Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ý | Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2015
OR
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c | Transition Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934 |
For The Transition Period From To .
Commission file number 001-13619
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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
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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
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
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FINANCIAL STATEMENTS: | |
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Statements of Net Assets Available for Benefits as of December 31, 2015 and 2014 | |
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2015 | |
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Notes to Financial Statements | |
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SUPPLEMENTAL SCHEDULE: | |
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Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2015 | |
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SIGNATURE | |
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EXHIBIT INDEX | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Investment Committee
Brown & Brown, Inc. Employee Savings Plan and Trust
Daytona Beach, Florida
We have audited the accompanying statements of net assets available for benefits of the Brown & Brown, Inc. Employee Savings Plan and Trust (the Plan) as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
The accompanying supplemental schedule of assets (held at end of year) as of and for the year ended December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
Respectfully submitted,
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/s/ Hancock Askew & Co., LLP |
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Norcross, Georgia |
June 24, 2016 |
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2015 AND 2014
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| | | | | | | |
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| 2015 | | 2014 |
ASSETS | | | |
CASH | $ | 2,176 |
| | $ | 3,451 |
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INVESTMENTS: | | | |
Participant directed—at fair value: | | | |
Registered investment companies (mutual funds) | 360,601,479 |
| | 340,717,332 |
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Pooled separate account | 49,964,259 |
| | 53,595,461 |
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Employer common stock fund | 29,182,998 |
| | 34,167,658 |
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Personal choice retirement account | 12,361,085 |
| | 14,421,839 |
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Total investments, at fair value | 452,109,821 |
| | 442,902,290 |
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NOTES RECEIVABLES FROM PARTICIPANTS | 10,311,371 |
| | 9,619,162 |
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RECEIVABLES: | | | |
Employer contributions | 1,085,946 |
| | 1,017,373 |
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Participant contributions | 324 |
| | 3,294 |
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Total receivables | 1,086,270 |
| | 1,020,667 |
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TOTAL ASSETS REFLECTING INVESTMENTS AT FAIR VALUE | 463,509,638 |
| | 453,545,570 |
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PAYABLE TO PARTICIPANTS FOR EXCESS CONTRIBUTIONS | — |
| | — |
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NET ASSETS AVAILABLE FOR BENEFITS, before adjustment | 463,509,638 |
| | 453,545,570 |
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (248,578 | ) | | (739,977 | ) |
NET ASSETS AVAILABLE FOR BENEFITS | $ | 463,261,060 |
| | $ | 452,805,593 |
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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, 2015
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ADDITIONS: | |
Investment income (loss): | |
Dividend income | $ | 15,380,381 |
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Interest income | 564,810 |
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Other income (loss) | (57,031 | ) |
Net depreciation in fair value of investments | (16,116,853 | ) |
Total investment loss | (228,693 | ) |
Interest on note receivables from participants | 389,311 |
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Contributions: | |
Participants | 32,882,392 |
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Employer | 17,470,107 |
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Rollovers from other qualified plans | 4,545,095 |
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Total contributions | 54,897,594 |
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Total additions | 55,058,212 |
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DEDUCTIONS: | |
Benefits paid to participants | 43,824,653 |
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Administrative expenses | 778,092 |
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Total deductions | 44,602,745 |
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NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS | 10,455,467 |
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NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year | 452,805,593 |
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NET ASSETS AVAILABLE FOR BENEFITS —End of year | 463,261,060 |
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See notes to financial statements.
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2014, AND FOR THE YEAR ENDED DECEMBER 31, 2015
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1. | DESCRIPTION OF THE PLAN |
The following brief description of the Brown & Brown, Inc. Employee Savings Plan and Trust (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General -The Plan is a defined contribution plan. Substantially all employees who are at least 18 years of age and who are expected to complete a year of service (1,000 hours) are eligible to participate in the Plan effective the first full payroll period after one month of service. The Plan is intended to assist Brown & Brown, Inc. and its subsidiaries (the “Employer”) in its efforts to attract and retain employees by enabling eligible employees who are U.S. citizens with the opportunity to invest a portion of their annual compensation in the Plan, augmented by employer contributions, to supplement the employees’ retirement income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Benefit Payments -Benefits under the Plan are payable upon normal (after age 65) or early (after age 59-1/2) retirement, death, disability, severe financial hardship, or termination of service and are based on the vested balance in the participant’s account. Distributions of vested account balances will be made in the form of a single lump-sum payment or in some other optional form of payment, as defined in the Plan. If the participant’s vested account is $5,000 or less, the participant will be prompted to distribute his or her funds to another qualified plan in a timely fashion or be subject to an immediate lump-sum distribution.
Administration -The Plan is administered by a designated Plan Administrator (the “Administrator”), which has been appointed by the Board of Directors (the “Board”) of the Employer. Information about the Plan document, such as provisions for allocations to participants’ accounts, vesting, benefits, and withdrawals, is contained in the Summary Plan Description. Copies of this document are available on the employee benefits Web site accessible to employees of the Employer or from the Administrator. Schwab Retirement Plan Services, Inc. (“Schwab”) serves as the recordkeeper of the Plan and Charles Schwab Trust Company, a division of Charles Schwab Bank (the “Trustee”) serves as the trustee of the Plan.
Administrative Expenses - All investment-related expenses are charged against Plan earnings or are paid by the Plan. Administrative expenses for recordkeeping, accounting and legal are paid by the Plan. All other expenses are paid by the Employer.
Contributions - Participants may elect to contribute, subject to certain limitations, any percentage of annual compensation as contributions to the Plan, up to the allowable limits specified in the Internal Revenue Code. The Employer makes a fully vested safe harbor matching contribution for each participant equal to the sum of (1) 100% of the participant’s elective deferrals that do not exceed 3% of compensation for the allocation period, plus (2) 50% of the participant’s elective deferrals that exceed 3% of compensation for the allocation period but do not exceed 5% of compensation for the allocation period.
The Plan permits the Board of Directors of the Employer to authorize discretionary profit-sharing contributions. No profit-sharing contributions were made in 2015.
