01—Abstract
Summary
Summary of the 10-K/A filed February 29, 2016. Cited figures are marked; the original filing is the authoritative source.
This document is Amendment No. 1 on Form 10-K/A to Brown & Brown, Inc.'s (NYSE: BRO) annual report for the fiscal year ended December 31, 2015.
It contains no financial statements, operating results, risk factors, or business discussion. Per the explanatory note, the company filed the original 2015 Form 10-K on February 25, 2016. This amendment's sole purpose is to replace an earlier version of the auditor's consent (Exhibit 23) that was inadvertently filed due to a clerical error.
The amendment also includes new CEO and CFO certifications under Rule 12b-15. The filing confirms basic registrant details: Florida incorporation, headquarters in Daytona Beach, FL, a large accelerated filer and well-known seasoned issuer status, and 138,616,818 common shares outstanding as of February 22, 2016. The aggregate market value of non-affiliate common stock was $3,818,857,004a as of June 30, 2015.
The note states that no other changes were made to the 2015 Form 10-K and that the amendment should be read alongside it. For investors, this amendment carries no new financial or investment information. Any analysis of Brown & Brown's 2015 performance, balance sheet, or strategy requires the original 2015 Form 10-K filed February 25, 2016, which this document incorporates by reference rather than restating.
02—Key points
Key Highlights
- Document type: Form 10-K/A (Amendment No. 1) for fiscal year ended December 31, 2015; it contains no financial statements or operating data.
- Sole purpose: to replace an inadvertently filed, clerically erroneous auditor consent (Exhibit 23) from the original 2015 Form 10-K filed February 25, 2016.
- Also includes new CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2) filed under Rule 12b-15.
- No changes were made to the financial or other information in the original 2015 Form 10-K, and the amendment does not reflect subsequent events.
- Shares outstanding: 138,616,818 common shares ($0.10 par value) as of February 22, 2016.
- Non-affiliate public float: $3,818,857,004 as of June 30, 2015; company is a large accelerated filer and well-known seasoned issuer listed on the NYSE.
- Part III information (executive compensation, governance) is incorporated by reference from the 2016 Proxy Statement.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2015filed February 29, 2016Financial Statements
FY2015 against FY2014
| Line item | FY2015FY2014 | Change |
|---|---|---|
| Revenue | $1.66B$1.58B | +5.4% |
| Operating Expenses | $1.26B$1.24B | +1.8% |
| Interest Expense | $39.25M$28.41M | +38.2% |
| Net Income | $243.32M$206.90M | +17.6% |
| EPS (Basic) | $0.86$0.71 | +20.3% |
| EPS (Diluted) | $0.85$0.70 | +20.6% |
| Shares Outstanding (Basic) | 275.62M281.89M | −2.2% |
| Shares Outstanding (Diluted) | 280.22M285.78M | −1.9% |
05—Questions
Frequently Asked Questions
Does this 10-K/A contain new financial results for Brown & Brown in 2015?
No. The amendment only files a replacement auditor consent and new officer certifications. It does not modify or restate any financial or operating information, and investors should refer to the original 2015 Form 10-K filed February 25, 2016 for results.
Why was this amendment filed?
An earlier version of the consent from Deloitte & Touche LLP was filed as Exhibit 23 of the original 2015 Form 10-K due to a clerical filing error. Amendment No. 1 substitutes the correct consent. The explanatory note states that no other changes were made.
Does the amendment change any of the company's disclosures or reported figures?
No. The explanatory note explicitly states that the amendment does not modify, amend, or update any financial or other information in the 2015 Form 10-K and does not reflect events after February 25, 2016.
Where can investors find executive compensation and governance details for 2016?
Those items are incorporated by reference from Brown & Brown's Proxy Statement for the 2016 Annual Meeting of Shareholders, not included in this filing.
06—Continue