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 4, 2010

 

 

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 4, 2010, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of fiscal year 2010. On February 4, 2010, the Company also posted an Earnings Webcast & Conference Call Presentation dated February 4, 2010 on the Company’s Investor Relations home page at www.broadridge-ir.com . The press release and presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

On February 4, 2010, the Company posted key statistics of its Investor Communication Solutions, and Securities Processing and Outsourcing Solutions businesses for the second quarter of fiscal year 2010, included as Exhibit 99.3 hereto, on the Company’s Investor Relations homepage at www.broadridge-ir.com .

 

Item 7.01. Regulation FD Disclosure.

On February 4, 2010, the Company posted the services definitions referenced in the Investor Communication Solutions statistics, included as Exhibit 99.4 hereto, on the Company’s Investor Relations homepage at www.broadridge-ir.com .

Copies of the press release, presentation, key statistics, and services definitions are being furnished as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1, 99.2, 99.3, and 99.4 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 filed herewith:

 

Exhibit
No.

  

Description

             
99.1    Press release dated February 4, 2010.      
99.2    Earnings Webcast & Conference Call Presentation dated February 4, 2010.      
99.3    Key Statistics for the second quarter of fiscal year 2010.      
99.4    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: February 4, 2010

 

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By:

 

/s/    D AN S HELDON        

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

Exhibit 99.1

LOGO

BROADRIDGE REPORTS SECOND QUARTER FISCAL YEAR 2010 RESULTS

Strong Second Quarter Financial Results Driven by Mutual Fund Proxy Activity

Lake Success, New York – February 4, 2010 – Broadridge Financial Solutions, Inc. (NYSE:BR), a technology services company focused on global capital markets, today reported revenues of $529.7 million, net earnings from continuing operations of $51.5 million and diluted earnings per share from continuing operations of $0.37 for the second fiscal quarter ended December 31, 2009. This compares with revenues of $437.5 million, net earnings from continuing operations of $30.0 million and diluted earnings per share from continuing operations of $0.21 for the comparable quarter of the previous fiscal year.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “I am pleased with the strong financial results for the quarter and especially our closed sales, which are up 30% for the quarter and 36% year-to-date.”

Mr. Daly added, “Revenues for the quarter were up significantly, driven by an unprecedented level of event-driven mutual fund proxy revenues and related distribution revenues. We had planned for the event-driven mutual fund revenues to rebound, but they were stronger than anticipated and were a significant contributor to our revenue growth this quarter.”

Financial Results for Second Quarter Fiscal Year 2010

It is anticipated that the previously announced Penson transaction will close in the second half of the 2010 fiscal year, subject to the satisfaction of customary closing conditions, including regulatory approvals. Beginning in the second quarter of the 2010 fiscal year, the financial results of the securities clearing business will be accounted for as a discontinued operation and the operations outsourcing solutions business retained by Broadridge will be aggregated into the Securities Processing Solutions segment.

For the second quarter of fiscal year 2010, revenues from continuing operations increased 21% to $529.7 million compared to $437.5 million for the same period last year, primarily as a result of higher contributions from fee revenues of $59.7 million and higher distribution revenues of $32.5 million. Higher fee revenues were driven primarily by event-driven mutual fund proxy revenues. Pre-tax margins from continuing operations of 12.9% increased compared to 11.1% for the same period last year, as a result of higher margin revenue.

Net earnings from continuing operations increased 72% to $51.5 million from $30.0 million for the same period last year, primarily due to higher revenues and a lower effective tax rate. Diluted earnings per share from continuing operations increased to $0.37 per share on lower weighted-average shares outstanding, compared to $0.21 per share for the same period last year. Our closed sales of $58.1 million for the quarter increased 30% above last year’s comparable quarter. During the second quarter of fiscal year 2010, the Company repurchased approximately 2.6 million shares of Broadridge common stock under its stock repurchase plan at an average price of approximately $22.62 per share.

Financial Results for Year-to-Date Fiscal Year 2010

For the six months ended December 31, 2009, revenues from continuing operations increased 8% to $967.9 million compared to $893.0 million for the same period last year, primarily driven by higher contributions from fee revenues of $55.7 million and higher distribution revenues of $19.2 million. Pre-tax margins from continuing operations of 11.5% declined compared to 12.1% for the same period last year as a result of a one-time gain from the purchase of the senior notes in fiscal year 2009. Excluding this one-time gain, pre-tax margins would be up 0.4 percentage points.


Net earnings from continuing operations increased 18% to $78.1 million from $66.1 million for the same period last year, primarily due to higher revenues and a lower effective tax rate. Diluted earnings per share from continuing operations increased to $0.56 per share on lower weighted-average shares outstanding, compared to $0.47 per share for the same period last year. Our closed sales of $88.1 million increased 36% above last year’s comparable period. During the first six months of fiscal year 2010, the Company repurchased approximately 6.1 million shares of Broadridge common stock under its stock repurchase plan at an average price of approximately $21.43 per share.