Vesting -Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Employer matching contributions for plan years beginning before January 1, 2014, and for discretionary profit-sharing contributions are based on years of credited service and are subject to the following vesting schedule:
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Years of
Credited Service | | Vested
Interest |
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Less than 1 | | 0 | % |
1 | | 20 |
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2 | | 40 |
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3 | | 60 |
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4 | | 80 |
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5 or more | | 100 |
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For Plan years starting on or after January 1, 2014, the forfeited balances of terminated participants’ non-vested accounts are no longer available to reduce employer matching contribution amounts. As of December 31, 2015 and 2014, forfeited employee amounts available to offset future Plan expenses totaled approximately $423,000 and $496,000, respectively. No forfeitures were used in 2015 to offset Plan expenses.
Investment Income and Expenses -Each participant’s account shall be allocated the investment income and expenses of each fund based on the value of each participant’s account invested in each fund, in proportion to the total value of all accounts in each fund, taking into account any contributions to or distributions from the participant’s account in each fund. General expenses of the Plan not paid by the Employer and not attributable to any particular fund shall be allocated among participants’ accounts in proportion to the value of each account, taking into consideration each participant’s contributions and distributions.
The agreement between the Trustee and the Plan includes a revenue-sharing arrangement whereby the Trustee shares revenue generated by the Plan in excess of the Trustee’s fee. These deposits are included in the “Other Income” amount in the Statement of Changes to Net Assets Available for Benefits. These funds are used to pay other plan expenses with any remaining amounts being reallocated to participants. During 2015, revenue of approximately $ 194,547 was deposited into the Plan related to this revenue-sharing arrangement. At December 31, 2015 and 2014, approximately $ 56,188 and $80,000, respectively, was available to be reallocated or pay plan expenses. For the Plan year ended December 31, 2015, Plan expenses of approximately $139,000 were paid by these funds. During 2015 approximately $80,000 of these funds were reallocated to participant accounts. No amounts were reallocated to participants during 2014.
Notes Receivable from Participants -A participant may borrow from his or her own account a minimum of $1,000, up to a maximum equal to the lesser of $50,000 or 50% of the participant’s vested account balance. Participants may not have more than two loans outstanding at any time, with a limited exception for grandfathered outstanding loans transferred to the Plan as a result of mergers of plans maintained by acquired companies. Loans, which are repayable each pay period for periods ranging generally up to five years (and up to 15 years for the purchase of a principal residence), are collateralized by a security interest in the borrower’s vested account balance. The loans bear interest at the rate of prime plus 1%, determined at the time the loan is approved. As of December 31, 2015, interest rates applicable to such loans ranged from 4.25% to 9.25%.
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2. | USE OF ESTIMATES AND SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates -The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.
Basis of Accounting -The accompanying financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Notes Receivable from Participants - Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expenses when they are incurred. No allowance for credit losses has been recorded as of December 31, 2015 and 2014. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.
Payment of Benefits - Benefits are recorded when paid.
Notes Receivable - Participant loans are recorded as “Notes Receivable from Participants” and are measured at their unpaid principal balance plus any accrued but unpaid interest in the statements of Net Assets Available for Benefits as of December 31, 2015 and 2014. No allowance for credit losses had been recorded as of December 31, 2015 and 2014. Defaulted participant loans are reclassified as distributions based upon the terms of the Plan documents.
Valuation of Investments -The Plan’s investments in money market funds, mutual funds, and the personal choice retirement account, which includes investments in mutual funds and common stock, are stated at fair value based on quoted market prices at year-end. The fair value of the Brown & Brown stock fund is measured using the unit value calculated from the observable market price of the stock plus the cost of the short term investment fund, which approximates fair value. This non-pooled separate investment account is deemed to be Level 1 investment. The fair value of the pooled separate accounts is based upon the net asset value (NAV) of the underlying assets as determined by the Trustee’s valuation. NAV is used as a practical expedient. The contract value of participation units owned in the pooled separate accounts is based on quoted redemption values, as determined by the Trustee, on the last business day of the Plan year.
The Plan invests in fully benefit-responsive investment contracts held in the Wells Fargo Stable Return Fund G as of December 31, 2015 and 2014. 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 Statements of Net
Assets Available for Benefits presents the fair value of these investment contracts as well as their adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as investments held during the year.
Recently Issued Accounting Pronouncements- In May 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent)”. This ASU removes the requirement to make certain disclosures as well as categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per practical expedient. The amendments in ASU 2015-07 are effective for public entities for interim and annual periods beginning after December 15, 2015. The amendment is required to be applied retrospectively and early adoption is permitted. Other than requiring a change to the disclosures, the adoption of this standard is not expected to have a material impact on the financial statements.
In July 2015, the FASB issued ASU No. 2015-12, “Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contributions Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient”, which is part of the FASB’s Simplification Initiative for employee benefit plans. Part I of this ASU clarifies that contract value is the only required measurement for Fully Benefit-Responsive Investment Contracts (“FBRICs”) and clarifies that indirect investments in FBRICs should no longer be reflected as FBRICs and therefore, should be reported at fair value. Part II of this ASU eliminates the current GAAP requirements for plans to disclose individual investments that represent five percent or more of the net assets available for benefits, and the net appreciation or depreciation for investments by general type for both participant-directed investments and nonparticipant-directed investments. It also allows investments to be disaggregated by general type and eliminates the requirement to disaggregate investments by class. Further, significant investment strategies for an investment in a fund that files a U. S. Department of Labor Form 5500, Annual Return/Report of Employee Benefit Plan, as direct filing entity when the plan measures that investment using the NAV practical expedient are no longer required. The provisions of this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015. Parts I and II are to be applied retrospectively and early adoption is permitted. Other than requiring a change to the disclosures, the adoption of Parts I and II of this standard is not expected to have a material impact on the financial statements. Part III is not applicable to the Plan.
Fair Value Measurements-The Plan adopted a fair value measurement method that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;
Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The fair values estimated and derived from each fair value calculation may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with those utilized by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level within the fair value hierarchy the Plan investment assets and investment liabilities at fair value, as of December 31, 2015 and 2014. 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.
