01—Abstract
Summary
Summary of the 10-K/A filed October 27, 2010. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A (Amendment No. 1) from Broadridge Financial Solutions, Inc. for the fiscal year ended June 30, 2010, was filed on October 27, 2010 to amend the Original Filing made with the SEC on August 12, 2010.
The amendment does not update financial results or disclosures beyond its stated scope, and it does not reflect any events after the Original Filing date. Its stated purposes are to replace Exhibit 10.23, the Amendment, Assignment and Assumption Agreement dated June 25, 2010 relating to the Penson Financial Services transaction, with a version whose confidential exhibit has been redacted under a confidential treatment request, and to add several compensation plan documents that were amended to comply with Section 409A of the Internal Revenue Code. The compensation exhibits added include the Amendment Number One to the Change in Control Severance Plan for Corporate Officers, the Amended and Restated Supplemental Officers Retirement Plan, Change in Control Enhancement Agreement amendments for Richard J.
Daly and John Hogan, the 2009 Director Deferred Compensation Plan, and the Supplemental Executive Retirement Plan. The filing also includes new certifications from the Chief Executive Officer and Chief Financial Officer under Sections 302 of the Sarbanes-Oxley Act of 2002. The cover page reports 126,733,539 shares of common stock outstanding as of July 30, 2010, and an aggregate non-affiliate market value of approximately $3,036,389,271a as of December 31, 2009.
For investors, this amendment is primarily administrative. It contains no new financial statements, operating results, or business updates, and readers should refer to the Original Filing for the company's financial and operating information.
02—Key points
Key Highlights
- Amends the Form 10-K for the fiscal year ended June 30, 2010, originally filed August 12, 2010.
- Replaces Exhibit 10.23, the Amendment, Assignment and Assumption Agreement dated June 25, 2010 with SAI Holdings, Inc., Penson Financial Services, Inc. and related parties, with a version in which a confidential exhibit is redacted.
- Adds six compensation plan documents amended to comply with Section 409A of the Internal Revenue Code (Exhibits 10.26 through 10.31).
- Includes amended Change in Control Enhancement Agreements for Richard J. Daly and John Hogan, both effective December 31, 2008.
- Adds the 2009 Director Deferred Compensation Plan and the Supplemental Executive Retirement Plan.
- Reports 126,733,539 shares of common stock outstanding as of July 30, 2010, excluding 19,185,386 treasury shares.
- States that no other disclosures or exhibits from the Original Filing were modified and that no subsequent events are reflected.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2010, Broadridge Financial Solutions kept $0.09.
- Revenue$2.21B100.0%
- Cost of revenue−$1.62B73.2%
- Gross profit$592.8M26.8%
- Operating costs−$250.7M11.3%
- Operating income$342.1M15.5%
- Interest, other & tax−$152.1M6.9%
- Net income$190.0M8.6%
Where FY2010 revenue went
$2.21B- Cost of revenue: $1.62B, 73% of revenue
- Net income: $190.0M, 8.6% of revenue
- SG&A: $241.6M, 11% of revenue
- Interest, other & tax: $152.1M, 6.9% of revenue
Kept 8.6% as net incomeNet income $190.0M · 8.6%
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2010filed October 27, 2010Financial Statements
FY2010 against FY2009
| Line item | FY2010FY2009 | Change |
|---|---|---|
| Revenue | $2.21B$2.07B | +6.6% |
| Cost of Revenue | $1.62B$1.51B | +7.0% |
| Gross Profit | $592.80M$562.90M | +5.3% |
| SG&A Expenses | $241.60M$212.90M | +13.5% |
| Operating Expenses | $1.87B$1.73B | +8.1% |
| Operating Income | $342.10M$346.00M | −1.1% |
| Net Income | $190.00M$223.30M | −14.9% |
| EPS (Basic) | $1.40$1.60 | −12.5% |
| EPS (Diluted) | $1.37$1.58 | −13.3% |
| Shares Outstanding (Basic) | 135.90M140.00M | −2.9% |
| Shares Outstanding (Diluted) | 139.10M141.60M | −1.8% |
05—Questions
Frequently Asked Questions
Does this amendment change Broadridge's financial results for fiscal 2010?
No. The filing states that no modification or update is made to any other disclosures or exhibits in the Original Filing, and it does not reflect events after August 12, 2010. Its changes are limited to the replaced Exhibit 10.23 and the added compensation plan exhibits.
Why was Exhibit 10.23 replaced?
The replacement adds an exhibit to the Amendment, Assignment and Assumption Agreement that had been omitted under Item 601(b)(2) of Regulation S-K. The version filed with this amendment is redacted under a request for confidential treatment.
What compensation plan documents were added by this amendment?
The amendment adds Exhibits 10.26 through 10.31, which include amendments to the Change in Control Severance Plan for Corporate Officers and the Change in Control Enhancement Agreements for Richard J. Daly and John Hogan, an amended and restated Supplemental Officers Retirement Plan, the 2009 Director Deferred Compensation Plan, and the Supplemental Executive Retirement Plan. The filing states these were amended to comply with Section 409A of the Internal Revenue Code.
How many Broadridge shares were outstanding?
As of July 30, 2010, there were 126,733,539 shares of common stock outstanding, excluding 19,185,386 shares held in treasury, with a par value of $0.01 per share.
06—Continue