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): February 3, 2009

 

 

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 February 3, 2009, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of fiscal year 2009. On February 3, 2009, the Company also posted an Earnings Webcast & Conference Call Presentation dated February 3, 2009 on the Company’s Investor Relations home page at www.broadridge-ir.com . Copies of the press release and presentation are being furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The information furnished pursuant to this Item 2.02, 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  

Press release dated February 3, 2009.

99.2   Earnings Webcast & Conference Call Presentation dated February 3, 2009.


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: February 3, 2009

 

BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:  

/s/ Dan Sheldon

Name:   Dan Sheldon
Title:   Vice President, Chief Financial Officer

Exhibit 99.1

LOGO

BROADRIDGE REPORTS SECOND QUARTER FISCAL YEAR 2009 RESULTS

Reaffirms Full Year EPS Guidance

Lake Success, New York – February 3, 2009 – Broadridge Financial Solutions, Inc. (NYSE:BR), a leading global provider of technology-based outsourcing solutions to the financial services industry, today reported net earnings of $29.9 million and diluted earnings per share of $0.21 for the second quarter ended December 31, 2008, compared to net earnings of $28.9 million and diluted earnings per share of $0.21 for the comparable quarter of the previous fiscal year.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “Given the current market environment, I am satisfied with both our second quarter and year-to-date results. I am pleased with the increased market share that we have been able to obtain during this period, and the fact that our closed sales are up 36% for the quarter and 26% year-to-date.”

Mr. Daly added, “The business fundamentals in our operating units continue to demonstrate resiliency, given the recurring fee revenue growth. The growth rates of the key revenue metrics, such as equity stock record growth, are in-line with their historically stable growth rates. As forecasted, equity positions have increased today from where they were a year ago, and mutual fund interim positions and trades per day continued to grow. These activities helped to offset the decrease in event-driven revenue related to mutual fund proxies and the unfavorable impact of foreign currency exchange rates. Despite the headwinds experienced by the financial services industry we serve, our business remains on track, and we are still investing in the business with the goal of improving long-term shareholder value. I am confident in our ability to extend our market leadership as we move through these unprecedented market conditions.”

For the second quarter of fiscal year 2009, net revenues decreased 1% to $459.2 million compared to $465.1 million for the same period last year, primarily as a result of the unfavorable impact of foreign currency exchange rates. Excluding the impact of foreign currency exchange rates and revenue from one-time termination fees, revenue increased by 2% for the quarter over the same period last year, driven by new customer sales in our business segments, and internal growth from higher market activity. Net earnings increased 3% to $29.9 million from $28.9 million, primarily due to product mix, less interest expense, and foreign currency transaction gains. Diluted earnings per share remained flat at $0.21 per share on slightly higher weighted-average shares outstanding, compared to $0.21 per share in the second quarter of fiscal year 2008. Our closed sales of $47.4 million for the quarter and $80.2 million year-to-date increased 36% and 26%, respectively, above last year’s comparable quarter and year-to-date results. During the second quarter of fiscal year 2009, the Company repurchased one million shares of Broadridge common stock under its stock repurchase plan for a total of $11.2 million, or approximately $11.00 per share. At December 31, 2008, there were one million shares remaining authorized under the existing share repurchase plan.

For the six months ended December 31, 2008, net revenues grew by 2% to $931.6 million, primarily driven by new customer sales in our business segments, and internal growth from higher market activity. Pre-tax margins of 11.5% are approximately the same compared to the same period last year, as a result of lower interest expense on our long-term debt, a gain from the purchase of our 6.125% senior notes due 2017 (the “Senior Notes”) and foreign currency transaction gains, offset by the impact of lower margin product mix and the prior year’s delayed timing of recurring expenses related to the build-out of the Company’s corporate infrastructure and product development investments. Diluted earnings per share were $0.46 for the first six months of fiscal year 2009, unchanged from the first six months of fiscal year 2008.

Analysis of Second Quarter Fiscal Year 2009

Investor Communication Solutions

Net revenues for the Investor Communication Solutions segment in the second quarter of fiscal year 2009 decreased 3% to $295.5 million compared to the second quarter of fiscal year 2008. The decrease was driven primarily by lower event-driven activity and reduced distribution revenues resulting from higher adoption rates of


notice and access, primarily offset by net new business and increased recurring revenues. Operating margin decreased by 2.3 percentage points compared to the second quarter of fiscal year 2008 as a result of decreased revenues and lower margin product mix.