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| Investment Assets at Fair
Value as of December 31, 2015 | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
Registered investment companies (mutual funds): | | | | | | | |
Index funds | $ | 106,377,016 |
| | $ | — |
| | $ | — |
| | $ | 106,377,016 |
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Value funds | 60,767,261 |
| | — |
| | — |
| | 60,767,261 |
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Growth funds | 57,297,226 |
| | — |
| | — |
| | 57,297,226 |
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Bond funds | 63,273,348 |
| | — |
| | — |
| | 63,273,348 |
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Growth and Income funds | 34,160,088 |
| | — |
| | — |
| | 34,160,088 |
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Asset Allocation/Retirement Strategy funds | 38,726,540 |
| | — |
| | — |
| | 38,726,540 |
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Total - Registered investment companies(mutual funds): | 360,601,479 |
| | — |
| | — |
| | 360,601,479 |
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Pooled separate account | | | | | | | |
Stable Value Fund | — |
| | 49,964,259 |
| | — |
| | 49,964,259 |
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Employer common stock fund | 29,182,998 |
| | — |
| | — |
| | 29,182,998 |
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Personal choice accounts | | | | | | | — |
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Cash | 19,950 |
| | — |
| | — |
| | 19,950 |
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Money market funds | 1,698,248 |
| | — |
| | — |
| | 1,698,248 |
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Registered investment companies (mutual funds) | 1,904,087 |
| | — |
| | — |
| | 1,904,087 |
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Common stock | 5,025,594 |
| | — |
| | — |
| | 5,025,594 |
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Preferred stock | 5,383 |
| | — |
| | — |
| | 5,383 |
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Pooled separate accounts | — |
| | 3,707,823 |
| | — |
| | 3,707,823 |
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Total –Personal choice accounts | 8,653,262 |
| | 3,707,823 |
| | — |
| | 12,361,085 |
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Total investments at fair value | $ | 398,437,739 |
| | $ | 53,672,082 |
| | $ | — |
| | $ | 452,109,821 |
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| Investment Assets at Fair
Value as of December 31, 2014 | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
Registered investment companies (mutual funds): | | | | | | | |
Index funds | $ | 93,380,732 |
| | $ | — |
| | $ | — |
| | $ | 93,380,732 |
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Value funds | 61,578,891 |
| | — |
| | — |
| | 61,578,891 |
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Growth funds | 54,131,527 |
| | — |
| | — |
| | 54,131,527 |
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Bond funds | 56,162,539 |
| | — |
| | — |
| | 56,162,539 |
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Growth and Income funds | 39,110,723 |
| | — |
| | — |
| | 39,110,723 |
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Asset Allocation/Retirement Strategy funds | 36,352,920 |
| | — |
| | — |
| | 36,352,920 |
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Total - Registered investment companies(mutual funds): | 340,717,332 |
| | — |
| | — |
| | 340,717,332 |
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Pooled separate account | | | | | | | |
Stable Value Fund | — |
| | 53,595,461 |
| | — |
| | 53,595,461 |
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Employer common stock fund | 34,167,658 |
| | — |
| | — |
| | 34,167,658 |
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Personal choice accounts | | | | | | | |
Cash | 58,347 |
| | — |
| | — |
| | 58,347 |
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Money market funds | 2,015,292 |
| | — |
| | — |
| | 2,015,292 |
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Registered investment companies (mutual funds) | 2,363,491 |
| | — |
| | — |
| | 2,363,491 |
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Common stock | 6,242,076 |
| | — |
| | — |
| | 6,242,076 |
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Preferred stock | 5,979 |
| | — |
| | — |
| | 5,979 |
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Pooled separate accounts | — |
| | 3,736,654 |
| | — |
| | 3,736,654 |
|
Total –Personal choice accounts | 10,685,185 |
| | 3,736,654 |
| | — |
| | 14,421,839 |
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Total investments at fair value | $ | 385,570,175 |
| | $ | 57,332,115 |
| | $ | — |
| | $ | 442,902,290 |
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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 five percent or more of the Plan’s net assets available for benefits as of December 31, 2015 and 2014, respectively, are summarized as follows:
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| | | | | | | |
| 2015 | | 2014 |
| | | |
Dodge & Cox Income Fund | $ | 28,075,297 |
| | $ | — |
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Employer common stock fund | 29,176,908 |
| | 34,167,658 |
|
Harbor Capital Appreciation Fund | 40,834,391 |
| | 36,641,960 |
|
Invesco Growth and Income R5 Fund | 38,664,699 |
| | 37,516,472 |
|
Pimco Total Return Bond Administration Fund | — |
| | 28,547,805 |
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Vanguard Institutional Index Fund | 67,109,308 |
| | 64,077,672 |
|
Wells Fargo Stable Return Fund G* | 49,964,259 |
| | 53,595,461 |
|
| |
* | Wells Fargo Stable Return Fund G is shown at fair value. Contract Value was $49,715,681 and $52,855,484 at December 31, 2015 and 2014, respectively. |
During the year ended December 31, 2015, the fair value of the Plan’s investments appreciated (depreciated) in the amounts shown:
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| | | |
| Amount |
| |
Mutual funds | $ | (16,031,018 | ) |
Employer common stock fund | (855,734 | ) |
Pooled separate accounts | 769,899 |
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Net depreciation in fair value of investments | $ | (16,116,853 | ) |
As of December 31, 2015, contributions to the Plan were invested in one or more of various investment fund options, including money market funds, mutual funds and Employer Company stock fund, at the direction of each participant. The Plan also allows participants to invest in the Charles Schwab & Co. Personal Choice Retirement Account, which enables each participant to self-direct his or her money into a full range of investment options, including individual stocks and bonds, as well as allowing access to over 800 additional mutual funds. The Charles Schwab & Co. Personal Choice Retirement Account is presented as “self-directed investments” in the accompanying statements of net assets available for benefits.