Analysis of Second Quarter Fiscal Year 2010

Investor Communication Solutions

Revenues for the Investor Communication Solutions segment in the second quarter of fiscal year 2010 increased 33% to $393.3 million compared to the second quarter of fiscal year 2009. The increase was driven primarily by higher event-driven mutual fund proxy revenues and related distribution revenues. Operating margin increased by 6.2 percentage points compared to the second quarter of fiscal year 2009, as a result of higher event-driven proxy activity.

Securities Processing Solutions

Revenues for the Securities Processing Solutions segment in the second quarter of fiscal year 2010 decreased 9% to $133.8 million compared to the second quarter of fiscal year 2009. The decrease was primarily related to the carryover impact of the previously announced client losses and price concessions and lower trade volumes in our equity and fixed income businesses, slightly offset by an increase in new business. Non-trade revenues and operations outsourcing revenues were essentially unchanged. Operating margin decreased 8.5 percentage points compared to the second quarter of fiscal year 2009, as a result of lower revenues.

Other

Revenues from Other in the second quarter of fiscal year 2010 increased $2.1 million compared to the second quarter of fiscal year 2009, reflecting primarily one-time termination fees. Pre-tax loss from continuing operations for Other was $6.8 million for the second quarter of fiscal year 2010, an improvement of $1.3 million, compared to the second quarter of fiscal year 2009. The improvement is primarily related to one-time termination fees.

Fiscal Year 2010 Financial Guidance

We anticipate our revenue growth from continuing operations to be in the range of 7% to 9%. Our GAAP earnings per share from continuing operations are expected to be in the range of $1.56 to $1.66 on a diluted share basis. Our non-GAAP earnings per share from continuing operations are expected to be in the range of $1.50 to $1.60 on a diluted share basis, which excludes a positive $0.06 per share impact of a one-time foreign tax credit. Our GAAP earnings per share are expected to be in the range of $1.40 to $1.50 on a diluted share basis, which includes a $0.16 loss on the pending sale of the securities clearing business. The earnings per share guidance is based on diluted weighted-average shares outstanding of approximately 139 million shares. In addition, our fiscal year 2010 financial guidance assumes that the Penson transaction closes during the second half of our 2010 fiscal year.

We anticipate margins from continuing operations before interest and taxes in the range of 15.4% to 16.0% (non-GAAP). Our effective annual tax rate will be approximately 34.7% (GAAP) and approximately 36.7% (non-GAAP), excluding the one-time foreign tax credit of $0.06 per share. Free cash flow is expected to be in the range of $235 million to $270 million. Our closed sales forecast for fiscal year 2010 is expected to be in a range of $185 million to $205 million.

Mr. Daly commented, “I am pleased with our second quarter financial results, our sales continue to be strong and our proven strong free cash flows continue as anticipated. These results should enable us to achieve our financial guidance for this fiscal year. As we move forward with our clear and executable strategy, we remain confident in Broadridge’s future to grow our business to the benefit of our shareholders, customers and associates.”

 

2


Non-GAAP Measures

In certain circumstances, results have been presented that are non-GAAP financial measures and should be viewed in addition to, and not as a substitute for, the Company’s measures of financial performance prepared in accordance with GAAP. Management believes that such non-GAAP measures, when presented in conjunction with comparable 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. Accompanying this release is a reconciliation of non-GAAP measures to the comparable GAAP measures.

Earnings Conference Call

An analyst conference call will be held today, Thursday, February 4, 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 60 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 is a technology services company focused on global capital markets. Broadridge is the market leader enabling secure and accurate processing of information for communications and securities transactions among issuers, investors and financial intermediaries. Broadridge builds the infrastructure that underpins proxy services for over 90% of public companies and mutual funds in North America; processes more than $3 trillion in fixed-income and equity trades per day; and saves companies billions annually through its technology solutions. 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 2010 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, 2009 (the “2009 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 2009 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; Broadridge’s failure to keep pace with changes in technology and demands of its clients; availability of skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions; and overall market and economic conditions. 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.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

 

     Three Months
Ended December 31,
    Six Months
Ended December 31,
 
     2009     2008     2009     2008  

Revenues

   $ 529.7      $ 437.5      $ 967.9      $ 893.0   
                                

Cost of revenues

     399.7        328.2        738.2        676.4   

Selling, general and administrative expenses

     58.4        62.0        111.8        115.7   

Other (income) expenses, net

     3.1        (1.4     6.9        (6.9
                                

Total expenses

     461.2        388.8        856.9        785.2   
                                

Earnings from continuing operations before income taxes

     68.5        48.7        111.0        107.8   

Provision for income taxes

     17.0        18.7        32.9        41.7   
                                

Net earnings from continuing operations

     51.5        30.0        78.1        66.1   

Loss from discontinued operations, net of tax benefit

     (17.9     (0.1     (18.1     (0.6
                                

Net earnings

   $ 33.6      $ 29.9      $ 60.0      $ 65.5   
                                

Earnings per share:

        

Basic earnings per share from continuing operations

   $ 0.38      $ 0.21      $ 0.57      $ 0.47   

Basic loss per share from discontinued operations

     (0.13     —          (0.13     —     
                                

Basic earnings per share

   $ 0.25      $ 0.21      $ 0.44      $ 0.47   
                                

Diluted earnings per share from continuing operations

   $ 0.37      $ 0.21      $ 0.56      $ 0.47   

Diluted loss per share from discontinued operations

     (0.13     —          (0.13     (0.01
                                

Diluted earnings per share

   $ 0.24      $ 0.21      $ 0.43      $ 0.46   
                                

Weighted-average shares outstanding:

        

Basic

     135.7        140.2        136.9        140.3   

Diluted

     139.5        141.3        140.0        141.7   

Dividends declared per common share

   $ 0.14      $ 0.07      $ 0.28      $ 0.14   

 

4


Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

 

       December 31,
2009
    June 30,
2009
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 147.1      $ 173.4   

Accounts receivable, net of allowance for doubtful accounts of $1.3 and $2.3, respectively

     314.6        381.0   

Other current assets

     87.8        83.2   

Assets of discontinued operations

     1,430.5        1,414.2   
                

Total current assets

     1,980.0        2,051.8   

Property, plant and equipment, net

     75.6        75.4   

Other non-current assets

     126.0        136.3   

Goodwill

     486.4        481.8   

Intangible assets, net

     27.7        29.4   
                

Total assets

   $ 2,695.7      $ 2,774.7   
                

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 70.2      $ 72.0   

Accrued expenses and other current liabilities

     181.8        216.7   

Deferred revenues

     24.0        34.6   

Liabilities of discontinued operations

     1,144.4        1,106.6   
                

Total current liabilities

     1,420.4        1,429.9   

Long-term debt

     324.1        324.1   

Other non-current liabilities

     54.0        60.8   

Deferred revenues

     50.5        50.9   
                

Total liabilities

     1,849.0        1,865.7   
                

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, 143.2 shares and 141.8 shares, respectively; outstanding, 134.6 and 139.3 shares, respectively

     1.4        1.4   

Additional paid-in capital

     546.6        505.9   

Retained earnings

     454.4        432.3   

Treasury stock—at cost, 8.6 and 2.5 shares, respectively

     (169.4     (37.5

Accumulated other comprehensive income

     13.7        6.9   
                

Total stockholders’ equity

     846.7        909.0   
                

Total liabilities and stockholders’ equity

   $ 2,695.7      $ 2,774.7   
                

 

5


Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

 

       Revenues  
       Three Months
Ended December 31,
    Six Months
Ended December 31,
 
     2009     2008     2009     2008  

Investor Communication Solutions

   $ 393.3      $ 295.5      $ 703.2      $ 609.3   

Securities Processing Solutions

     133.8        146.5        263.9        285.9   

Other

     2.2       0.1       2.2       0.4  

Foreign currency exchange

     0.4        (4.6     (1.4     (2.6
                                

Total

   $ 529.7      $ 437.5      $ 967.9      $ 893.0   
                                
     Earnings (Loss) from Continuing
Operations Before Income Taxes
 
     Three Months
Ended December 31,
    Six Months
Ended December 31,
 
     2009     2008     2009     2008  

Investor Communication Solutions

   $ 50.9      $ 19.8      $ 74.3      $ 43.1   

Securities Processing Solutions

     23.4        38.1        49.0        73.4   

Other

     (6.8     (8.1     (13.4     (8.9

Foreign currency exchange

     1.0        (1.1     1.1        0.2   
                                

Total

   $ 68.5      $ 48.7      $ 111.0      $ 107.8   
                                

 

6


Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Earnings per Share and EBIT From Continuing Operations FY 2010 Guidance

(In millions, except per share amounts)

(Unaudited)

 

Earnings per Share From Continuing Operations Non-GAAP to

GAAP Reconciliation

   Low     High  

Diluted EPS Before One-Time Items (Non-GAAP)

   $ 1.50      $ 1.60   

Foreign Tax Credit - Tax Restructuring

     0.06        0.06   
                

Diluted EPS (GAAP)

   $ 1.56      $ 1.66   
                

EBIT From Continuing Operations Non-GAAP to Earnings

From Continuing Operations Before Income Taxes GAAP

Reconciliation

   Low     High  

EBIT From Continuing Operations (Non-GAAP)

   $ 341      $ 363   

Margin % (Non-GAAP)

     15.4 %     16.0 %

Interest on Borrowings

     (11     (10
                
     0.5     0.5
                

Earnings From Continuing Operations Before Income Taxes (GAAP)