Securities Processing Solutions

Net revenues for the Securities Processing Solutions segment in the second quarter of fiscal year 2009 increased 9% to $139.4 million compared to the second quarter of fiscal year 2008. The increase was primarily related to internal growth reflecting higher trade volume from existing clients, particularly retail trades, and net new business growth. Operating margin increased 1.4 percentage points compared to the second quarter of fiscal year 2008, as a result of revenue growth offset by higher investment spending related to new products, and lower capitalization of conversion related costs.

Clearing and Outsourcing Solutions

Net revenues for the Clearing and Outsourcing Solutions segment in the second quarter of fiscal year 2009 increased 16% to $28.7 million compared to the second quarter of fiscal year 2008. The increase was driven by the positive contribution from net new business consisting of both securities clearing and outsourcing services, partially offset by negative internal growth in average margin balances, and lower interest income related to a lower Federal Funds rate. Operating loss of $1.7 million for the second quarter of fiscal year 2009 remained relatively unchanged from an operating loss of $1.6 million in the second quarter of fiscal year 2008, as the lower net interest income revenue resulting from the lower Federal Funds rate and margin balances all dropped to the bottom line.

Other

Net revenues for Other, which is primarily comprised of one-time contract termination fees, decreased by $5.0 million, compared to the second quarter of fiscal year 2008. This decrease was related to lower revenue from contract terminations in the current fiscal quarter compared to the same period last year. Pre-tax loss for Other decreased by $6.7 million, compared to the second quarter of fiscal year 2008. This decrease was primarily due to lower corporate interest expense as a result of lower corporate borrowings and a decline in interest rates, and foreign currency exchange gain, slightly offset by higher corporate expenses.

Fiscal Year 2009 Financial Guidance

We are reaffirming the fiscal year 2009 GAAP earnings per share guidance range of $1.49 to $1.59 and our Non-GAAP earnings per share guidance range of $1.45 to $1.55, which excludes the one-time gain from the purchase of our Senior Notes. The earnings per share guidance is based on diluted weighted-average shares outstanding of approximately 142 million shares. We anticipate our full year net revenues to remain flat or decline in the range of -3% to flat, which is lower than our previously provided guidance of flat to 3% increase, primarily as a result of the continued impact of unfavorable foreign currency exchange rates, lower event-driven mutual fund proxy revenues, and reduced distribution fees resulting from higher notice and access adoption rates. We anticipate earnings before interest and taxes margin in the range of 16.2% to 17.1%. Free cash flow is expected to be in the range of $210 million to $250 million, which is modestly higher on the low end than our previously provided guidance.

Mr. Daly commented, “We believe the better than anticipated EPS performance in the first half of the year, along with the second half growth in recurring fee revenues and effective discretionary cost containment will offset the EPS impact from continued slowing in event-driven revenue, the unfavorable impact of foreign currency exchange rates and anticipated lower trade volumes. The effects of these factors are allowing us to remain within our original EPS guidance range. The length and depth of these difficult market conditions are tough to predict, but I believe we are well-positioned to exit these troubling times better than we entered. Given our foundation of best products, high customer satisfaction and our high percentage of recurring revenues, we expect to navigate the storm better than the financial services market we serve.”

Non-GAAP Measures

In certain circumstances, results have been presented that are Non-GAAP measures and should be viewed in addition to, and not as a substitute for, the Company’s reported results. Management believes such Non-GAAP measures provide investors with 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.

 

2


Earnings Conference Call

An analyst conference call will be held today, Tuesday, February 3, at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the webcast and view the slide presentation, go to www.broadridge-ir.com and click on the webcast icon. The presentation will be available to download and print approximately 30 minutes before the webcast on the Broadridge Investor Relations home page at www.broadridge-ir.com . Broadridge’s news releases, current financial information, SEC filings and Investor Relations presentations are accessible on the same website.

