooled separate account		55,296,962			53,504,258
Employer common stock		30,848,588			28,437,243
Personal choice retirement account		14,747,209			10,535,673


Total investments, at fair value		328,410,404			281,709,228

NOTES RECEIVABLES FROM PARTICIPANTS		7,351,303			7,037,982

RECEIVABLES:
Employer contributions		6,337,481			5,137,633
Participant contributions		12,238			9,469
Dividends and interest		14,375			128,557


Total receivables		6,364,094			5,275,659


TOTAL ASSETS AVAILABLE FOR BENEFITS, at fair value		342,126,779			294,025,148

PAYABLE TO PARTICIPANTS FOR EXCESS CONTRIBUTIONS		(90,046	)		(296,034	)


NET ASSETS AVAILABLE FOR BENEFITS, before adjustment		342,036,733			293,729,114

Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(1,558,500	)		(1,356,000	)


NET ASSETS AVAILABLE FOR BENEFITS	$	340,478,233		$	292,373,114

See notes to financial statements.

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2012


ADDITIONS:
Investment income:
Dividend income	$	5,198,310
Interest income		1,676,434
Other income		1,176,055
Interest on note receivables from participants		293,778
Net appreciation in fair value of investments		24,507,105


Total investment income		32,851,682


Contributions:
Participants		21,022,004
Employer		14,012,795
Rollovers from other qualified plans		4,440,436

Total contributions		39,475,235


Total additions		72,326,917


DEDUCTIONS:
Benefits paid to participants		24,043,171
Administrative expenses		178,627


Total deductions		24,221,798


NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS		48,105,119

NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year		292,373,114


NET ASSETS AVAILABLE FOR BENEFITS—End of year	$	340,478,233

See notes to financial statements.

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2012 AND 2011, AND FOR THE YEAR ENDED DECEMBER 31, 2012

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 U. S. 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, 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. The Employer makes 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 eligible compensation. The Board authorized a discretionary profit-sharing contribution of 1.5% of eligible compensation, up to a maximum of $250,000 for all eligible employees for the year ended December 31, 2012.

Vesting—Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Employer matching contributions and 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

Forfeited balances of terminated participants’ nonvested accounts are used to offset Plan expenses and to reduce future Employer contributions. As of December 31, 2012 and 2011, forfeited amounts available to offset future Employer contributions were approximately $371,000 and $342,000, respectively. During the year ended December 31, 2012, approximately $424,000 of forfeited amounts was used to offset Employer 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 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 their 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 2012, revenue of approximately $199,000 was deposited into the plan related to this revenue sharing arrangement. At December 31, 2012 and 2011, approximately $227,000 and $150,000, respectively, was available to be reallocated or pay plan expenses. During 2012, Plan expenses of approximately $128,000 were paid by these funds.

Participant Loans—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. Loans, which are repayable each pay period for periods ranging 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, 2012, interest rates ranged from 4.25% to 9.25%.

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, 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 are 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, 2012 and 2011. Investment contracts held in a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under terms of the Plan. The Statement 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.

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 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, 2012 and 2011. 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, 2012
	Level 1		Level 2		Level 3		Total
Registered investment companies (mutual funds):
Bond funds	$	62,625,853	$	—	$	—	$	62,625,853
Index funds		53,065,424		—		—		53,065,424
Value funds		38,969,107		—		—		38,969,107
Growth funds		36,188,892		—		—		36,188,892
Growth and Income funds		27,623,289		—		—		27,623,289
Asset Allocation/Retirement Strategy funds		9,045,080		—		—		9,045,080

Total mutual funds		227,517,645		—		—		227,517,645


Pooled separate accounts		—		55,296,962		—		55,296,962
Employer common stock		30,848,588		—		—		30,848,588
Personal choice accounts		14,747,209		—		—		14,747,209