   $ 330      $ 353   
                

Margin % (GAAP)

     14.9     15.6

 

7


Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow Guidance

(In millions)

(Unaudited)

 

     FY10 Range  
     Low     High  

Net earnings from continuing operations (GAAP)

   $ 216      $ 230   

Depreciation and amortization

     60        62   

Stock-based compensation expense

     31        33   

Other

     (5     (5
                

Subtotal

     302        320   

Working capital changes

     (12     (8

Long-term assets & liabilities changes

       3   
                

Net cash flow provided by continuing operating activities

     290        315   

Cash flows from investing activities

    

Capital expenditures & purchase of intangibles

     (55     (45
                

Free cash flow (non-GAAP)

   $ 235      $ 270   
                

 

8

© 2010 Broadridge Financial Solutions, Inc. 
Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.
February 4, 2010
Earnings Webcast & Conference Call
Second Quarter Fiscal Year 2010
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 2010 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, 2009 (the “2009 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 2009 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;
Broadridge’s failure to keep pace with changes in technology and demands of its clients; availability of skilled
technical employees; the impact of new acquisitions and divestitures; competitive conditions; and overall market
and economic conditions.  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 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. 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 non-GAAP measures to the comparable GAAP figures are included in this presentation.  


2
Today’s Agenda
Opening Remarks and Key Topics
Rich Daly, CEO
Second Quarter 2010 Results and
Dan Sheldon, CFO
Full Year Guidance Summary
Summary and Closing Comments
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 of fiscal year
2010
A review of closed sales performance
Strategy Update


4
Opening Remarks –
Key Topics
Second Quarter Fiscal Year 2010 Financial
Results:
Strong financial performance in the second quarter was better than expected
Driven by an unprecedented level of event-driven mutual fund proxy activity that pulled
in revenue from the second half of the year
Event-driven revenue has good compounded annual growth rate, but not as
predictable 
Net earnings from continuing operations were up due to the impact from higher
revenues and a lower effective tax rate
The
Penson
transaction
is
progressing
as
planned
and
we
anticipate
closing
in
the second half of our fiscal year
The Morgan Stanley Smith Barney (MSSB) implementation is proceeding ahead
of plan and we expect the financial results to be better than anticipated
Opportunistically
repurchased
about
2.6
million
Broadridge
shares
during
the
second quarter at an average price of approximately $22.62 per share
Fiscal year-to-date we have repurchased about 6.1 million shares at an average price
of approximately $21.43 per share


5
Opening Remarks –
Key Topics
Sales Performance Overview:
Closed sales for the quarter of $58M increased 30% compared to the same
period last year
Year-to-date closed sales of $88M increased 36%
Strong recurring revenue sales include the previously announced $35M MSSB
transaction
Recurring revenue sales were up 35% for the quarter and 21% year-to-date
Event-driven revenue sales were up 13% for the quarter and 71% year-to-date
Sales
pipeline
continues
to
have
very
good
momentum
and
contains
large
opportunities for both segments
Full year closed sales guidance was increased to $185-205M during the first
quarter and remains unchanged


6
Strategy Update
Investor Communications Strategy:
Expand our leadership role in driving e-solutions
We
have
driven
electronic
participation
in
our
traditional
proxy
business
from
0%
to
>50% in recent years
Our transaction reporting business is approximately 10% electronic and growing
We want to emulate that success in our other communication offerings
Leverage our data management capabilities
ICS is a data hub for the distribution of investor and intermediary information
Opportunities exist to enhance the data we collect on behalf of our intermediary and
issuer
clients
to
add
value
to
our
clients
in
the
form
of
better
reporting
and
analytics
Recent
acquisitions
of
Access
Data
and
Investigo
have
created
new
capabilities
within
Broadridge
that will allow us to leverage our data management to the next level
Regulatory
The financial crisis has created significant activity and discussions surrounding
additional regulation
Broadridge’s
capabilities enable the financial services industry to achieve higher levels
of transparency, efficiency and accuracy
Broadridge
is uniquely positioned to enable the financial services industry to create
technology solutions to meet today’s regulatory challenges
Successful
execution
will
enable
continued
market
leadership
and
revenue
growth


7
ICS Unique Business Systems Processing Model
(1)
Represents Broadridge’s estimated total number of brokerage firms and banks in the U.S. and international markets
(2)
Represents Broadridge’s estimated total number of positions managed by U.S. brokers and banks
(3)
Represents Broadridge’s estimated total number of corporate issuers in the U.S.
(4)
Represents total number of Fund Sponsors in the U.S. who manage over 16,000 funds including Mutual Funds, Closed-end Funds, ETFs and UITs, 
according to the Investment Company Institute’s 2009 Investment Company Year Book 
Proxy
and
Interim
processing
system
is
the
“plumbing”
supporting
the
voting
process
for corporate governance