One investment in the Plan is a guaranteed pooled separate account managed by Wells Fargo Bank called the Stable Return Fund G (the “Stable Return Fund”), which invests in a variety of investment contracts such as guaranteed investment contracts (“GICs”) issued by insurance companies and other financial institutions and other investment products (such as separate account contracts and synthetic GICs) with similar characteristics. The Stable Return Fund investment in each contract is presented at fair value. The fair value of a GIC is based on the present value of future cash flows using the current discount rate. The fair value of a security-backed contract includes the value of the underlying securities and the value of the wrapper contract. The fair value of a wrapper contract provided by a security-backed contract issuer is the present value of the difference between the current wrapper fee and the contracted wrapper fee.
An adjustment is made to the fair value in the statements of net assets available for benefits to present the investment at contract value. Contract value is based upon contributions made under the contract, plus interest credited, less participant withdrawals. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is effective for a 12-month period and is set annually. The crediting interest rate is determined based on (i) the projected market yield-to-maturity of the market value of assets, net of expenses, (ii) the timing and amounts of deposits, transfers, and withdrawals expected to be made during the interest crediting period, and (iii) the amortization of the difference between the fair value of the pooled separate account and the balance of the Stable Return Fund. The crediting interest rate for the Stable Return Fund for the years ended December 31, 2015 and 2014 was 1.79% and 1.64%, respectively. The average yield for the Stable Return Fund for the years ended December 31, 2015 and 2014, was 1.83% and 1.40%, 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.
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5. | PARTY-IN-INTEREST TRANSACTIONS |
The Plan’s investments include Brown & Brown, Inc. common stock fund, which represents party-in-interest transactions that qualify as exempt prohibited transactions. Additionally, through the personal choice retirement account, certain investments are managed by affiliates of the Trustee of the Plan.
The Plan issues notes to participants, which are secured by the balances in the participants’ accounts. These transactions qualify as party-in-interest transactions.
Although it has not expressed any intent to do so, the Employer may terminate the Plan at any time, either wholly or partially, by notice in writing to the participants and the Trustee. Upon termination, the rights of participants in their accounts will become 100% vested. The Employer may temporarily discontinue contributions to the Plan, either wholly or partially, without terminating the Plan.
| |
7. | FEDERAL INCOME TAX STATUS |
The Plan has received a favorable determination letter from the Internal Revenue Service dated November 16, 2015, relating to the qualification of the Plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (“IRC”). The Plan’s management believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC and regulations issued thereunder and, therefore, believes the Plan, as amended and restated, is qualified and the related trust is tax exempt
Accounting principles generally accepted in the United States of America require Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Participant directed: | | |
Mutual funds: | | |
American Beacon Small Cap Value Fund | | $ | 10,348,659 |
|
American Funds Europacific Growth Fund | | 15,929,302 |
|
Dodge & Cox Income Fund | | 28,075,297 |
|
Harbor Capital Appreciation Fund | | 40,834,391 |
|
Harbor International Fund | | 16,665,419 |
|
Invesco Growth and Income Fund | | 38,664,699 |
|
JP Morgan Mid Cap Value Fund | | 11,753,903 |
|
Loomis Sayles Small Cap Growth Fund | | 8,782,029 |
|
Morgan Stanley Mid Cap Growth Fund | | 7,680,806 |
|
PIMCO Real Return Bond Administration Fund | | 13,274,610 |
|
Principal Diversified Real Fund | | 3,644,905 |
|
Vanguard Institutional Index Fund | | 67,109,309 |
|
Vanguard Mid Cap Index Fund | | 12,534,434 |
|
Vanguard Small Cap Index Fund | | 9,551,144 |
|
Vanguard Target Retirement 2015 Fund | | 4,004,035 |
|
Vanguard Target Retirement 2020 Fund | | 6,972,478 |
|
Vanguard Target Retirement 2025 Fund | | 7,073,577 |
|
Vanguard Target Retirement 2030 Fund | | 6,988,605 |
|
Vanguard Target Retirement 2035 Fund | | 4,754,009 |
|
Vanguard Target Retirement 2040 Fund | | 2,707,730 |
|
Vanguard Target Retirement 2045 Fund | | 3,660,711 |
|