About Broadridge

Broadridge Financial Solutions, Inc., with over $2.2 billion in revenues in fiscal year 2008 and more than 40 years of experience, is a leading global provider of technology-based outsourcing solutions to the financial services industry. Our systems and services include investor communication, securities processing, and clearing and outsourcing solutions. We offer advanced, integrated systems and services that are dependable, scalable and cost-efficient. Our systems help reduce the need for clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities. For more information about Broadridge, please visit www.broadridge.com .

Forward-Looking Statements

This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, such as our fiscal year 2009 financial guidance, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2008 (the “2008 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the 2008 Annual Report. These risks include: the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; the pricing of Broadridge’s products and services; changes in laws affecting the investor communication services provided by Broadridge; changes in laws regulating registered securities clearing firms and broker-dealers; declines in trading volume, market prices, or the liquidity of the securities markets; any material breach of Broadridge security affecting its clients’ customer information; Broadridge’s ability to continue to obtain data center services from its former parent company, Automatic Data Processing, Inc. (“ADP”); any significant slowdown or failure of Broadridge’s systems; changes in technology; availability of skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions; overall market and economic conditions; and any adverse consequences from Broadridge’s spin-off from ADP. Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Investors:

Marvin Sims

Broadridge Financial Solutions, Inc.

Vice President, Investor Relations

(516) 472-5477

 

3


Broadridge Financial Solutions, Inc.

Consolidated Statements of Earnings

(In millions except per share amounts)

(Unaudited)

 

     Three Months
Ended December 31,
   Six Months
Ended December 31,
   2008     2007    2008     2007

Revenues:

         

Services revenues

   $ 449.4     $ 450.5    $ 909.9     $ 886.0

Other

     12.7       23.9      26.7       48.4
                             

Total revenues

     462.1       474.4      936.6       934.4

Interest expense from securities operations

     2.9       9.3      5.0       18.1
                             

Net revenues

     459.2       465.1      931.6       916.3
                             

Expenses:

         

Cost of net revenues

     345.8       345.7      708.8       679.9

Selling, general and administrative expenses

     66.2       62.5      122.9       111.6

Other (income) expenses, net

     (1.4 )     9.6      (6.9 )     18.4
                             

Total expenses

     410.6       417.8      824.8       809.9
                             

Earnings before income taxes

     48.6       47.3      106.8       106.4

Provision for income taxes

     18.7       18.4      41.3       41.5
                             

Net earnings

   $ 29.9     $ 28.9    $ 65.5     $ 64.9
                             

Earnings per share:

         

Basic

   $ 0.21     $ 0.21    $ 0.47     $ 0.47

Diluted

   $ 0.21     $ 0.21    $ 0.46     $ 0.46

Weighted-average shares outstanding:

         

Basic

     140.2       139.3      140.3       139.2

Diluted

     141.3       140.9      141.7       140.3

Dividends declared per common share

   $ 0.07     $ 0.06    $ 0.14     $ 0.12

 

4


Broadridge Financial Solutions, Inc.

Consolidated Balance Sheets

(In millions)

(Unaudited)

 

     December 31,
2008
    June 30,
2008
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 299.1     $ 198.3  

Cash and securities segregated for regulatory purposes and securities deposited with clearing organizations

     83.6       33.7  

Accounts receivable, net of allowance for doubtful accounts of $3.1 and $3.8, respectively

     280.6       415.4  

Securities clearing receivables, net of allowance for doubtful accounts of $2.0 and $2.0, respectively

     932.5       1,369.9  

Other current assets

     85.7       61.9  
                

Total current assets

     1,681.5       2,079.2  

Property, plant and equipment, net

     70.9       82.6  

Other non-current assets

     147.0       157.4  

Goodwill

     473.6       484.3  

Intangible assets, net

     29.6       30.1  
                

Total assets

   $ 2,402.6     $ 2,833.6  
                

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 81.5     $ 89.9  

Accrued expenses and other current liabilities

     157.5       252.6  

Securities clearing payables

     950.9       1,157.4  

Deferred revenues

     15.7       25.5  
                

Total current liabilities

     1,205.6       1,525.4  

Long-term debt

     324.0       447.9  

Other non-current liabilities

     56.0       53.6  

Deferred revenues

     52.6       60.9  
                

Total liabilities

     1,638.2       2,087.8  
                

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock: Authorized, 25.0 shares; issued and outstanding, none