8
Strategy Update
Investor Communications Strategy:
Expand our leadership role in driving e-solutions
We
have
driven
electronic
participation
in
our
traditional
proxy
business
from
0%
to
>50% in recent years
Our transaction reporting business is approximately 10% electronic and growing
We want to emulate that success in our other communication offerings
Leverage our data management capabilities
ICS is a data hub for the distribution of investor and intermediary information
Opportunities exist to enhance the data we collect on behalf of our intermediary and
issuer
clients
to
add
value
to
our
clients
in
the
form
of
better
reporting
and
analytics
Recent
acquisitions
of
Access
Data
and
Investigo
have
created
new
capabilities
within
Broadridge
that will allow us to leverage our data management to the next level
Regulatory
The financial crisis has created significant activity and discussions surrounding
additional regulation
Broadridge’s
capabilities enable the financial services industry to achieve higher levels
of transparency, efficiency and accuracy
Broadridge
is uniquely positioned to enable the financial services industry to create
technology solutions to meet today’s regulatory challenges
Successful
execution
will
enable
continued
market
leadership
and
revenue
growth


9
Strategy Update
Securities Processing & Outsourcing Strategy:
Expand our leadership position in securities processing and
outsourcing
Leverage our #1 market position in securities processing and outsourcing
Leverage
our
#1
ranking
by
independent
service
rater
Brown-Wilson
Group’s, “The Black Book of Outsourcing”
Leverage our global capabilities to enable multi-national firms to combine
platforms
Expand our unique offering of securities processing and outsourcing to
include additional middle-office support functions
Successful execution will enable segment revenue growth of greater
than mid-single digits


10
Key Highlights:
Q2
-
Revenue
21%
to
$530M
and
YTD
8%
to
$968M
Primarily related to event-driven mutual fund proxy activities
Recurring revenues from sales contributed mid-single digits and are expected to contribute mid-
single digits for the year
Client
losses
and
concessions
in
line
with
expectations.
No
new
major
client
losses
YTD
Q2
-
Pre-tax
Margin
180
bps
to
12.9%
and
YTD
60
bps
to
11.5%
Q2 –
Increase in margins due to favorable revenue mix
YTD –
Decrease primarily driven by the one-time gain from the purchase of our senior notes in
FY09, partially offset by higher revenue
Q2
-
Diluted
EPS
76%
to
$0.37
and
YTD
19%
to
$0.56
Q2
and
YTD
positively
impacted
by
revenues
and
a
lower
effective
tax
rate
Q2 -
Diluted shares
1.8M to 139.5M
YTD -
Diluted shares
1.7M to 140.0M
Broadridge
Results From Continuing Operations
Q2 & YTD FY 2010
Note: We anticipate closing the Penson transaction during the second half of our fiscal year 2010.  As a result, the financial results of the securities clearing
business are accounted for as discontinued operations beginning this quarter and the operations outsourcing solutions business retained by Broadridge
is now reported as part of the Securities Processing Solutions business segment. This change is reflected for all prior periods presented.


11
Segment Results –
Investor Communication Solutions
Key Highlights: 
Revenues:
Significant growth for the quarter driven primarily by an unprecedented level of event-driven mutual fund (MF) proxy and
continued growth in the recurring revenue base from Notice and Access, MSSB and Access Data
Full year fee range in line with earlier expectations
Recurring revenue driven by Notice and Access, MSSB, Access Data, and other new business, partially offset by
internal growth from other products
Higher
range
in
event-driven
is
due
to
MF
Proxy
activity,
partially
offset
by
lower
MF
Interims
Distribution fees up 21% for the quarter due to MF Proxy.  Full year range driven by revenue mix and Notice and
Access
Margins:
Quarter
was
driven
by
MF
Proxy,
which
will
contribute
to
the
full
year
margin
expansion
2Q10
2Q09
2Q10 YTD
2Q09 YTD
($ in millions)
Actual
Actual
Actual
Actual
Low
High
Revenues
$393
$296
$703
$609
$1,698
$1,737
Growth Rate
33%
-3%
15%
1%
11%
13%
Fee Revenues
$209
$144
$366
$292
$898
$923
Growth Rate
46%
-2%
26%
1%
16%
19%
Recurring (RC)
6%
7%
7%
8%
9%
11%
Event-driven (ED)
123%
-15%
60%
-11%
34%
41%
Distribution Revenues
$184
$152
$337
$317
$800
$814
Growth Rate
21%
-3%
6%
1%
6%
8%
Margin $
$51
$20
$74
$43
$287
$309
Margin
12.9%
6.7%
10.6%
7.1%
16.9%
17.8%
Margin Basis Points (bps) Change
620 bps
230 bps
350 bps
240 bps
60 bps
150 bps
FY10 Range