Total investments at fair value	$	273,113,442	$	55,296,962	$	—	$	328,410,404


	Investment Assets at Fair Value as of December 31, 2011
	Level 1		Level 2		Level 3		Total
Registered investment companies (mutual funds):
Index funds	$	49,966,139	$	—	$	—	$	49,966,139
Bond funds		48,589,437		—		—		48,589,437
Growth funds		41,448,062		—		—		41,448,062
Value funds		22,717,372		—		—		22,717,372
Growth and Income funds		20,062,053		—		—		20,062,053
Asset Allocation/Retirement Strategy funds		6,448,991		—		—		6,448,991

Total mutual funds		189,232,054		—		—		189,232,054


Pooled separate accounts		—		53,504,258		—		53,504,258
Employer common stock		28,437,243		—		—		28,437,243
Personal choice accounts		10,535,673		—		—		10,535,673

Total investments at fair value	$	228,204,970	$	53,504,258	$	—	$	281,709,228

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.

Recent Accounting Pronouncements—In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS, to converge the fair value measurement guidance in US generally accepted accounting principles and International Financial Reporting Standards. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change principles included in the original Accounting Standard. In addition, this update required additional fair value disclosures. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. The adoption of this guidance did not have any material impact on the Plan’s financial statements.

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, 2012 and 2011, are summarized as follows:


	2012		2011

Vanguard Institutional Index Fund**	$	38,451,242	$	—
Pimco Total Return Bond Administration Fund		34,122,652		31,388,860
Employer common stock		30,848,588		28,437,243
Invesco Growth and Income R5 Fund**		23,808,416		—
Harbor Capital Appreciation Fund		23,332,257		18,976,594
Pimco Real Return Bond Administration Fund		19,359,703		17,200,577
Wells Fargo Stable Return Fund G***		55,296,962		53,504,258

**	Fair value at December 31, 2011 does not represent 5% or more of the Plan’s net assets at December 31, 2011.

***	Wells Fargo Stable Return Fund G is shown at fair value. Contract Value was $53,738,462 and $52,148,258 at December 31, 2012 and 2011, respectively.

During the year ended December 31, 2012, the Plan’s investments appreciated in fair value as follows:


	Amount

Mutual funds	$	20,564,601
Employer common stock		3,467,729
Pooled separate accounts		474,686
Personal choice retirement accounts		89


Net appreciation in fair value of investments	$	24,507,105

4.	INVESTMENT PROGRAMS

As of December 31, 2012, contributions to the Plan are 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 statement 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 year ended December 31, 2012 and 2011, was 1.95% and 2.33%, respectively. The average yield for the Stable Return Fund for the years ended December 31, 2012 and 2011, was 0.94% and 1.56%, 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 represent party-in-interest transactions that qualify as exempt prohibited transactions. In addition, certain Plan investments pertain to the Charles Schwab & Co. Personal Choice Retirement Account. As Schwab Retirement Plan Services, Inc. serves as the recordkeeper of the Plan and as Charles Schwab Trust Company serves as the trustee of the Plan, these transactions qualify as party-in-interest transactions.

6.	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, and the Plan was subsequently amended in December 2011 to expand the Plan’s rollover provisions. An application for a determination letter from the Internal Revenue Service 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.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not 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, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. The Plan is currently under audit by the Internal Revenue Service for the years ended December 31, 2010 and December 31, 2011. There are no known adjustments as of June 28, 2013. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.