     —         —    

Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 141.5 shares and 140.5 shares, respectively; outstanding, 140.4 shares and 140.4 shares at December 31, 2008 and June 30, 2008, respectively

     1.4       1.4  

Additional paid-in capital

     487.8       469.5  

Retained earnings

     294.0       248.2  

Treasury stock—at cost, 1.1 shares and 0.1 shares, respectively

     (13.7 )     (2.0 )

Accumulated other comprehensive (loss) income

     (5.1 )     28.7  
                

Total stockholders’ equity

     764.4       745.8  
                

Total liabilities and stockholders’ equity

   $ 2,402.6     $ 2,833.6  
                

 

5


Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

 

     Net Revenues
     Three Months
Ended December 31,
   Six Months
Ended December 31,
     2008     2007    2008     2007

Investor Communication Solutions

   $ 295.5     $ 303.2    $ 609.3     $ 602.3

Securities Processing Solutions

     139.4       127.6      272.6       252.0

Clearing and Outsourcing Solutions

     28.7       24.7      51.9       49.4

Other

     0.2       5.2      0.4       7.6

Foreign exchange

     (4.6 )     4.4      (2.6 )     5.0
                             

Total

   $ 459.2     $ 465.1    $ 931.6     $ 916.3
                             

 

     Earnings before Income Taxes  
     Three Months
Ended December 31,
    Six Months
Ended December 31,
 
     2008     2007     2008     2007  

Investor Communication Solutions

   $ 19.8     $ 27.2     $ 43.1     $ 57.0  

Securities Processing Solutions

     40.1       35.0       77.5       73.8  

Clearing and Outsourcing Solutions

     (1.7 )     (1.6 )     (4.8 )     (3.6 )

Other

     (8.5 )     (15.2 )     (9.2 )     (23.0 )

Foreign exchange

     (1.1 )     1.9       0.2       2.2  
                                

Total

   $ 48.6     $ 47.3     $ 106.8     $ 106.4  
                                

 

6

February 3, 2009
Earnings Webcast & Conference Call
Second Quarter Fiscal Year 2009
Broadridge Financial Solutions, Inc.
Exhibit 99.2


1
Forward-Looking Statements
This
presentation
and
other
written
or
oral
statements
made
from
time
to
time
by
representatives
of
Broadridge
may
contain
“forward-looking
statements”
within
the
meaning
of
the
Private
Securities
Litigation Reform Act of 1995.
Statements that are not historical in nature, such as our fiscal year 2009
financial
guidance,
and
which
may
be
identified
by
the
use
of
words
like
“expects,”
“assumes,”
“projects,”
“anticipates,”
“estimates,”
“we believe,”
“could be”
and other words of similar meaning, are forward-looking
statements.
These statements are based on management’s expectations and assumptions and are
subject
to
risks
and
uncertainties
that
may
cause
actual
results
to
differ
materially
from
those
expressed.
These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk
Factors”
of our Annual Report on Form 10-K for the fiscal year ended June 30, 2008 (the “2008 Annual
Report”), as they may be updated in any future reports filed with the Securities and Exchange
Commission.
Any forward-looking statements are qualified in their entirety by reference to the factors
discussed in the 2008 Annual Report.
These risks include: the success of Broadridge in retaining and
selling additional services to its existing clients and in obtaining new clients; the pricing of Broadridge’s
products and services; changes in laws affecting the investor communication services provided by
Broadridge; changes in laws regulating registered securities clearing firms and broker-dealers; declines in
trading volume, market prices, or the liquidity of the securities markets; any
material
breach
of
Broadridge
security
affecting
its
clients’
customer
information;
Broadridge’s
ability
to
continue to obtain data center services from its former parent company, Automatic Data Processing, Inc.
(“ADP”); any significant slowdown or failure of Broadridge’s systems; changes in technology; availability of
skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions;
overall market and economic conditions; and any adverse consequences from Broadridge’s spin-
off
from
ADP.
Broadridge
disclaims
any
obligation
to
update
any
forward-looking
statements, whether as
a result of new information, future events or otherwise.
This presentation may include certain Non-GAAP (generally accepted accounting principles) financial
measures in describing Broadridge’s performance. Management believes that such Non-GAAP 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. The reconciliations of such measures to the comparable GAAP figures are
included in this presentation.