12
12
Business Results –
Securities Processing Solutions
Key Highlights: 
Revenues:
Q2 and YTD revenues in line with expectations as declines were driven by previously disclosed carry-over
impact of client losses and price concessions
Delay in timing of expected client losses benefit both Q2 and YTD, while trade volumes are down in both
Equities
and
Fixed
Income.
Q2
remained
relatively
flat
compared
to
Q1
Non-trade revenues (T&M) slightly lower, but better than expected  
Full Year range is lower than previous guidance due to anticipated lower trade volume
Margins:
Q2 is in line with expectations as a result of lowered revenues
Full year margin is expected to be in line with lower revenue range  
2Q10
2Q09
2Q10 YTD
2Q09 YTD
Actual
Actual
Actual
Actual
Low
High
Revenues
$128
$140
$252
$273
$502
$511
Growth Rate
-9%
9%
-8%
8%
-6%
-4%
Trade
$72
$84
$143
$164
$285
$292
Growth Rate
-14%
6%
-12%
7%
-8%
-6%
Non-trade
$56
$56
$109
$109
$217
$219
Growth Rate
-1%
14%
0%
11%
-3%
-2%
Margin $
$26
$40
$54
$78
$103
$114
Margin %
20.2%
28.7%
21.3%
28.4%
20.5%
22.3%
Margin (bps) Changes
850 bps
120 bps
710 bps
90 bps
620bps
440bps
($ in millions)
FY10 Range


13
Business
Results
Outsourcing
Solutions
(Continuing
Operations)
Key Highlights: 
FY10:
Q2 and YTD revenues lower by $1M due to concessions, partially offset by new business; YTD EBIT
also lower by $1M
Full year revenues in the second half are expected to increase by $10-14M due to Phase 1 Penson
conversion
Q4
annual
“Run-rate”
is
equal
to
existing
outsourcing
revenues
of
$24M
plus
Phase
1
Penson
of
approximately $40M
FY11 Directional:
Phase
2
Penson
expect
Penson
to
convert
their
business
to
SPS
Outsourcing
platform
during
second
half of FY11 (additional $25-35M in annual revenues)
New Sales -
expect additional revenue contributions from new business during FY11
Expect to exit FY11 at approximately break-even
2Q10
2Q09
2Q10 YTD
2Q09 YTD
FY10 Range
4Q10
Actuals
Actuals
Actuals
Actuals
Low
High
"Run-rate"
Revenues
$6
$7
$12
$13
$34
$38
$16
Growth Rate
-11%
59%
-8%
37%
37%
50%
Pre-tax Loss
-$2
-$2
-$5
-$4
-$14
-$16
-$5
($ in millions)


14
Continuing & Discontinued Operations
"Evolution
of
the
Penson
Deal"
FY'09 Actual results to Continuing Operations GAAP
FY'09
GAAP
Continuing
Operations
to
Fully
Converted
Penson
Phases
1
&
2
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Pre-Penson
Transaction
-
Discontinued Operations
=
Continuing Operations
+
Penson
Phase 1
=
FY10 Proforma
+
Penson
Phase 2
=
FY12 Proforma
(FY09 Reported)
(FY09 GAAP)
(A)
(Subtotal)
Converting FY11
Q3 or Q4 (B)
Revenue
$100M
-
=
$25M
+
$40M
=
$65M
+
$25M -
$35M
=
$90M-$100M
($75M Clearing Related)
$75M Contracts Sold to Penson
(Existing Outsourcing)
($25M Existing Outsourcing)
($25M Existing Outsourcing)
($40M
Penson
Phase
#1)
Expense
$110M
-
$75M Allocated Expenses
=
$35M
$35M
Note:
$25M
Expenses eliminated
$50M
Remaining expenses
$50M 
$50M
to be re-allocated
once
Penson
live
$75M
$35M
+
$50M
=
$85M
+
$15M
=
$100M
Operating Losses
($10M)
-
$0M
=
($10M)
+
($10M)
=
($20M)
+
$10M-$20M
=
($10M) -to-
$0M
FY10 Continuing Operations (GAAP)
(Assumes Midpoint of Guidance Range)
{
}
Revenue
$35M
Revenue
$25M in existing outsourcing
Expense
$50M
+3 months in FY10 related to $40M
Penson
transaction -
Phase 1
EBIT
($15M)
(or $10M)
(A)
-
Phase
1
is
related
to
outsourcing
services
to
support
the
client
contracts
acquired
by
Penson
from
Broadridge.
(B)
Phase
2
is
related
to
outsourcing
services
to
support
the
existing
Penson
clients
once
converted
onto
the
Broadridge
processing
platform.
Note
: $ amounts have been rounded for illustrative purposes only
-