Vanguard Target Retirement 2050 Fund | | 2,565,395 |
|
Vanguard Target Retirement Income Fund | | 1,565,367 |
|
Vanguard Total Bond Market Index Fund | | 18,278,535 |
|
Vanguard Total International Stock Index Fund | | 17,182,130 |
|
Total mutual funds | | $ | 360,601,479 |
|
Pooled separate account—at fair value— Wells Fargo Stable Return Fund G | | $ | 49,964,259 |
|
* Employer common stock fund—at fair value | | $ | 29,182,998 |
|
Self-directed: | | |
Personal choice retirement account: | | |
* Money market fund—at fair value— Charles Schwab Money Market Funds | | $ | 1,698,248 |
|
Non-interest-bearing cash | | $ | 19,950 |
|
(Continued)
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Corporate common stocks—at fair value: | | |
AT&T Inc | | $ | 13,297 |
|
Abattis Bioceuticals | | 1,419 |
|
Abbott Laboratories | | 2,770 |
|
Advance Auto Parts Inc. | | 15,051 |
|
AFLAC | | 1,753 |
|
Air Liquide ADR | | 897 |
|
Alamo Group Inc | | 21,151 |
|
Alibaba Group Hldg A | | 14,222 |
|
Allergan Plc F | | 938 |
|
Alphabet Inc CL A | | 194,503 |
|
Alphabet Inc CL C | | 18,972 |
|
Amazon Com Inc | | 385,933 |
|
American Capital Agency | | 3,129 |
|
American Elec Pwr Inc | | 5,827 |
|
American International Group | | 30,985 |
|
Anavex Life Sciences | | 1,248 |
|
Apple Inc | | 246,918 |
|
Arch Cap Group Ltd New F | | 55,800 |
|
Archer Daniels Midland Co | | 1,719 |
|
AutoZone Inc | | 37,096 |
|
Baker Hughes Inc | | 703 |
|
Banco Latinoamericano | | 1,987 |
|
Bancolumbia S.A. ADR | | 80 |
|
Bank of America Corp | | 231,381 |
|
BB&T Corporation | | 1,891 |
|
BBX Capital Corp | | 250 |
|
Berkshire Hathaway B New | | 187,233 |
|
BHP Billiton LTD F | | 4,098 |
|
Biogen Inc | | 1,225 |
|
Black Knight Financi | | 4,959 |
|
Boeing Co | | 30,210 |
|
BP PLC ADR | | 133,324 |
|
Cal Maine Foods Inc New | | 960 |
|
Calamp Corp | | 10,962 |
|
Canadian Cannabis Co | | 30 |
|
Canadian Natl Ry Co | | 69,850 |
|
Centene Corp | | 2,632 |
|
Cheniere Energy Inc New | | 1,863 |
|
Chesapeake Energy Corporation | | 4,500 |
|
Chevron Corp | | 10,837 |
|
Chimerix Inc | | 5,370 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Corporate common stocks—at fair value: | | |
China Precision Stl New | | $ | 4 |
|
Chinacache Intl Hldg ADRF | | 4,120 |
|
Cincinnati Financial CP | | 16,144 |
|
Cinedigm Corp CL A | | 10 |
|
Cisco System Inc | | 16,132 |
|
Citigroup Inc | | 41,671 |
|
Citrix Systems Inc | | 60,520 |
|
Clearsign Combustion | | 11,640 |
|
Comcast Corp A | | 19,894 |
|
ConocoPhillips | | 14,188 |
|
Cooper Tire & Rubber Co | | 12,068 |
|
Corning Inc | | 14,712 |
|
Costco Whsl Corp New | | 2,836 |
|
Cracker Barrel Old Ctry | | 5,073 |
|
Cray Inc | | 357 |
|
Daimler A G ADR | | 418 |
|
Darden Restaurants Inc | | 3,182 |
|
Delta Air Lines Inc New | | 2,535 |
|
DHT Holdings Inc New | | 1,343 |
|
Diageo PCL | | 5,454 |
|
Dorian LPG LTD | | 2,001 |
|
Dow Chemical Company | | 3,411 |
|
Dryships Inc | | 87 |
|
Du Pont E I De Nemours & Co | | 14,319 |
|
Dunkin Brands Group Inc | | 4,567 |
|
Eaton Corp PLC | | 26,020 |
|
Ecare Solutions Inc | | 21,333 |
|
El Capitan Precious Metal | | 5 |
|
El Pollo Loco Hldgs | | 4,042 |
|
Elephant Talk Communications Corp New | | 14 |
|
Eli Lilly & Company | | 1,187 |
|
Energous Corp | | 3,955 |
|
Enterprise Prd Prtners LP | | 7,674 |
|
Extreme Networks Inc | | 1,428 |
|
Exxon Mobil Corporation | | 4,046 |
|
Facebook Inc Class A | | 205,343 |
|
FedEx Corporation | | 2,384 |
|
Fiat Chrysler Automobiles New | | 644 |
|
Fireeye Inc | | 10,370 |
|
FitBit Inc | | 25,418 |
|
Ford Motor Company New | | 50,283 |
|
Freddie Mac Voting Shs | | 1,620 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Corporate common stocks—at fair value: | | |
Freeport-McMoran Copper & Gold | | $ | 2,661 |
|
GAP Inc. | | 14,499 |
|
General Dynamics Corp | | 24,038 |
|
General Electric Company | | 25,234 |
|
Generex Biotechnology Corp Del | | 78 |
|
Gilead Science Inc | | 4,048 |
|
Glaxosmithkline PLC ADRF | | 6,225 |
|
Globalstar Inc | | 2,484 |
|
GoPro Inc | | 9,005 |
|
Groupon Inc Cl A | | 461 |
|
GT Advanced Techs Inc | | 53 |
|
GW Pharmaceutic PLC | | 3,472 |
|
Halliburton Co Holding Co | | 1,702 |
|
Hartford Financial Services Group Inc | | 43,895 |
|
HCI Group Inc | | 1,046 |
|
Helmerich & Payne Inc | | 1,424 |
|
Home Depot Inc | | 185,150 |
|
Honeywell International | | 5,179 |
|
Hormel Foods Corp | | 3,343 |
|
Humana Inc | | 2,321 |
|
I D I Inc | | 11,113 |
|
IBM Corp | | 20,643 |
|
Imageware Systems Inc | | 1,300 |
|
Integrated Device Tech | | 5,007 |
|
Intel Corp | | 23,015 |
|
Intrexon | | 1,508 |
|
IRobot | | 2,478 |
|
JP Morgan Chase & Co | | 22,101 |
|
JA Energy | | 25 |
|
JD.Com Inc | | 9,680 |
|
Johnson & Johnson | | 14,301 |
|
Kinder Morgan Holdco LLC | | 4,430 |
|
KKR & Co LLP | | 6,080 |