2
Today’s
Agenda
Opening Remarks
Rich Daly, CEO
Second Quarter FY 2009 Results and
Dan Sheldon, CFO
Cash Flow
Fiscal Year 2009 Guidance Summary
Rich Daly, CEO
Summary
Rich Daly, CEO
Q&A
Rich Daly, CEO
Dan Sheldon, CFO
Marvin Sims, VP Investor Relations
Closing Remarks
Rich Daly, CEO


3
Opening Remarks
Key Topics:
Financial results for the second quarter and
reaffirmation of full fiscal year 2009 earnings per
share guidance
A review of sales performance
General
overview of current market dynamics and
impact on Broadridge


4
Opening Remarks –
Key Topics
Second Quarter FY09 Financial Results
Financial performance for the quarter was better than expectations, given
the current challenging market conditions
Revenues for Operating Segments continue to grow, driven by recurring
revenues
Business
fundamentals
continue
to
demonstrate
resiliency,
as
key
recurring
revenue metrics in the core Investor Communication business remain
essentially unaffected by volatile market activity
Reaffirming full fiscal year 2009 diluted EPS guidance
Non-GAAP EPS range of $1.45 -
$1.55 (excludes one-time gain of $0.04 per share
from purchase of senior notes)
GAAP EPS range of $1.49 -
$1.59
Anticipating
FY09
revenue
decline
of
-3%
to
flat
growth,
which
is
down
from
our
previous
growth
guidance
of
flat
to
3%
growth,
primarily
due
to
foreign
currency
exchange,
lower
Mutual
Fund
Proxy
and
reduced
distribution
revenue
resulting
from
higher
Notice
and
Access
adoption
rates
Strong free cash flows of $210M -
$250M, solid liquidity given free cash
flows
and
$500M
committed
revolver
with
three
plus
years
term
remaining,
and
strong
balance
sheet
with
1-to-1
debt
to
EBITDA
ratio


5
Opening Remarks –
Key Topics
Sales Performance Overview
Closed sales for quarter up 36% and year-to-date up 26%
Recurring closed sales are approximately 80% of total closed
sales year-to-date, and up 100% over prior year
Sales pipeline remains strong and is still building momentum
Despite high functionality and efficiency of Broadridge processing
platform,
complexity
of
conversions
is
biggest
closing
hurdle
Full
year
closed
sales
forecast
of
$160M
-
$180M
still
on
track


6
Opening Remarks –
Key Topics
General Market Conditions
Headwinds:
Headwinds remain in the financial services market and are creating short-term
revenue slow down, but should also create long-term opportunities
Expecting less trade volumes and lower Mutual Fund Proxy activity in the second
half of fiscal year
Pricing pressures creating increased concessions, but retaining clients with extended
contract terms
Industry Consolidation Update:
JP Morgan/Bear, Barclays/Lehman and Neuberger Berman contracts completed and
putting Broadridge in slightly net positive position
Bank
of
America
and
Merrill
Lynch
acquisition
recently
completed
and
we
remain
in
discussions around long-term platform strategy
Tailwinds:
Investor Communication Solutions’
core proxy recurring revenue, which is more than
50%
of
Broadridge
revenues,
is
maintaining
its
unique
historical
resiliency
to
negative
market conditions
Broadridge expects to exit this down market with more market share than we entered
Broadridge continuing to make investments in business to leverage long-term
opportunities


7
Key Highlights:
Q2 -
Revenue
1% to $459M and YTD
2% to $932M
(Operating Segments
2% for Q2 and
3% YTD)
Sales contributed +4%  (YTD = +3%)
Losses reduced growth by -1% (YTD = - 1%)
Internal Growth contributed +2% (YTD = +2%)
Event-driven activity reduced growth by -2% (YTD = - 1%)
Distribution Fees reduced growth by -1% (YTD = flat)
Other/FX reduced growth by -3% (YTD = - 1%)
Q2 -
Pre-tax Margin
40 bps to 10.6% and YTD
10 bps to
11.5%
Q2
and
YTD
Better
than
anticipated
performance
from
trade
revenues and
one-time gains,
offset
by previously disclosed grow-over related to timing in Q2
FY2008 build-out of public company infrastructure and investment ramp-up
Q2 -
Diluted EPS flat at $0.21 and YTD flat at $0.46
Q2 -
Fully diluted shares
0.4M to 141.3M
YTD -
Fully diluted shares
1.4M to 141.7M
Broadridge  Results –Q2 & YTD FY 2009


