UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From _________ To ________. Commission file number 0-7201. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: BROWN & BROWN, INC. 220 SOUTH RIDGEWOOD AVENUE DAYTONA BEACH, FLORIDA 32115 <PAGE ii> FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST CONTENTS 												Page ____ REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS			 	 1 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999 AND 1998								 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999					 3 NOTES TO FINANCIAL STATEMENTS							 4 SUPPLEMENTAL SCHEDULE: 	SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF 	 DECEMBER 31, 1999								 9 SIGNATURE											 12 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS		 	 13 <PAGE 1> REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Trustees of the Brown & Brown, Inc. Employees' Savings Plan and Trust: We have audited the accompanying statements of net assets available for benefits of the Brown & Brown, Inc. Employees' Savings Plan and Trust (formerly Poe & Brown, Inc. Employees' Savings Plan and Trust) as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements and the supplemental schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /S/ ARTHUR ANDERSEN LLP Tampa, Florida, May 26, 2000 <PAGE 2> BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST _____________________________________________________ STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS _______________________________________________ AS OF DECEMBER 31, 1999 AND 1998 ________________________________ 1999 1998 ____ ____ CASH $ 137,244 $ 33,066 INVESTMENTS (Notes 2, 3 and 4): Participant directed, at fair value- Money market fund 608,488 335,554 Common/collective trust funds 36,752,693 30,001,276 Employer common stock 12,139,034 10,712,730 Participant loans 1,675,674 1,698,578 Participant directed, at contract value- Pooled separate account 5,570,092 4,900,519 Self-directed investments, at fair value- Personal choice retirement account 571,211 368,058 ___________ ___________ Total investments 57,317,192 48,016,715 ___________ ___________ EMPLOYER CONTRIBUTIONS RECEIVABLE 1,029,914 893,785 ___________ ___________ NET ASSETS AVAILABLE FOR BENEFITS $58,484,350 $48,943,566 =========== =========== The accompanying notes are an integral part of these statements. <PAGE 3> BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST _____________________________________________________ STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS _________________________________________________________ FOR THE YEAR ENDED DECEMBER 31, 1999 ____________________________________ ADDITIONS: Interest and dividends $ 442,740 Dividends on employer common stock 147,345 Net realized and unrealized appreciation in fair value of investments 6,604,557 Participant contributions 4,593,992 Employer contributions 2,324,843 ___________ Total additions 14,113,477 ___________ DEDUCTIONS: Benefits paid to participants 4,562,342 Administrative expenses 10,351 ___________ Total deductions 4,572,693 ___________ NET INCREASE 9,540,784 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 48,943,566 ___________ NET ASSETS AVAILABLE FOR BENEFITS, end of year $58,484,350 =========== The accompanying notes are an integral part of this statement. <PAGE 4> BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN & TRUST NOTES TO FINANICAL STATMEMENTS DECEMBER 31, 1999 AND 1998 1. PLAN DESCRIPTION ________________ GENERAL The Brown & Brown, Inc. Employees' Savings Plan and Trust (formerly Poe & Brown, Inc. Employees' Savings Plan and Trust) (the Plan), established effective January 1, 1985, and as amended and restated effective January 1, 1997, is a defined contribution plan under which substantially all employees who are at least age 18 and who have completed 30 continuous days of service are eligible to participate. The Plan is intended to assist Brown & Brown, Inc. and its subsidiaries (the Employer) in its efforts to attract and retain competent employees by enabling eligible employees to share in the profits of the Employer and to supplement retirement income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). BENEFITS PAID 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 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. ADMINISTRATION The Plan is administered by the 401(k) Plan Employee Benefits Administrative Committee (the Committee), which has been appointed by the Board of Directors (the Board) of the Employer. Information about the plan agreement, such