Form 8-K

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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gl7ttnse/FYQbVwVbFSgZ+SvJX64KJ1ghMsCxElDLshKqoW+l2zFU+hqoqTkcpb7 F3ZFj7NnXdr42sw3dB4Pwg== 0001193125-08-179392.txt : 20080815 0001193125-08-179392.hdr.sgml : 20080814 20080815164150 ACCESSION NUMBER: 0001193125-08-179392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080815 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080815 DATE AS OF CHANGE: 20080815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADRIDGE FINANCIAL SOLUTIONS, INC. CENTRAL INDEX KEY: 0001383312 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33220 FILM NUMBER: 081023322 BUSINESS ADDRESS: STREET 1: 1981 MARCUS AVENUE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 516-472-5400 MAIL ADDRESS: STREET 1: 1981 MARCUS AVENUE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: BROADRIDGE FINANCIAL SOLUTIONS, LLC DATE OF NAME CHANGE: 20070126 FORMER COMPANY: FORMER CONFORMED NAME: BSG LLC DATE OF NAME CHANGE: 20061212 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2008

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)


001-33220		33-1151291
(Commission file number)		(I.R.S. Employer Identification No.)

1981 Marcus Avenue

Lake Success, New York 11042

(Address of principal executive offices)

Registrant’s telephone number, including area code: (516) 472-5400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition.

On August 15, 2008, Broadridge Financial Solutions, Inc. (the “Company”) posted key statistics of its Investor Communication Solutions, Securities Processing Solutions and Clearing and Outsourcing Solutions businesses for the fiscal quarter and fiscal year ended June 30, 2008 on the Company’s website at www.broadridge.com in the Investor Relations section. A copy of the statistics is attached hereto as Exhibit 99.1.

Item 7.01

Regulation FD Disclosure.

On August 15, 2008, the Company posted the services definitions referenced in the Investor Communication Solutions statistics included in Exhibit 99.1 hereto on the Company’s website at www.broadridge.com in the Investor Relations section. A copy of the definitions is attached hereto as Exhibit 99.2.

The information furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:


Exhibit No.		Description

99.1		Key Statistics for the Fiscal Quarter and Fiscal Year ended June 30, 2008

99.2		Investor Communication Solutions Segment-Services Definitions

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 15, 2008


BROADRIDGE FINANCIAL SOLUTIONS, INC.

By:		/s/ Dan Sheldon
		Name: Dan Sheldon Title: Vice President, Chief Financial Officer

EX-99.1 2 dex991.htm KEY STATISTICS FOR THE FISCAL QUARTER & FISCAL YEAR ENDED JUNE 30, 2008 Key Statistics for the Fiscal Quarter & Fiscal Year ended June 30, 2008

Exhibit 99.1

Broadridge Financial Solutions, Inc.

Investor Communication Solutions

Key Statistics

(volume and $ in millions)

4Q07

4Q08

FY07

FY08

Type

Proxy

Equities

328.5

333.5

478.1

465.2

Stock Record Position Growth

Pieces

205.3

216.6

289.9

297.8

Mutual Funds

51.7

60.5

147.9

175.9

Pieces

42.0

68.0

127.3

176.6

Contests/Specials

25.5

13.1

64.4

35.7

Pieces

11.2

7.9

31.9

21.1

Total Proxy

405.7

407.1

690.4

676.8

Total Pieces

258.5

292.5

449.1

495.5

Interims

Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses)

46.8

54.6

184.6

214.3

Position Growth

Pieces

100.6

102.3

366.3

401.1

Mutual Funds (Supplemental Prospectuses) & Other

42.1

31.0

155.2

164.7

Pieces

86.7

60.2

332.8

301.3

Total Interims

88.9

85.6

339.8

379.0

Total Pieces

187.3

162.5

699.1

702.4

Transaction Reporting

63.9

70.3

283.7

276.3

Fulfillment

Post-Sale Fulfillment

32.6

36.6

118.6

135.4

Pre-Sale Fulfillment

13.0

12.4

51.2

49.1

Total Fulfillment

45.6

49.0

169.8

184.5

Other Communications

Other (1)

15.3

18.0

68.5

58.6

Total Net Revenue - Non-GAAP (2)

619.4

630.0

1,552.2

1,575.2

Transfer price adjustment

—

2.0

—

Total Net Revenue as reported - GAAP (2)

619.4

630.0

1,554.2

1,575.2

Distribution Fees % of Total Net Revenue- Non-GAAP

52.1

48.9

52.8

51.3

(1)

Other includes pieces of 2.5M for 4Q08 and 3.4M for 4Q07, 12.6M for FY08 and 18.6M for FY07 primarily related to corporate actions.

(2)

Revenue numbers include distribution fees.

Management believes that certain Non-GAAP (generally accepted accounting principles) measures, when presented in conjunction with comparable GAAP measures provide investors a more complete understanding of Broadridge’s underlying operational results. These Non-GAAP measures are indicators that management uses to provide additional meaningful comparisons between current results and prior reported results, and as a basis for planning and forecasting for future periods. These measures should be considered in addition to and not a substitute for the measures of financial performance prepared in accordance with GAAP.