15
15
Segment
Results
Securities
Processing
Solutions
with
Outsourcing
2Q10
2Q09
2Q10 YTD
2Q09 YTD
Actual
Actual
Actual
Actual
Low
High
Revenues
$134
$147
$264
$286
$536
$549
Growth Rate
-9%
11%
-8%
9%
-4%
-2%
Trade
$72
$84
$143
$164
$285
$292
Growth Rate
-14%
6%
-12%
7%
-8%
-6%
Non-trade
$56
$56
$109
$109
$217
$219
Growth Rate
-1%
14%
0%
11%
-3%
-2%
Outsourcing
$6
$7
$12
$13
$34
$38
Growth Rate
-11%
59%
-8%
37%
37%
50%
Margin $
$23
$38
$49
$73
$89
$98
Margin %
17.5%
26.0%
18.6%
25.7%
16.6%
17.8%
Margin (bps) Changes
850 bps
710 bps
730bps
610bps
($ in millions)
FY10 Range


16
Segment Results –
Other & Foreign Exchange (FX)
Key Highlights: 
Other Fees:
Primarily related to termination fees
FX:
Potential
for
less
negative
impact
if
weakening
U.S.
dollar
continues
for
remainder
of
FY10
Other:
Interest
Dependant
on
changes
in
LIBOR
Not
planning
to
pay
down
additional
debt
2Q10
2Q09
2Q10 YTD
2Q 09 YTD
FY10 Range
Actual
Actual
Actual
Actual
Low
High
Other Fees Revenues
$2
-
$2
-
$2
$2
Other Fees Margin
$2
-
$2
-
$2
$2
FX Revenues
$1
-$5
-$1
-$3
-$25
-$20
FX P&L Margin
$1
-$1
$1
-
-$10
-$7
Other
Interest Expense
-$2
-$3
-$5
-$8
-$11
-$10
Purchase
of
Senior
Notes
(1-time
gain)
-
-
-
$8
-
-
Corporate Expenses & Investments
-$6
-$10
-$8
-$16
-$27
-$39
FX Transaction Activity
-$1
$5
-$2
$7
-
-
($ in millions)


17
Free Cash Flow (Non-GAAP) –
YTD and FY10 Forecast
(In millions)
Low
High
Free Cash Flow
(Non-GAAP)
:
Net earnings from continuing operations (GAAP)
78
$                  
216
$            
230
$            
Depreciation and amortization (includes other LT assets)
28
60
62
Stock-based compensation expense
13
31
33
Other
(19)
(5)
(5)
Subtotal
100
302
320
Working capital changes
14
(12)
(8)
Long-term assets & liabilities changes
5
-
3
Net cash flow provided by continuing operating activities
119
290
315
Cash Flows From Investing Activities
Capital expenditures & purchase of intangibles
(14)
(55)
(45)
Free cash flow
105
$                
235
$            
270
$            
Cash
Flows
From
Other
Investing
and
Financing
Activities
Acquisitions
(6)
(6)
(6)
Freed-up
Clearing
capital
(b)
3
180
250
Long-term debt repayment
-
-
-
Dividends paid
(29)
(67)
(67)
Other
5
6
6
Stock repurchases net of options proceeds
(104)
(104)
(104)
Net change in cash and cash equivalents
(26)
244
349
Cash and cash equivalents, at the beginning of year
173
173
173
Cash and cash equivalents, at the end of period
147
$                
417
$            
522
$            
(a) Guidance
does
not
include
effect
of
any
future
acquisitions,
additional
debt
or
share
repurchases
(b) Assumes
second
half
FY10
closing
of
Penson
transaction
December 2009
Six Months Ended
FY10
Range
(a)


18
Broadridge
-
FY 2010 Continuing Operations Financial Guidance Summary
Revenue growth in a range of 7-9%
Closed sales forecast for the year of $185-205M
Earnings before interest and taxes margin of 15.4-16.0% (non-GAAP)
Diluted Earnings Per Share:
GAAP EPS (continuing operations) in the range of $1.56-$1.66
Non-GAAP EPS (continuing operations) in the range of $1.50-$1.60, excludes the
net benefit of $0.06 for the one-time foreign tax credit
GAAP EPS (including discontinued operations) in the range of $1.40-$1.50
Interest expense of approximately $11M
Effective tax rate of approximately 35% (GAAP) and approximately
37% (Non-
GAAP) run-rate, excluding one-time foreign tax credit
Free cash flow in the range of $235-270M
Diluted weighted-average shares of approximately 139M, which does not
include the impact of any future share repurchases
Guidance does not include effect of any future acquisitions or additional debt


19
Summary
Year-to-date FY10 is going very well.  Second quarter revenues,
earnings and sales were very strong and are tracking to our full
year expectations
Event-driven mutual fund proxy activity was up significantly and
represented the majority of the second quarter improvement
Both of the segments have clear and executable strategies with
clear objectives to accelerate growth
Our sales pipeline remains strong and we continue to expand our
product breadth
We continue to generate strong free cash flows to create greater
shareholder value and this year we expect to free up an additional
$180-250M due to the Penson
transaction
We look forward to discussing our plans for the use of the cash once
the transaction closes
Based on our year-to-date results, momentum, and clear and
executable strategies, we are confident that we will continue to
create shareholder value