8
Segment Results –
Investor Communication Solutions
2Q09
2Q09 YTD
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$296
$609
$1,544
$1,577
Growth Rate
-3%
1%
-2%
0%
Fee Revenues
$144
$292
$778
$804
Growth Rate
-2%
1%
1%
5%
Recurring (RC)
7%
8%
7%
11%
Event-driven (ED)
-15%
-9%
-12%
-9%
Distribution Revenues
$152
$317
$767
$773
Growth Rate
-3%
1%
-5%
-4%
Margin
6.7%
7.1%
16.5%
17.3%
Margin Basis Points (bps) Change
230 bps
240 bps
30 bps
110 bps
Q2 FY09 Key Highlights :
Fee Revenues Q2
2% ( YTD
1%)
Recurring Fee revenue
$6M or 7% (YTD
$14M or 8%)
Net New Business
$3M or 3% (YTD
$5M or 3%) primarily driven by Transaction Reporting and Fulfillment
Internal Growth
$3M or 4% (YTD
$9M or 5%) driven by Mutual Fund Interim position growth, higher Fulfillment and Transaction Reporting volume, as well as
an increase in Notice and Access adoption rates
Mutual Fund Interims position growth
6% (YTD
6%) and Equity Proxy position growth
3% (YTD flat)
Event-driven Fee revenue
$8M or -15%
(YTD
$11M or -9% ) driven by lower
Mutual Fund Proxy, slightly offset by higher M&A activity
Distribution Revenues
Q2 Distribution  Revenue
3% primarily due to lower mail volume, 
coupled with an increase in Notice and Access adoption rates
YTD Distribution Revenue
1% primarily due to net new business and internal growth, partially offset by Mutual Fund Proxy and impact  of  increased Notice and  Access
adoption  rates
Margin
Q2 Margin
230
bps primarily due to lower revenues and lower product mix
YTD Margin
240
bps primarily due to product mix
FY09 Key Drivers :
Recurring Fee revenue Net New Business contributes 2% to 3%
Recurring Fee revenue Internal Growth contributes 3% to 5%
Event-driven revenue contributes -4% to -3%, primarily a decline in Mutual Fund Proxy; M&A activities remain flat


9
:
9
Segment Results –
Securities Processing Solutions
Q2
FY09
Key
Highlights
Revenues (Q2
9%
and YTD
8% )
Q2 -
Net New Business contributed 2% or $3M (Sales of 6% offset by losses of 4%)
YTD -
Net New Business contributed 2% or $5M (Sales of 5% offset by losses of 3%)
Q2
-
Internal
Growth
contributed
6%
or
$8M
(Internal
growth
Equity
TPD
10%
to
1,693K,
driven
by
retail
trades.
Fixed-Income TPD
26% to 267K)
YTD -
Internal
Growth
contributed
5%
or
$14M
(Internal
growth
Equity
TPD
7%
to
1,597K,
driven
by
retail
trades.
Fixed-Income TPD
26% to 269K)
Margins
Q2
140
bps
-
Revenue
growth
net
of
higher
planned investment
spending
related
to
new
products
and
lower
capitalization of conversion related costs
YTD
90 bps
-
Contribution from revenue growth more than offset by higher planned investment spending and
RBC conversion
related
resources
no
longer
capitalized
and
“returning”
to
expense
run
rate
FY09 Key Drivers:
Net New Business and acquisitions contribute 1% to 2%
Internal Growth contributes 1% to 2%
2Q09
2Q09 YTD
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$139
$273
$527
$535
Growth Rate
9%
8%
2%
4%
Margin
28.8%
28.4%
24.6%
25.7%
Margin Basis Points (bps) Change
140 bps
90 bps
210 bps
100 bps