SUPPLEMENTAL SCHEDULE

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Participant directed:
Mutual funds:
American Beacon Small Cap Value Fund	$	7,762,242
American Funds Europacific Growth Fund		13,631,321
Harbor Capital Appreciation Fund		23,332,257
Harbor International Fund		13,141,600
Invesco Growth and Income Fund		23,808,416
JP Morgan Mid Cap Value Fund		7,398,449
Loomis Sayles Small Cap Growth Fund		5,030,131
Morgan Stanley Mid Cap Growth Fund		7,826,504
PIMCO Real Return Bond Administration Fund		19,359,703
PIMCO Total Return Bond Administration Fund		34,122,652
Vanguard Institutional Index Fund		38,451,242
Vanguard Mid Cap Index Fund		4,377,734
Vanguard Small Cap Index Fund		4,598,376
Vanguard Target Retirement 2015 Fund		1,345,383
Vanguard Target Retirement 2020 Fund		1,639,886
Vanguard Target Retirement 2025 Fund		1,617,950
Vanguard Target Retirement 2030 Fund		1,565,228
Vanguard Target Retirement 2035 Fund		947,745
Vanguard Target Retirement 2040 Fund		570,365
Vanguard Target Retirement 2045 Fund		782,948
Vanguard Target Retirement 2050 Fund		575,574
Vanguard Target Retirement Income Fund		850,369
Vanguard Total Bond Market Index Fund		9,143,498
Vanguard Total International Stock Index Fund		5,638,072


Total mutual funds	$	227,517,645


Pooled separate account—at fair value—Wells Fargo Stable Return Fund G	$	55,296,962


Employer common stock—at fair value*	$	30,848,588


Self-directed:
Personal choice retirement account:
Money market fund—at fair value—Charles Schwab Money Market Funds*	$	2,886,685
Non-interest-bearing cash	$	7,942

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):
Corporate common stocks—at fair value:
A G L Resources Inc	$	23,982
AT&T Inc		117,245
Abbott Laboratories		134,311
Accenture PLC A		8,645
Adventrx Pharma Inc		123
Alamo Group Inc		16,320
Alcoa Inc		43,400
Alpha Natural Resources		14,610
Amazon Com Inc		8,279
American Capital Agency		6,789
American Express Co		7,185
American International Group		17,650
Anadarko Petroleum Corp		200,637
Apache Corp		7,850
Apple Inc		1,600,992
ARM Holdings PLC		1,891
Atmos Energy Corp		26,340
B&G Foods Inc		1,557
B C E Inc.		27,911
Baidu Com Inc ADR		140,406
Bancolumbia S.A. ADR		200
Bank of America Corp		28,892
BB&T Corporation		2,038
BBX Capital Corp		107
Berkley W R Corp		7,548
BHP Billiton Ltd ADR		78,420
Black Hawk Expl Inc		6
Body Central Corp		1,996
Boeing Co		151
BP PLC ADR		85,112
Brinker International Inc		11,629
Bristol-Myers Squibb Co		2,140
Brocade Communications Sys New		6,929
Brown & Brown Inc		1,277
Carnival Corp New		3,677
Caterpillar Inc		3,607
Chevron Corp		117,350
China Precision Stl New		129
Chubb Corp		82,852
CIA De Bebidas PFD ADR		4,199
CIA Ener De Minas ADR		869
Cincinnati Financial CP		8,197
Cirrus Logic		43,455
Cisco System Inc		12,178
Citigroup Inc		45,958
Coca Cola Company		81,614

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):
Corporate common stocks—at fair value:
Comcast Corp A	$	12,530
Conagra Foods Inc		29,500
ConocoPhillips		212,060
Cooper Tire & Rubber Co		12,748
Cray Inc		175
Cummins Engine Inc		2,723
Darden Restaurants Inc		5,634
Deep Down Inc New		13,520
Deere & Co		103,996
DHT Holdings Inc New		677
Diageo PCL		1,399
Dollar General Corp		4,982
Dominion Resources Inc VA New		1,709
Dryships Inc		800
Dunkin Brands Group Inc		3,353
E M C Corp Mass		8,855
Eaton Corp PLC		29,387
El Capitan Precious Metal		16
Elephant Talk Communications Corp New		50
Emerson Electric Company		29,128
Entergy Corp		22,312
Entropic Communications		1,587
Exelon Corporation		4,526
Express Scripts Holding Company		4,050
Exxon Mobil Corporation		181,919
Facebook Inc Class A		36,549
Ford Motor Company		39,577
Fortegra Financial Corp		2,400
Freeport-McMoran Copper & Gold		97,470
Fusion-IO Inc		5,159
General Electric Company		100,027
General Mills Inc		26,273
Generex Biotechnology Corp		375
Genworth Financial Inc		901
Goldman Sachs Group Inc		255,120
Google Inc Class A		12,733
Green Envirotech Holding		41
Greenlight Capital Re Ltd		14,771
Groupon Inc Cl A		4,374
GSV Capital Corp		21,075
Halcon Resources New		35
Halliburton Co Holding Co		69,380
Hallmark Financial Services		215,970