as provisions for allocations to participants' accounts, vesting, benefits and withdrawals, is contained in the Summary Plan Description. Copies of this document are available from the Committee. Diversified Investment Advisors, Inc. (Diversified) has been appointed as the recordkeeper of the Plan, and Investors Bank and Trust Company of Boston, Massachusetts (the Trustee), has been appointed as the trustee of the Plan. ADMINISTRATIVE EXPENSES All investment-related expenses for the years ended December 31, 1999 and 1998, were charged against plan earnings. Substantially all other expenses were paid by the Employer. CONTRIBUTIONS Participants may elect to defer, subject to certain limitations, from 1 percent to 15 percent of annual compensation as contributions to the Plan. The Employer makes matching contributions to the Plan of 100 percent of each contributing participant's deferred contribution, but no more than 2.5 percent of each participant's salary. The Plan permits the Board of the Employer to authorize optional contributions <PAGE 5> allocated to participants based on salary. During the year ended December 31,1999, the Board authorized an optional profit sharing contribution of 1.5 percent of salary for all participants. VESTING Participants employed prior to October 1, 1996, are 100 percent vested in their entire account balance at all times. Participants employed on or after October 1, 1996, are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the employer matching contributions and profit sharing contributions are based on years of credited service and are subject to the following vesting schedule: Years of Vested Credited Service Interest ________________ _________ 1 20% 2 40% 3 60% 4 80% 5 or more 100% 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 percent 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 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from the net assets available for benefits during the reporting period. 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. VALUATION OF INVESTMENTS DIVERSIFIED INVESTMENTS -- The fair value of the participation units in Diversified investments (excluding the Diversified Stable Five Fund) is based on the quoted redemption value of the units from Diversified on the last business day of the year. <PAGE 6> EMPLOYER COMMON STOCK -- This investment consists of the Employer's common stock, which is valued at the last reported sale price as reported on the New York Stock Exchange. DIVERSIFIED STABLE FIVE FUND -- As of December 31, 1999 and 1998, the contract value of this fund approximated its fair value. CHARLES SCHWAB & CO. PERSONAL CHOICE RETIREMENT ACCOUNT (see Note 3) -- As of December 31, 1999 and 1998, the fair value of the stocks, bonds and mutual funds held in the participant's account are based on quoted market prices of the investments held. The fair value of individual investments that represent 5 percent or more of the Plan's net assets available for benefits as of December 31, 1999 and 1998, are summarized as follows: 1999 1998 ____ ____ Employer common stock $12,139,034 $10,712,730 Diversified Stable Five Fund 5,570,092 4,900,519 Diversified Balanced Fund 7,796,604 7,377,078 Diversified Stock Index Fund 6,398,977 4,721,443 Diversified Equity Value Fund 7,245,445 8,810,225 Diversified Special Equity Fund 5,318,499 5,031,815 During the year ended December 31, 1999, the Plan's investments appreciated in fair value as follows: Amount ______ Common/collective trust funds $6,369,094 Personal choice retirement account: Mutual funds 30,497 Common stock 204,966 __________ Total realized/unrealized appreciation in value of investments $6,604,557 ========== NEW ACCOUNTING PRONOUNCEMENT The Accounting Standards Executive Committee issued Statement of Position 99-3, "Accounting For and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters" (SOP 99-3), which eliminates the requirement for a defined contribution plan to disclose participant-directed investment options. SOP 99-3 was adopted for the 1999 financial statements, and, as such, the 1998 financial statements have been reclassified to eliminate the participant-directed investment option disclosures. <PAGE 7> 3. INVESTMENT PROGRAMS ____________________ FUND OPTIONS As of December 31, 1999 and 1998, contributions to the Plan are invested in one or more of 17 separate investment fund options at the direction of each participant. The fund options are: (1) Diversified Stable Five Fund; (2) Diversified Short Horizon Fund; (3) Diversified Government/Corporate