|
Kroger Co | | 10,572 |
|
Landec Corp | | 5,915 |
|
Las Vegas Sands Corp | | 87,330 |
|
Leapfrog Enterprises Inc | | 710 |
|
Liberated Energy Inc | | 1,350 |
|
Lighting Science Group New | | 240 |
|
Limelight Networks Inc | | 67 |
|
Lockheed Martin Corp | | 21,715 |
|
Lululemon Athletica Inc | | 5,247 |
|
Maiden Holding Ltd | | 1,953 |
|
Main Str Cap Corp | | 43,739 |
|
Mannkind Corp | | 16,893 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Corporate common stocks—at fair value: | | |
Marlin Business Svcs Corp | | $ | 1,781 |
|
Mast Therapeutics Inc | | 1,681 |
|
Mastercard Inc | | 974 |
|
McDonalds Corp | | 4,125 |
|
Medical Marijuana Inc | | 370 |
|
Medicines Company | | 18,670 |
|
Medley Capital Corp | | 3,015 |
|
Medtronic Plc | | 5,114 |
|
Melco Public Entertainment Ltd ADR | | 1,680 |
|
Merck & Co Inc New | | 2,113 |
|
Microsoft Corp | | 88,321 |
|
Mobileye N V Amstelveen | | 16,912 |
|
Mol Global Inc ADR | | 69 |
|
Monster Beverage Cor | | 44,688 |
|
Montana Exploration | | 8 |
|
Mosaic Co | | 8,292 |
|
National Bank of Can | | 291 |
|
Netflix Inc | | 148,351 |
|
New York Cmnty Bancorp | | 14,261 |
|
Next Generation Mgmt | | 10 |
|
Nike Inc | | 78,824 |
|
Nimble Storage | | 920 |
|
Noble Corp Plc | | 27,737 |
|
Nordic American Tanker Shipping | | 15,540 |
|
Nordic American Offshore Ltd | | 42 |
|
Nordstrom Inc | | 22 |
|
Northrop Grumman Corp | | 28,322 |
|
NRG Energy Inc New | | 75 |
|
NW Biotherapeutics New | | 947 |
|
NXP Semiconductors NV | | 8,425 |
|
O Reilly Automotive New | | 50,684 |
|
Oasis Petroleum Inc | | 2,211 |
|
Ocean Rig Underwater Inc F | | 5 |
|
Orbit Intl Corp | | 81 |
|
Paragon Offshore PLC | | 31 |
|
PayPal Hldgs Inc | | 3,620 |
|
PEI Worldwide Holdings | | 28 |
|
Penn West Pete Ltd New F | | 4,182 |
|
Pennantpark Investment Grp | | 1,238 |
|
Pfizer Incorporated | | 7,622 |
|
Philip Morris Intl Inc | | 47,732 |
|
Phillips 66 | | 6,135 |
|
Pilgrims Pride Corp | | 2,430 |
|
Plum Creek Timber Co | | 2,158 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Corporate common stocks—at fair value: | | |
Potash Corp of Saskatchewan Inc | | $ | 2,568 |
|
Premium Brands Holdings | | 2,487 |
|
Prospect Energy Corp | | 15,441 |
|
Qualcomm Inc | | 5,445 |
|
R P C Inc | | 10,158 |
|
Rackspace Hosting Inc | | 1,266 |
|
Ralph Lauren Corp CL A | | 16,722 |
|
Raytheon Company New | | 24,906 |
|
RCI Hospitality Hldgs | | 1,499 |
|
Realty Income Corporation | | 7,666 |
|
Renren Inc ADR F | | 920 |
|
Resonant Inc | | 1,325 |
|
Revolution Lighting Technologies Inc | | 33,613 |
|
Rio Tinto Plc Sponsored ADR | | 874 |
|
Royal Bank of Canada MontrealQue | | 268 |
|
Ruby Tuesday Inc Georgia | | 551 |
|
Safety Insurance Group | | 41,065 |
|
Salesforce Com | | 15,680 |
|
Sanderson Farms Inc | | 1,550 |
|
Schlumberger LTD | | 15,003 |
|
SeaWorld Entertainment | | 2,323 |
|
Sina Corporation | | 9,880 |
|
Sirius XM Hldgs Inc | | 85 |
|
Skechers U S A Inc | | 21,147 |
|
Skyline Med Inc. | | 700 |
|
Skyworks Solutions Inc | | 3,842 |
|
Smith & Wesson Holding Corp | | 1,429 |
|
Sodastream International | | 1,631 |
|
Southern Co | | 8,631 |
|
Southwest Airlines Co | | 135,639 |
|
Spongetech Delivery Sys | | 2 |
|
Sprint Corporation | | 47 |
|
Square Inc | | 6,545 |
|
Starbucks Corp | | 12,006 |
|
Starwood PPTY Trust | | 6,168 |
|
Statoil Asa ADR | | 963 |
|
STL Marketing Group New | | 600 |
|
Stryker Corp | | 3,718 |
|
SunTrust Banks Inc | | 4,553 |
|
Target Corporation | | 2,904 |
|
Taser International Inc | | 12,103 |
|
TCP Capital Corp | | 16,237 |
|
Terra Nitrogen LP | | 7,825 |
|
Tesla Motors Inc | | 57,602 |
|
The Whitewave Foods | | 1,946 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Corporate common stocks—at fair value: | | |
Titan International Inc | | $ | 26,980 |
|
Tonix Pharma Hldgs New | | 1,534 |
|
Toyota Motor CP DR New | | 984 |
|
Travelers Companies Inc | | 12 |
|
TravelZoo Inc New | | 3,348 |
|
Treehouse Foods Inc | | 942 |
|
Tumi Holdings Inc | | 166 |
|
Twitter Inc | | 157,283 |
|
Tyson Foods Inc Class A | | 2,561 |
|
Under Armor Inc CL A | | 8,061 |
|
United Parcel Service B | | 1,953 |
|
United States Steel Corp | | 11,970 |
|
Valero Energy Corp New | | 646 |
|
Vape Holdings Inc | | 1 |
|
Venaxis Inc | | 327 |
|
Verizon Communications | | 13,521.000 |
|
Viggle Inc. New | | 28 |
|
Visa Inc Cl A | | 61,267 |
|
Wal-Mart Stores Inc | | 4,408 |
|
Walt Disney Co | | 468,193 |
|
Wells Fargo & Co New | | 11,851 |
|
Welltower Inc | | 6,389 |
|
Western Lithium USA | | 144 |
|
Weyerhaeuser Co | | 2,249 |
|
Whole Foods Market Inc | | 6,734 |
|
Windstream Hldgs Inc | | 32 |
|
Wynn Resorts | | 6,919 |
|
Youku.com Inc ADR F | | 10,836 |
|
Zoned Properties Inc New | | 7 |
|
Zurich Insurance GP ADRF | | 12,813 |
|
Zynga Inc | | 2,010 |
|
| | |