10
Segment Results –
Clearing and Outsourcing Solutions
Q2 FY09 Key Highlights:
Revenues
(Q2
16%
and
YTD
5%)
Q2 -
Net New Business contributed 31% or $8M (Sales of 34% with 5% coming from outsourcing, offset by
losses of 3% )
YTD
-
Net
New
Business
contributed
18%
or
$9M
(Sales
of
22%
offset
by
losses
of
4%)
Q2 -
Internal Growth
15% or $4M (higher processing fees of $1M, more than offset by lower net interest
income
due
to
lower
Federal
Funds
rate
and
lower
margin
balances
-
TPD
22%
to
59K
TPD) 
YTD -
Internal Growth
13% or $6M (higher processing fees of $2M, more than offset by lower net interest
income
due
to
lower
Federal
Funds
rate
and
lower
margin
balances
-
TPD
14%
to
53K)
Federal Funds rate impact for Q2 of $2M and YTD $5M
Pre-tax Loss
Q2 -
Excluding the negative effect of net interest income, margin increased $4M on revenue increase of $8M
(YTD -
margin increased $6M on revenue increase of $9M)
FY09 Key Drivers:
Net New Business contributes 22% to 23%
Internal Growth contributes -11% (primarily related to impact from lower Federal Funds rate ($8M) and lower
margin lending balance)
2Q09
2Q09 YTD
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$29
$52
$106
$108
Growth Rate
16%
5%
11%
12%
Pre-tax Loss
-$2
-$5
-$7
-$6


11
Segment Results –
Other & Foreign Exchange (FX)
Q2 & YTD FY09 Key Highlights:
Revenues
Q2 FX Revenues decreased to -$5M from +$4M (YTD FX Revenues decreased to -$3M from
+$5M) year-over-year due to strengthening of the U.S. dollar
Margin
Q2 Net Other Expense and investments in line with expectations
YTD
Net
Other
Expense
-
Interest
expense
includes
one-time
gain
of
$8M
from
purchase of
$125M principal amount of senior notes
FY09 Key Drivers:
FX -
strengthening of U.S. dollar will have negative impact on revenues
Interest Expense -
no further reduction in long-term debt expected
2Q09
2Q09 YTD
FY09 Range
($ in millions)
Actual
Actual
Low
High
Other Fees Revenues
$0
$0
$1
$1
Other Fees Margin
$0
$0
$1
$1
FX Revenues
-$5
-$3
-$26
-$26
FX P&L Margin
-$1
$0
-$6
-$6
Other
Interest Expense
-$3
$0
-$8
-$8
Corporate Expenses & Investments
-$10
-$16
-$29
-$31
FX Transaction Activity
$4
$7
$7
$7


12
Fiscal Year 2009 Grow-Over Discussion
Second quarter of FY09 tough EPS compare given grow-over items
FY08 Grow-Overs
($ in millions)
Q1
Q2
Q3
Q4
FY09
Actual
Actual
Forecast
Forecast
Other-
Corporate/Investments
Termination Fees
(2)
(5)
0
(1)
(8)
Corporate Build
(4)
(4)
0
0
(8)
Investments
(3)
(3)
(3)
0
(9)
Special Stock Option Grants
0
(2)
(3)
5
0
Sub-total
(9)
(14)
(6)
4
(25)
Segments
SPS-
Non-Deferred S&P
(5)
(3)
(2)
0
(10)
($14)
($17)
($8)
$4
($35)


13
Broadridge Cash Flow  –
Q2 FY 2009 and FY 2009 Forecast
Broadridge
Financial Solutions, Inc.
Calculation
of
Free
Cash
Flow
-
Non-GAAP
Unaudited
(In millions)
Low
High
Ridge Clearing
All Other
Financing
Processing
Broadridge
Calculation
of
Free
Cash
Flow
(Non-GAAP)
:
Activities
Activities
Total
Earnings
-
$             
66
$          
66
$            
207
$     
222
$     
Depreciation and amortization
-
28
28
55
60
Deferred taxes
-
(3)
(3)
(12)
(10)
Stock-based compensation expense
-
16
16
30
35
Gain from purchase of senior notes
-
(8)
(8)
-
-
Other
-
2
2
5
5
Subtotal
-
101
101
285
312
Working capital changes
-
1
1
(10)
(5)
Securities clearing activities
181
-
181
-
-
Long-term assets and liabilities changes
-
(5)
(5)
(15)
(10)
Net cash flow provided by (used in) operating activities
181
96
277
260
297
Cash Flows From Investing Activities
Capital expenditures
-
(7)
(7)
(45)
(42)
Intangibles
-
(1)
(1)
(5)
(5)
$     
$     
Free cash flow
181
$            
88
$          
269
$          
210
$     
250
$     
Cash
Flows
From
Other
Investing
and
Financing
Activities
Acquisitions
-
(15)
(15)
(15)
(15)
b
Long-term debt repayment
-
(114)
(114)
(114)
(114)
Dividends
-
(18)
(18)
(39)
(39)
Other
(4)
7
3
-
-
Repurchases of Common Stock
-
(12)
(12)
(12)
(12)
Short-term (bank overdrafts)
(9)
-
(9)
-
-
Effect of exchange rate changes on cash and cash equivalents
-
(3)
(3)
(3)
(3)
Net change in cash and cash equivalents
168
(67)
101
27
67
Cash and cash equivalents, at the beginning of year
41
157
198
157
157
Cash and cash equivalents, at the end of period
209
$            
90
$          
299
$          
184
$     
224
$     
(a) Excluded from Earnings and Free Cash Flow
All Other Processing
Activities
December 2008
FY09 Range
Six Months Ended
a
b
b
(b) Guidance
does
not
include
effect
of
any
future
acquisitions,
additional
debt
or
share
repurchases