Bond Fund; (4) Diversified Balanced Fund; (5) Diversified Stock Index Fund; (6) Diversified Aggressive Equity Fund; (7) Diversified Equity Value Fund; (8) Diversified Special Equity Fund; (9) Diversified International Equity Fund; (10) Diversified Intermediate/Long Horizon Fund; (11) Employer Common Stock; (12) Diversified Money Market Fund; (13) Diversified Quality Bond Fund; (14) Diversified High Yield Bond Fund; (15) Diversified Intermediate Horizon Fund; (16) Diversified Equity Growth Fund; and (17) Diversified Growth and Income Fund. The Plan also allows its participants to invest in the Charles Schwab & Co. Personal Choice Retirement Account, which allows each participant to self-direct their money into a full range of investment options, including individual stocks and bonds, as well as allowing access to over 800 mutual funds. In the accompanying statements of net assets available for benefits as of December 31, 1999 and 1998, one investment is aggregated for presentation purposes. The Diversified Quality Bond Fund, Diversified High Yield Bond Fund, Diversified Government/Corporate Bond Fund, Diversified Short Horizon Fund, Diversified Intermediate Horizon Fund, Diversified Intermediate/Long Horizon Fund, Diversified Balanced Fund, Diversified Stock Index Fund, Diversified Aggressive Equity Fund, Diversified Equity Growth Fund, Diversified Growth and Income Fund, Diversified Equity Value Fund, Diversified Special Equity Fund and Diversified International Equity Fund are aggregated into the Common/Collective Trust Funds in the accompanying statements of net assets available for benefits. The remaining options are shown individually in the accompanying statements of net assets available for benefits. The Charles Schwab & Co. Personal Choice Retirement Account is presented as self-directed investments in the accompanying statements of net assets available for benefits. DIVERSIFIED STABLE FIVE FUND Diversified manages a guaranteed pooled separate account of AUSA Life Insurance Company called the Stable Five Fund. The crediting interest rate is effective for a twelve-month interest crediting period and is set annually. The crediting interest rate is determined based on (i) the projected market yield-to- maturity of the market value of assets, net of expenses, (ii) the timing and amounts of deposits, transfers and withdrawals expected to be made during the interest crediting period, and (iii) the amortization of the difference between the fair value of Pooled Account No. 24 and the balance of the Stable Five Fund. The crediting interest rate for this Diversified account for the years ended December 31, 1999 and 1998, was 6.15 percent and 7.00 percent, respectively. The average yield for this Diversified account for the years ended December 31, 1999 and 1998, was 6.90 percent and 6.10 percent, respectively. <PAGE 8> 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. General expenses of the Plan not attributable to any particular fund shall be allocated among participants' accounts in proportion to the value of each account, taking into consideration the participant's contributions and distributions. PARTICIPANT LOANS A participant may, with the approval of the Committee, 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 percent of the participant's vested account balance. Participants may not have more than two loans outstanding at any time. Loans, which are repayable monthly over periods generally up to 5 years, are collateralized by notes and by a security interest in the borrower's vested account balance. The loans bear interest at the rate of prime plus 1 percent, determined at the time the loan is approved. 4. PARTY-IN-INTEREST TRANSACTIONS ______________________________ All of the Plan's Diversified investments are managed by the recordkeeper, a party-in-interest. 5. FEDERAL INCOME TAX STATUS _________________________ The Plan obtained its latest determination letter on February 26, 1996, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended and restated since receiving the determination letter. However, the Plan's management believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. SUPPLEMENTAL SCHEDULE _____________________ The following supplemental schedule of assets held for investment is included as a required schedule under ERISA. <PAGE 9> SCHEDULE I Page 1 of 3 BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST _____________________________________________________ SCHEDULE OF ASSETS HELD FOR INVESTMENT ______________________________________ AS OF DECEMBER 