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):
Corporate common stocks—at fair value:
Harley Davidson	$	1,465
Hartford Financial Services Group Inc		8,752
Heinz H J Co		27,398
Home Depot Inc		27,832
Honda Motor Co Ltd ADR		2,401
Hormel Foods Corp		2,851
HPC Pos Systems Corp		2
Intel Corp		59,282
International Business Machines		237,662
iShares Russell 200 Index Fund		30,776
JP Morgan Chase & Co		149,821
Jabil Circuit Inc		19,290
Jamba Inc		961
Johnson & Johnson		35,435
JZZ Technologies		160
Kandi Technologies Corp		3,990
Keycorp Inc New		1,694
Kimberly-Clark Corp		29,550
Kraft Foods Group Inc		3,001
Kroger Co		2,602
Las Vegas Sands Corp		255,507
Leapfrog Enterprises Inc		4,315
Lennar Corp		193
Limelight Networks Inc		435
Lion Gold Brazil Inc		220
Lorillard Inc		3,932
M G M Grand		5,482
Mannkind Corp		11,192
McDonalds Corp		144,027
McKesson Corporation		7,272
Medicines Company		11,985
Melco Pbl Entmt LTD ADR		33,680
Microchip Technology		9,777
Microsoft Corp		84,066
Molycorp Inc		5,664
Mondelez International Inc		5,091
Monster Offers New		240
Mosaic Co		5,663
Netflix Inc		1,852
Nextera Energy Inc		138,380
Northeast Utilities		1,971
Novartis AG		30,067
NRG Energy Inc New		138

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):
Corporate common stocks—at fair value:
Ocean Rig Underwater Inc F	$	45
Omnivision Technologies Inc		1,408
OneBeacon Insurance Group		13,900
Oracle Corporation		5,831
Orbit Intl Corp		81
PEI Worldwide Holdings		19
PepsiCo Inc		28,398
Pfizer Incorporated		43,262
Phillips 66		96,907
PMI Group Inc		12
Potash Corp of Saskatchewan Inc		74,951
Priceline.com Inc New		31,020
Proctor & Gamble		6,789
Qihoo 360 Technology Co		14,845
Qualcomm Inc		16,594
Rare Element Resources		1,700
Redhat Inc		7,944
Renren Inc ADR F		3,450
Revolution Lighting Technologies Inc		1,262
Rock-Tenn Co Cl A		6,991
Rockwell Automation Inc		4,200
Royal Caribbean Cruises Ltd		340
Scana Corp		27,384
Schlumberger LTD		10,395
Sciclone Pharm Inc		4,310
Select Comfort Corp		21,198
Shoppers Drug Mart Corp		8,600
Sina Corporation		10,044
Smith & Wesson Holding Corp		25,869
Southern Co		31,466
Southwest Airlines Co		58,368
Spongetech Delivery Sys		6
Sprint Nextel Corp		284
Stryker Corp		9,594
Sturm Ruger & Co Inc		45,400
SunTrust Banks Inc		87,916
Target Corporation		5,917
TD Ameritrade Holding CP		336
Teco Energy Inc		33,520
Telestone Technologies		589
Terra Nitrogen Co LP		13,282
Tesla Motors Inc		1,050
The Wendys Company		1,175
Tim Hortons Inc		7,377