Total corporate common stocks | | $ | 5,025,594 |
|
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Mutual funds: | | |
American Funds Washington Mutual F-1 | | $ | 10,667 |
|
American Century One Choice 2025 Inv | | 50,614 |
|
American Funds New Economy Fund CL F-1 | | 383 |
|
AMG Yacktman Fund Service Class. | | 7,879 |
|
AMG Yacktman Focused Fund Service Class | | 15,633 |
|
Apollo Investment Corp | | 941 |
|
AQR Emerging Multi Style R6 | | 677 |
|
AQR International Multi Style R6 | | 1,052 |
|
AQR Large Cap Multi Style R6 | | 2,271 |
|
AQR Managed Futures Strategy Fund CL N | | 2,234 |
|
AQR Multi Strategy Alternatives Fund | | 2,367 |
|
Artisan Global Eqty Fd Inv | | 21,189 |
|
Artisan International Fund Inv | | 2,535 |
|
Baron Real Estate Retail Fund | | 1,072 |
|
Blackrock Health Science Oppty Inv A | | 1,004 |
|
Brandes International Small Cap Equity Fund CL A | | 2,315 |
|
Brown Advisory Flex Equity Fund Adv | | 4,255 |
|
Brown Advisory Growth Equity Investor | | 16,563 |
|
Causeway Intl Value Fund CL Inv | | 486 |
|
Champlain Small Company Fund Adv CL | | 2,142 |
|
Clearbridge Aggressive Growth Fund A | | 4,473 |
|
Deutsche Croci Intl Fund CL S | | 2,198 |
|
Deutsche Global Infrastructure Fund | | 1,037 |
|
DFA Emerging Markets Core Equity Port Instl | | 1,365 |
|
DFA Global Real Estate SEC Port | | 1,205 |
|
DFA Intl Core Eqty Port Instl | | 517 |
|
DFA Intl Small Cap Value Port Instl | | 8,934 |
|
DFA Intl Vector Eqty Port Instl | | 1,433 |
|
DFA US Core Equity 2 Port Instl | | 3,146 |
|
DFA US Vector Eqty Port Instl | | 3,453 |
|
DNP Select Income Fund | | 45,769 |
|
Dodge & Cox Intl Stock Fund | | 3,312 |
|
Doubleline Total Return Bond Fund N | | 27,475 |
|
Fidelity Low Priced Stock | | 35,370 |
|
Fidelity Small Cap Discovery | | 4,380 |
|
FMI Large Cap Fund | | 6,082 |
|
Franklin Small Cap Growth Fund CL A | | 1,073 |
|
GAMCO Global Gold Natural | | 9,012 |
|
Glenmede Large Cap Growth Fund | | 37,443 |
|
Harbor Capital Appreciation Fund Investor CL | | 556 |
|
Harbor Capital Appreciation Fund Instl | | 5,186 |
|
JHancock Disciplined Value Mid Cap A | | 19,973 |
|
JP Morgan Value Advantage CL A | | 4,587 |
|
Laudus U.S. Large Cap Growth Fund | | 30,655 |
|
Lazard Intl Strategic Fund | | 3,335 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Mutual funds: | | |
Loomis Sayles Bond Fund CL R | | $ | 1,990 |
|
Maingate MLP Fund CL A | | 961 |
|
Matthews Asia Dividend Fund | | 10,073 |
|
Matthews Japan Fund | | 16,849 |
|
Metropolitan West Total Return BD M | | 1,885 |
|
MFS Global Equity Fund CL A | | 202 |
|
MFS International Value Fund CL A | | 3,165 |
|
Nicholas Fund, Class I | | 11,954 |
|
Oakmark Equity Income Fund I | | 26,518 |
|
Oakmark International Fund I | | 11,260 |
|
Oberwies Intl Oppty Fund | | 2,659 |
|
Pacific Financial Core Eqty FD Inv CL | | 108,501 |
|
Pacific Financial Dynamic Alloc Inv | | 68,537 |
|
Pacific Financial Explorer FD Inv CL | | 104,571 |
|
Pacific Financial Strat Cons Inv | | 8,664 |
|
Pacific Financial Tactical FD Inv CL | | 22,492 |
|
Perkins Global Value Fund Class T | | 9,586 |
|
PIMCO All Asset All Authority Instl | | 3,175 |
|
PIMCO All Asset All Authority CL D | | 240 |
|
Principal Midcap CL A | | 2,301 |
|
Principal Real Estate I | | 584 |
|
Prudential Jennison Health Sciences A | | 46,149 |
|
Ridgeworth Large Cap Value Equity I | | 9,657 |
|
* Schwab AMT Taxfree Money Fund | | 487,000 |
|
* Schwab Core Equity Fund | | 63,259 |
|
* Schwab Dividend Equity Fund | | 75,714 |
|
* Schwab Health Care Fund | | 50,160 |
|
* Schwab Hedged Equity Fund | | 43,328 |
|
* Schwab International Core Equity Fund | | 69,181 |
|
* Schwab Large-Cap Growth | | 45,291 |
|
* Schwab S & P 500 Index Fund - Select S | | 20,921 |
|
* Schwab Short Term Bond Market Index Fund | | 27,525 |
|
* Schwab Small Cap Index Select | | 40,212 |
|
Scout Unconstrained Bond FD CL I | | 1,863 |
|
Seafarer Overseas Growth & Income FD Inv | | 7,978 |
|
T Rowe Price Value Adv | | 4,370 |
|
USAA Tax Exempt Interim Term Fund | | 18,387 |
|
Vanguard Equity Income Fund | | 19,465 |
|
Vanguard Global Equity Fund Investor | | 17,162 |
|
Vanguard Inflation Protected Sec Fund | | 11,225 |
|
Voya Corporate Leaders Trust Fund | | 2,934 |
|
Walthausen Small Cap Value Fund | | 2,736 |
|
Wells Fargo Advantage Discovery A | | 15,155 |
|
Total mutual funds | | $ | 1,904,087 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2015
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Preferred Stock: | | |
Gabelli Equity Trust Inc. | | $ | 5,383 |
|
Total preferred stock funds | | $ | 5,383 |
|
| | |
Unit Trust: | | |
Barclays Bank PLC iPath ETN | | $ | 51,979 |
|
EGShares Beyond BRIC’sETF | | 10,875 |
|
ETFS Physical Silver Tr | | 678 |
|
Global X Greece ETF | | 119 |