31, 1999 _______________________ Identity and Description of Issues Fair Value __________________________________ __________ Participant directed: Money market- Diversified Money Market Fund* $ 608,488 _____________ Common/collective trusts- Diversified Equity Growth Fund* 2,025,578 Diversified Short Horizon Fund* 1,780 Diversified Government/Corporate Bond Fund* 498,074 Diversified Balanced Fund* 7,796,604 Diversified Growth and Income Fund* 2,464,943 Diversified Stock Index Fund* 6,398,977 Diversified Aggressive Equity Fund* 2,327,145 Diversified Equity Value Fund* 7,245,445 Diversified Quality Bond Fund* 340,020 Diversified High Yield Bond Fund* 268,937 Diversified Special Equity Fund* 5,318,499 Diversified International Equity Fund* 1,951,372 Diversified Intermediate Horizon Fund* 43,900 Diversified Intermediate/Long Horizon Fund* 71,419 ______________ Total common/collective trusts 36,752,693 ______________ Employer common stock 12,139,034 ______________ Participant loans (bearing interest at rates ranging between 7 percent and 11 percent) 1,675,674 ______________ Pooled separate account- Diversified Stable Five Fund - Pooled Account of the AUSA Life Insurance Company, Inc.* 5,570,092 ______________ Self-directed: Personal choice retirement account- Money market fund- Schwab Money Market Fund 45,615 Mutual funds- Janus Worldwide Fund 6,633 Monument Internet Fund 2,241 Vanguard Primecap Fund 7,618 <PAGE 10> SCHEDULE I Page 2 of 3 BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST _____________________________________________________ SCHEDULE OF ASSETS HELD FOR INVESTMENT ______________________________________ AS OF DECEMBER 31, 1999 _______________________ Identity and Description of Issues Fair Value __________________________________ ___________ Personal choice retirement account (continued)- Corporate common stocks- AT&T Corporation 970 Adaptec Inc. 3,491 Adobe Systems, Inc. 6,725 Amazon Com Inc. 7,613 America Online Inc. Del 39,227 American International Group, Inc. 15,217 Applied Micro Circuits 12,725 Ask Jeeves, Inc. 11,294 Atmel Corporation 5,321 Calif Amplifier Inc. 5,657 Check Pt. Software Tech 6,956 Cisco Systems, Inc. 21,961 Compaq Computer Corporation 6,800 Comverse Technology 7,238 Dell Computer Corporation 21,573 Echostar Communication Cp Cl 7,800 Gemstar International Group Ltd. 17,955 General Electric Company 3,095 Harris Corporation 109 Intel Corporate 1,318 International Business Machines 432 Iomega Corporation 1,501 Jds Uniphase Corporation 18,067 Lam Research Corporation 4,463 Lanier Worldwide Inc. 16 Medimmune, Inc. 11,611 Merck and Company Inc. 14,260 Mercury Interactive Corporation 5,937 Microsoft Corporation 35,025 Nabors Industries, Inc. 6,188 Network Appliances, Inc. 22,925 Nextel Communications 4,125 Nokia Corporation Sponsor Adr 6,687 PMC Sierra Inc. 11,222 Pfizer 9,788 Photon Dynamics Inc. 7,556 <PAGE 11> SCHEDULE I Page 3 of 3 BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST _____________________________________________________ SCHEDULE OF ASSETS HELD FOR INVESTMENT ______________________________________ AS OF DECEMBER 31, 1999 _______________________ Identity and Description of Issues Fair Value __________________________________ __________ Personal choice retirement account (continued)- Corporate common stocks (continued)- Power Integrations Inc. 6,903 Powerwave Tech Inc. 3,503 QLT Phototherapeutics 4,700 Qlogic Corporation 9,593 Qualcomm Inc. 21,135 RF Micro Devices, Inc. 15,056 Rowand Companies 8,675 Sprint Corporation 16,897 Sprint PCS Group 2,050 Sun Microsystems, Inc. 15,177 Transwitch Corporation 5,079 Verisign, Inc. 21,385 Wal-Mart Stores, Inc. 6,919 Worldcom, Inc. 3,183 Xilinx, Inc. 6,001 Total personal choice retirement account 571,211 ___________ Total investments $57,317,192 =========== *Managed by the recordkeeper, a party-in-interest (Note 4). The preceding notes are an integral part of this schedule. <PAGE 12> Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee and other persons who administer the Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST By: BROWN & BROWN, INC. /S/ THOMAS M. DONEGAN, JR. By:________________________________ Thomas M. Donegan, Jr. Vice President <PAGE 13> CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference of our report, dated May 26, 2000, included in this Form 11-K, into the Company's previously filed Registration Statement File No. 33-1900, dated November 27, 1985, as amended by Post Effective Amendment No. 1, dated December 2, 1992. /S/ ARTHUR ANDERSEN LLP Tampa, Florida, June 16, 2000