20
Q&A
There are no slides during this portion of the
presentation


21
Closing Comments
There are no slides during this portion of the
presentation


22
Appendix
Appendix


23
Broadridge
FY10 Guidance from Continuing Operations
Revenue
($ in millions)
EBIT
FY09
FY10 Range
FY09
FY10 Range
Actual
Low
High
Actual
Low
High
$1,531
$1,698
$1,737
ICS
$249
$287
$309
-3%
11%
13%
Growth
%
/
Margin
%
16.3%
16.9%
17.8%
$559
$536
$549
SPS
$134
$89
$98
5%
-4%
-2%
Growth
%
/
Margin
%
23.9%
16.6%
17.9%
$2,090
$2,234
$2,286
Total Segments
$383
$376
$407
-1%
7%
9%
Growth
%
/
Margin
%
18.3%
16.8%
17.8%
$1
$2
$2
Other
($29)
($25)
($37)
($18)
($25)
($20)
FX *
($2)
($10)
($7)
$2,073
$2,211
$2,268
Total Broadridge
EBIT (Non-GAAP)
$352
$341
$363
-3%
7%
9%
Growth
%
/
Margin
%
17.0%
15.4%
16.0%
Interest & Other
($6)
($11)
($10)
Closed Sales Range
Total EBT (GAAP)
$346
$330
$353
Low
High
Margin %
16.7%
14.9%
15.6%
ICS
$135
$145
SPS
$50
$60
Income Taxes
($123)
($114)
($122)
Total
$185
$205
Tax Rate
35.5%
34.6%
34.7%
Total Net Earnings
$223
$216
$230
Margin %
10.8%
9.8%
10.2%
Diluted Shares
142
139
139
Diluted EPS (GAAP)
$1.58
$1.56
$1.66
Diluted EPS before 1-Times (Non-GAAP)
$1.51
$1.50
$1.60
EPS Reconciliation
Low
High
Diluted EPS (GAAP)
$1.40
$1.50
Discontinued Operations Diluted EPS (GAAP)
$0.16
$0.16
Diluted EPS from continuing operations (GAAP)
$1.56
$1.66
Tax Restructuring
($0.06)
($0.06)
Diluted EPS before 1-Times (Non-GAAP)
$1.50
$1.60
* Includes impact of FX P&L Margin and FX Transaction Activity.


24
Broadridge
Q2  & YTD Results and FY10 Guidance
2Q10
2Q09
2Q10 YTD
2Q09 YTD
FY10 Range
DRIVERS
Actual
Actual
Actual
Actual
Low
High
Sales
4%
3%
3%
3%
4%
5%
Losses
-2%
-1%
-2%
-1%
-2%
-2%
Net New Business
2%
2%
1%
2%
2%
3%
Internal Growth
-4%
2%
-3%
3%
-2%
-1%
Event-Driven
14%
-2%
7%
-1%
4%
4%
Distribution
7%
-1%
2%
0%
2%
2%
Acquisitions/Other/FX
2%
-3%
1%
-2%
1%
1%
Total Revenues
21%
-2%
8%
2%
7%
9%
ICS Key Segment Revenue Stats
RC= Recurring
ED= Event-Driven
Exhibit 99.3
(1)
As of 1Q09, these items represent fee revenues only and exclude distribution revenues which are set out separately.  The historical
numbers have been adjusted to exclude distribution revenues.
(2)
Other includes 3.7M pieces for 2Q09 and 3.1M pieces for 2Q10 primarily related to corporate actions.


SPS and Outsourcing Key Segment Revenue Stats
RC= Recurring
ED= Event-Driven
(1) 2Q09 Internal Trade Volume previously was reported as 1,693 and 267 for Equities and Fixed Income, respectively.  YTD 09 Internal Trade Volume
previously was reported as 1,597 and 269 for Equities and Fixed Income, respectively.  These numbers were adjusted to reflect Losses and Sales in order
to present consistent business for the purpose of calculating internal trade growth.
(2) Equity Trade volume adjusted to excludes trades processed under fixed priced contracts.  Management believes excluding this trade volume presents
a stronger correlation between trade volume and Equity Trade revenue.
(3) Prior Year's trade volume re-stated for comparability.
(4) 2Q09 Equity Transaction-Based and Non-Transaction revenue, previously reported as $70.0M and $48.2M respectively, has been
restated to reclassify certain revenues between categories.
Broadridge
ICS Definitions
Exhibit 99.4
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).
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 –
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. 
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 –
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.
Proxy
Interims
Transaction Reporting
Fulfillment
Other Communications


Use of Materials Contained Herein
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assumes no duty to update or revise the information contained in
this
presentation.  You may reproduce information contained in this presentation
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