|
iShares China Large Cap Fund | | 12,140 |
|
iShares Core High Dividend Equity Fund | | 131,551 |
|
iShares Core US Aggregate Bond ETF | | 135,229 |
|
iShares Currency Hedged MSCI EAFE | | 102,362 |
|
iShares Emerging Markets Local Currency Bond ETF | | 13,223 |
|
iShares Enhanced US Large-Cap ETF | | 111,697 |
|
iShares Enhanced US Small-Cap ETF | | 132,297 |
|
iShares Enhanced Short Maturity Bonds ETF | | 190,626 |
|
iShares Enhanced Commodities Select Strategy ETF | | 10,352 |
|
iShares Emerging Markets Currency Hedged MSCI ETF | | 69,460 |
|
iShares Floating Rate Note Fund | | 81,259 |
|
iShares Gold Trust Fund | | 26,291 |
|
iShares iBoxx $ High Yield Corporate Bond Fund | | 118,694 |
|
iShares iBoxx $ Investment Grade Corporate Bond Fund | | 158,360 |
|
iShares Intermediate Credit Bond ETF | | 240,844 |
|
iShares International Select Dividend Index Fund | | 75,909 |
|
iShares JP Morgan Emerging Markets Bond Fund | | 113,502 |
|
iShares MSCI EAFE Minimum Volatility ETF | | 113,198 |
|
iShares MSCI Emerging Markets ETF | | 16,095 |
|
iShares MSCI Emerging Markets Minimum Volatility ETF | | 79,754 |
|
iShares MSCI Germany Index Fund | | 26,661 |
|
iShares MSCI Hong Kong Index Fund | | 13,715 |
|
iShares MSCI Japan Index Fund | | 27,864 |
|
iShares MSCI USA Minimum Volatility ETF | | 180,746 |
|
iShares Russell Midcap Index Fund | | 78,008 |
|
iShares Russell 1000 Growth Index Fund | | 176,776 |
|
iShares Russell 2000 Index Fund | | 13,852 |
|
iShares Select Dividend Index Fund | | 86,949 |
|
iShares Silver Trust | | 989 |
|
iShares S&P US Preferred Stock Index Fund | | 134,732 |
|
iShares 20+ Year Treasury Bond Fund (JP Morgan) | | 13,626 |
|
iShares 7-10 Year Treasury (Barclays) | | 45,720 |
|
PowerShares QQQ Trust, Series 1 ETF | | 120,809 |
|
PowerShares S & P 500 Low Volatility ETF | | 30,779 |
|
ProShares Ultra Fund | | 10,854 |
|
| | (Continued) |
|
BROWN & BROWN, INC. EMPLOYEE SAVINGS PLAN AND TRUST
SCHEDULE H, PART IV, Line 4i- SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
EIN #59-0864469 PLAN #002
DECEMBER 31, 2014
|
| | | | |
Identity and Description of Issues | | Current Value |
Personal choice retirement account (continued): | | |
Unit Trust: | | |
ProShares Ultra Dow 30 Fund | | $ | 12,915 |
|
ProShares Ultra NASDAQ Fund | | 92,937 |
|
ProShares Ultra DJ New UBS Crude Oil Index Fund | | 75 |
|
ProShares Ultra Final NE | | 10,668 |
|
* Schwab US Aggregate Bond ETF | | 206 |
|
* Schwab US Broad Market ETF | | 17,091 |
|
* Schwab US Dividend Equity ETF | | 310 |
|
* Schwab US Large-Cap Growth ETF | | 265 |
|
* Schwab US Large-Cap Value ETF | | 298 |
|
* Schwab US Mid-Cap ETF | | 41 |
|
* Schwab US REIT ETF | | 9,592 |
|
SPDR Barclays Short Term Corp Bond ETF | | 27,208 |
|
SPDR Gold Shares | | 54,585 |
|
SPDR S&P Dividend ETF | | 15,857 |
|
SPDR S&P 400 Mid Cap Growth ETF | | 1,531 |
|
SPDR S&P 400 Mid Cap Value ETF | | 988 |
|
SPDR S&P 500 ETF | | 96,612 |
|
SPDR S&P 600 Small Cap Value ETF | | 1,022 |
|
Vanguard Dividend Appreciation ETF | | 35,070 |
|
Vanguard FTSE Developed Markets ETF | | 39,951 |
|
Vanguard FTSE Emerging Markets ETF | | 23,093 |
|
Vanguard Global Ex-US Real Estate ETF | | 38,683 |
|
Vanguard Intermediate Term Corp Bond Fund ETF | | 13,538 |
|
Vanguard REIT ETF | | 15,388 |
|
Vanguard Small Cap Value ETF | | 5,471 |
|
Vanguard Total International Bond ETF | | 128,498 |
|
Vanguard Total Stock Market ETF | | 76,348 |
|
WisdomTree Japan Hedged Equity ETF | | 25,391 |
|
WisdomTree SmallCap Dividend | | 5,617 |
|
Total unit trust funds | | $ | 3,707,823 |
|
| | |
Total personal choice retirement account | | $ | 12,361,085 |
|
* Notes Receivables from participants - Various maturities, interest rates from 4.25% to 9.25% | | $ | 10,311,371 |
|
TOTAL ASSETS HELD FOR INVESTMENT | | $ | 462,421,192 |
|
| |
* | A party-in-interest (Note 5). |
Cost information is not required to be provided as these investments are participant-directed.
(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 24, 2016 | By: | /S/ JAMES LANNI |
| | James Lanni |
| | Director of Taxation |
EXHIBIT INDEX
|
| |
| |
Exhibit | Document |
| |
23 | Consent of Independent Registered Public Accounting Firm |
| |
99.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be “filed” with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that such Certification be incorporated by reference into a filing under the Securities Act of 1934, as amended, or the Exchange Act of 1933, as amended. |
| |
99.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be “filed” with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that such Certification be incorporated by reference into a filing under the Securities Act of 1934, as amended, or the Exchange Act of 1933, as amended. |