14
Broadridge -
FY 2009 Financial Guidance Summary
Revenue growth of -3% to flat (-1% to 2% fee only)
Operating segment revenue growth of flat to 2% (2% to 5% fee only)
Earnings
before
interest
and
taxes
margin
of
16.2%
-
17.1%
Diluted EPS in the range of:
GAAP EPS $1.49 -
$1.59
Non-GAAP EPS $1.45 -
$1.55 (excludes one-time gain of $0.04 per
share from purchase of senior notes)
Sales
forecast
for
year
of
$160M
-
$180M
Effective Tax Rate of approximately 39%
Free
cash
flow
in
the
range
of
$210M
-
$250M


15
Summary
Broadridge is weathering the storm as solid second quarter results are
better than expectations
Majority of Broadridge business model continues to be resilient as key
recurring revenue metrics remain stable
Navigated the
recent financial services industry consolidation well; to-
date providing slightly more upside than downside risk
Market headwinds are turning good execution into flat or slightly
negative revenue growth in the near-term
Current regulatory environment generating new longer-term
opportunities
Well-positioned as a result of our recurring revenue base, great value
propositions, strong free cash flows, solid balance sheet and
appropriate liquidity


16
Q&A
There are no slides during this portion of the
presentation


17
Closing Comments
There are no slides during this portion of the
presentation


18
Appendix
Appendix


19
Closed Sales-To-Revenue
Overview
Closed Sales-To-Revenue
General Conversion Time Frames
FY 09
Closed Sales-to-Revenue Conversion
Sales Plan
General Time Frames
Investor
Communication
Solutions
$90M -
$100M
Registered Mutual Fund Sales
1 to 6 Months
Registered Equity Sales
Issuer's Next Annual Meeting
Transaction Reporting
(1)
and Fulfillment Sales
3 to 9 Months
Global Proxy Sales
1 to 6 Months
Securities
Processing
Solutions
Small Broker-Dealer Firms
3 to 6 Months
Mid-sized Broker-Dealer Firms
6 to 9 Months
Large Broker-Dealer Firms
9 to18+ Months
Clearing
and
Outsourcing
Solutions
$70M -
$80M
Clearing
Small Broker-Dealer Firms
3 Months
Mid-sized Broker-Dealer Firms
3 to 6 Months
Outsourcing
Mid-sized Broker-Dealer Firms
6 to 9 Months
Large Broker-Dealer Firms
9 to18+ Months
(1) Transaction Reporting sales are comprised of statement, confirm and 1099 business
Segment Sales Categories


20
Segments –
FY 2009 Financial Guidance Summary
Investor Communication:
Revenues -2% to Flat
Margins 16.5% -
17.3%
Sales $90M -
$100M
Securities Processing:
Revenues 2% -
4%
Margins 24.6% -
25.7%
Clearing and Outsourcing:
Revenues 11% -
12%
Operating losses at $6M -
$7M
Sales Plan $70M -
$80M for the combined Securities Processing and Clearing
and Outsourcing business segments


21
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assumes no duty to update or revise the information contained in
this
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which owns the copyright.