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):
Corporate common stocks—at fair value:
Toronto Dominion Bank	$	31,624
Toyota Motor CP ADR		4,663
Travelers Companies Inc		71,820
TravelZoo Inc		9,495
Tyson Foods Inc Class A		3,890
UC HUB Group Inc		27,522
United Parcel Service B		2,229
United States Steel Corp		2,385
United Technologies Corp		10,251
Valero Energy Corp New		34,120
ValueClick New		19,410
Vanguard Specialized Funds		66,721
Venaxis Inc		855
Verizon Communications		309,485
Vivus		2,013
Vodafone Group New ADR		23,301
Wal-Mart Stores Inc		136,460
Walter Industries Inc		3,588
Wells Fargo & Co New		5,465
Westport Innovation New		401
WGL Holdings Inc		23,514
Xcel Energy Inc		26,042
XL Group PLC		7,518
Yelp Inc Class A		1,508
Youku.com Inc ADR F		7,296
Zogenix Inc		665
Zynga Inc		2,950
21Vianet Group Inc ADR F		9,610


Total corporate common stocks	$	7,641,423

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):

Mutual funds:

Amana Trust Growth Fund	$	9,493
American Beacon LargeCap Value Inv		27,507
American Century Growth Fund Inv		38,060
American Century Inflation Adjusted Bond I		6,541
American Century Livestrong 2025 Portfolio Inv		24,007
Artisan International Fund Inv		21,015
Brown Advisory Growth Equity Investor		11,347
Cohen & Steers Realty		12,205
Columbia Value and Restructuring Z		17,901
Delafield Fund		29,226
DNP Select Income Fund		12,654
Doubleline Total Return Bond Fund N		25,341
Driehaus Emerging Markets Growth Fund		8,713
Federated Adj Rate Sec Inst’l Shs		10,375
Federated Short-Term Income Fund Instl		18,812
Fidelity New Millenium Fund		1,448
Gabelli Asset Fund AAA		20,256
GAMCO Global Gold Natural		12,106
Goldman Sachs N-11 Equity Fund Class A		4,265
Harding Loevner Emerging Markets		9,986
Health Care Real Estate Invt Trust		4,987
Hersha Hospitality Trust		11,000
Janus Research Fund T		23,844
Laudus Investors US Large Cap Growth		11,043
Loomis Sayles Bond Fund R		6,147
Loomis Sayles Small Cap R		27,998
Manning & Napier World Opportunity A		27,867
Matthews Japan Fund		10,681
Meridian Growth Fund		22,512
Metropolitan West Low Duration Bond M		13,804
Northern Emerging Markets Equity Index Fund		5,405
Oakmark Equity Income Fund I		44,924
Oakmark International Fund I		9,570
Perkins Mid Cap Value Fund T		86,758
Permanent Portfolio		5,466
PIMCO Low Duration D		4,355
PIMCO Total Return D		20,444
Prudential Jennison Health Sciences A		9,511
Realty Income Corporation		5,157
Ridgeworth Large Cap Value Equity I		13,141

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):

Mutual funds:

Royce Total Return Fund Service Class	$	13,617
Schwab Core Equity Fund		41,531
Schwab GNMA Fund Select Shares		11,864
Schwab Health Care Fund		5,839
Schwab International Core Equity Fund		11,256
Schwab International Index Fund		53,251
Schwab Small Cap Index Select		5,295
Schwab Total Stock Market Index Select		15,341
Scout International Fund		30,720
Sit US Government Securities Fund		4,976
Touchstone Sands Cap Select Growth Fund Class Z		2,142
Vanguard Equity Income Fund		13,344
Vanguard Global Equity Fund Investor		12,922
Vanguard GNMA Fund Admiral Shares		146,903
Vanguard Inflation Protected Sec Fund		12,091
Wells Fargo Advantage Discovery Fund		5,745
Yacktman Focused Fund Service Class		19,828
Yacktman Fund Service Class.		26,157


Total mutual funds	$	1,118,694


Personal choice retirement account (continued):

Preferred Stock:

Gabelli Equity Trust Inc.	$	4,413


Total preferred stock funds	$	4,413

(Continued)

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value

Personal choice retirement account (continued):

Unit Trust:
Barclays Bank PLC iPath ETN	$	54,582
EGA Emerging Global		12,920
iShares International Inflation-Linked Bond Fund		57,547
iShares Floating Rate Note Fund		114,941
iShares Emerging Markets Dividend Index Fund		52,732
iShares Aaa A Rated Corporate Bond Fund		12,493
iShares MSCI BRIC Index Fund		22,462
iShares MSCI Emerging Markets Index Fund		46,346
iShares High Dividend Equity Fund		224,816
iShares MSCI Germany Index Fund		26,874
iShares MSCI Hong Kong Index Fund F		26,431
iShares Russell Microcap Index Fund		73,248
iShares Russell Midcap Growth Index Fund		9,922
iShares Russell Midcap Index Fund		90,480
iShares Russell Midcap Value Index Fund		46,372
iShares Russell 1000 Value Index Fund		138,795
iShares Silver Trust		2,203
iShares S&P/Citigroup 1-3 Year International Treasury Bond Fund		65,004
iShares Gold Trust		29,351
iShares Dow Jones US Healthcare		3,442
iShares Dow Jones Select Dividend Index Fund		100,571
iShares Barclays Aggregate Bond Fund		66,648
iShares Barclays 7-10 Year Treasury		16,016
iShares Barclays 1-3 Year Credit Bond Fund		132,483
iShares Barclays Intermediate Credit Bond ETF		112,848
iShares Dow Jones EPAC Select Dividend Index Fund		104,377
iShares MSCI EAFE Index Fund		93,250
iShares Russell 1000 Growth Index Fund		109,368
iShares S&P SmallCap 600 Index Fund		160,417
iShares S&P 100 Index Fund		89,596
iShares MSCI EAFE SmallCap Index Fund		45,066
iShares JP Morgan Emerging Markets Bond Fund		95,531
iShares FTSE EPRA/NAREIT Dec RE Ex-US		52,909
iShares iBoxx $ High Yield Corporate Bond Fund		113,606
Market Vectors Gold Miners ETF		16,700
PowerShares Emerging Markets Sovereign Debt		25,408
PowerShares QQQ Trust, Series 1 ETF		91,964
PowerShares Exchange-Traded Fund Trust II		31,500
PowerShares DB Commodity Index Tracking Fund		25,585
Schwab Emerging Markets Equity ETF		8,348
Schwab International Equity ETF		4,178
Schwab US Broad Market ETF		10,670
SPDR Gold Shares		233,795
SPDR S&P Dividend ETF		11,865
SPDR S&P Emerging Asia Pacific		17,052

BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST

SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


Identity and Description of Issues	Current Value
Vanguard Dividend Appreciation ETF	$	55,817
Vanguard Small Cap Value ETF		3,712
Vanguard MSCI Emerging Markets ETF		29,305
Vanguard Tax-Managed MSCI EAFE ETF		30,176
Vanguard Total Stock Market ETF		67,491
WisdomTree Asia Local Debt ETF		16,816
WisdomTree SmallCap Dividend		4,023


Total unit trust funds		3,088,052


Total personal choice retirement account		14,747,209


TOTAL INVESTMENTS AT FAIR VALUE		328,410,404

Notes receivable from participants with various maturities, and interest rates from 4.25% to 9.25%		7,351,303


TOTAL INVESTMENTS HELD AT END OF YEAR	$	335,761,707

*	A party-in-interest (Note 5).

Cost information is not required to be provided as these investments are participant-directed.

See accompanying Report of Independent Registered Public Accounting Firm.

(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.
	EMPLOYEE SAVINGS PLAN AND TRUST

	By:	BROWN & BROWN, INC.

Date: June 28, 2013	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 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 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 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 is incorporated by reference into a filing under the Securities Act of 1934, as amended, or the Exchange Act of 1933, as amended.

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