Broadridge Financial Solutions, Inc.

Securities Processing Solutions

Key Statistics

($ in millions)

4Q07

4Q08

FY07

FY08

Type

Equity

Transaction-Based

Equity Trades

65.3

66.5

262.9

261.5

Trade Volume (Average Trades per Day in ‘000)

2,452

2,422

2,195

2,481

Non-Transaction

Other Equity Services

47.0

46.3

172.9

177.2

Total Equity

112.3

112.8

435.8

438.7

Fixed Income

Transaction-Based

Fixed Income Trades

12.2

13.3

45.2

51.1

Trade Volume (Average Trades per Day in ‘000)

211

266

195

237

Non-Transaction

Other Fixed Income Services

6.4

7.3

22.9

24.6

Total Fixed Income

18.6

20.6

68.1

75.7

Total Net Revenue - Non-GAAP

130.9

133.4

503.9

514.4

Transfer price adjustment

—

6.0

—

Total Net Revenue as reported - GAAP

130.9

133.4

509.9

514.4

Broadridge Financial Solutions, Inc.

Clearing and Outsourcing Solutions

Key Statistics

($ in millions)


		4Q07		4Q08		FY07		FY08			Type
Clearing	Net Interest Income (1)	$	8.0	$	5.4	$	30.9	$	27.1		RC
	Average Margin Debits	$	739.8	$	830.2	$	687.7	$	898.3
	Clearing Fees/Other	$	11.4	$	13.2	$	39.4	$	49.6		RC
	Trade Volume (Average Trades per Day in ‘000)		60.5		49.0		33.6		47.5
Outsourcing	Outsourcing	$	6.2	$	4.9	$	23.5	$	19.1		RC
	# of Clients		4		5		4		5	(2)
	Total Net Revenue - Non-GAAP	$	25.6	$	23.5	$	93.8	$	95.8
	Transfer price adjustment		—		—		—		—

	Total Net Revenue as reported - GAAP	$	25.6	$	23.5	$	93.8	$	95.8

(1)

Referred to as “Margin Revenues” in Key Statistics prior to 3Q08.

(2)

Currently record E*Trade and E*Trade Canada as one client. Previously recorded as two separate clients in 1Q08 and 2Q08.

EX-99.2 3 dex992.htm INVESTOR COMMUNICATION SOLUTIONS SEGMENT-SERVICES DEFINITIONS Investor Communication Solutions Segment-Services Definitions

Exhibit 99.2

Broadridge Financial Solutions, Inc.

Investor Communication Solutions Segment - Services Definitions

Services:

Proxy

Equities - Refers to the proxy services we provide in connection with annual stockholder meetings for publicly traded corporate issuers. Annual meetings of public companies include shares held in “street name” (meaning that they are held of record by brokers or banks, which in turn hold the shares on behalf of their clients, the ultimate beneficial owners) and shares held in “registered name” (shares registered directly in the names of their owners).

Mutual Funds - Refers to the proxy services we provide for funds, classes or trusts of an investment company. Open-ended mutual funds are not required to have annual meetings. As a result, mutual fund proxy services provided to open-ended mutual funds are driven by a “triggering event.” These triggering events can be a change in directors, fee structures, investment restrictions, or mergers of funds.

Contests - Refers to the proxy services we provide when a separate agenda is put forth by one or more stockholders that is in opposition to the proposals presented by management of the company which is separately distributed and tabulated from the company’s proxy materials.

Specials - Refers to the proxy services we provide in connection with stockholder meetings held outside of the normal annual meeting cycle and are primarily driven by special events (e.g., mergers and acquisitions in which the company being acquired is a public company and needs to solicit the approval of its stockholders).

Interims

Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses) – Refers to the services we provide investment companies in connection with information they are required by regulation to distribute periodically to their investors. These reports contain pertinent information such as holdings, fund performance, and other required disclosure.

Mutual Funds (Supplemental Prospectuses) – Refers primarily to information required to be provided by mutual funds to supplement information previously provided in an annual mutual fund prospectus (e.g., change in portfolio managers, closing funds or class of shares to investors, or restating or clarifying items in the original prospectus). The events could occur at any time throughout the year.

Other – Refers to communications provided by corporate issuers and investment companies to investors including newsletters, notices, tax information, marketing materials and other information not required to be distributed by regulation.

Transaction Reporting

Transaction Reporting– Refers primarily to the printing and distribution of account statements, trade confirmations and tax reporting documents to account holders, including electronic delivery and archival services.

Fulfillment

Post-Sale Fulfillment – Refers primarily to the distribution of prospectuses, offering documents, and required regulatory disclosure information to investors in connection with purchases of securities.

Pre-Sale Fulfillment – Refers to the distribution of marketing literature, welcome kits, enrollment kits, and investor information to prospective investors, existing stockholders and other targeted recipients on behalf of broker-dealers, mutual fund companies and 401(k) administrators.

Other Communications

Other – Refers to the services we provide in connection with the distribution of communications material not included in the above definitions such as non-objecting beneficial owner (NOBO) lists, and corporate actions such as mergers, acquisitions, and tender offer transactions.

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