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): May 10, 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 May 10, 2010, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2010. On May 10, 2010, the Company also posted an Earnings Webcast & Conference Call Presentation dated May 10, 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 May 10, 2010, the Company posted key statistics of its Investor Communication Solutions, and Securities Processing and Outsourcing Solutions businesses for the third 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 a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2009, the Company reported that it and its wholly owned subsidiary Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Penson Worldwide, Inc. (“PWI”) and Penson Financial Services, Inc., a wholly owned subsidiary of PWI (“PFSI”), to sell the contracts with substantially all of the securities clearing clients of Ridge to PFSI.

The Company believes that the closing of this transaction will occur in the fourth quarter of its current fiscal year, subject to the satisfaction of customary closing conditions, including regulatory approvals. The Company had previously reported that it would receive between $60 million and $70 million in total consideration for the sale of the contracts (the “Purchase Price”). The Purchase Price is now expected to be between $40 million and $50 million and will consist of (a) a five-year subordinated note (the “Seller Note”) payable by PWI bearing interest at an annual rate equal to 90-day LIBOR plus 5.5%, and (b) approximately $15 million of shares of PWI’s common stock determined in accordance with a formula agreed to by the parties.

In addition, the Asset Purchase Agreement requires PWI to provide $50 million in additional regulatory capital and the Company has agreed to lend this amount to PWI in the event PWI is unable to fund the amount from other sources. The Company believes that it will not need to lend this $50 million to PWI for PWI to meet its capital requirement.

The specific amount of the Purchase Price, the allocation of the consideration between the Seller Note and PWI common stock, and whether the Company will lend $50 million to PWI will be determined prior to the closing of the transaction. The Purchase Price will be subject to certain adjustments post-closing upon the occurrence of agreed upon events.

On a Form 8-K filed with the SEC on April 1, 2010, the Company reported that it had entered an Information Technology Services Agreement (the “IT Services Agreement”) with International Business Machines Corporation (“IBM”), under which IBM will provide certain aspects of the Company’s information technology infrastructure that are currently provided under a data center outsourcing services agreement by the Company’s former parent company, Automatic Data Processing, Inc. Under the IT Services Agreement, IBM will provide a broad range of technology services to the Company including supporting its mainframe, server, network and data center operations, as well as providing disaster recovery services. The Company expects that the migration of its data center processing to IBM will take approximately 18 to 24 months to complete; which migration will commence in January 2011. The IT Services Agreement has an initial term of ten years, which commences when the Company has completed the migration of its data center processing to IBM from ADP and expires on October 31, 2021. The Company has the right to renew the initial term of the IT Services Agreement for up to one additional 12-month term.

As a result of the IT Services Agreement, the Company expects to reduce the costs associated with these functions over time by approximately $25 million annually after the transition to IBM is fully implemented in the Company’s 2013 fiscal year and the payment by the Company of approximately $25 million in one-time transition costs related to the IT Services Agreement in its 2011 and 2012 fiscal years.

On May 10, 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 May 10, 2010.
99.2    Earnings Webcast & Conference Call Presentation dated May 10, 2010.
99.3    Key Statistics for the third 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: May 10, 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 THIRD QUARTER FISCAL YEAR 2010 RESULTS

Continued Record Sales and Strong Momentum on Strategic Initiatives

Third Quarter EPS Results In-Line with Expectations

Lake Success, New York – May 10, 2010 – Broadridge Financial Solutions, Inc. (NYSE:BR) today reported revenues of $490.8 million, net earnings from continuing operations of $30.8 million and diluted earnings per share from continuing operations of $0.22 for the third quarter ended March 31, 2010, compared to revenues of $463.7 million, net earnings from continuing operations of $41.2 million and diluted earnings per share from continuing operations of $0.29 for the comparable quarter of the previous fiscal year.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “I am pleased to report solid revenue results given the weak market conditions impacting our business. The most significant achievement is our record closed sales results for the quarter and year-to-date, which continue to position us to achieve higher levels of growth and earnings when market-driven volumes return.”

Mr. Daly added, “Revenues for the quarter were up 6%, driven by the continued growth in event-driven revenues and new closed sales. However, weak market conditions impacted trade volumes and stock record growth, which continued to be flat to down for the quarter. Earnings were down, as expected, due to the impact of fiscal year 2009 client losses and concessions in the Securities Processing business and the benefit from a one-time tax credit in fiscal year 2009, as well as fiscal year 2010 implementation expenses related to our record sales. While I don’t enjoy reporting lower earnings, I am proud that we continued to successfully execute our meaningful strategic imperatives despite difficult market conditions. These strategic imperatives include the Penson transaction, which we expect to close during our fourth quarter, the recently announced IBM data center and business alliance agreements, and our entry into the registered equity transfer agency market through an acquisition.”

Financial Results for Third Quarter Fiscal Year 2010

For the third quarter of fiscal year 2010, revenues from continuing operations increased 6% to $490.8 million, compared to $463.7 million for the comparable period last year, primarily as a result of the continued growth in event-driven mutual fund proxy revenues and recurring revenues from the Morgan Stanley Smith Barney (MSSB) transaction. Pre-tax margin from continuing operations of 9.9% decreased compared to 11.8% in the same period last year as a result of the carryover impact of the fiscal year 2009 Securities Processing client losses and concessions, and the dilutive effect of the MSSB transaction and increased investments including incremental sales commissions in the Investor Communications business. Sales for the quarter were strong at $41.7 million, an increase of 53% compared to the third quarter of fiscal year 2009.

Net earnings from continuing operations decreased 25% to $30.8 million from $41.2 million, primarily due to lower pre-tax margin and a higher effective tax rate due to the one-time benefit from last fiscal year of $6.0 million. Diluted earnings per share from continuing operations decreased to $0.22 per share on lower earnings, offset by lower weighted-average shares outstanding, compared to $0.29 per share in the third quarter of fiscal year 2009. During the third quarter of fiscal year 2010, the Company repurchased approximately 0.5 million shares of Broadridge common stock under its stock repurchase plan at an average price of approximately $21.78 per share.

Beginning in the second quarter of the 2010 fiscal year, the financial results of the securities clearing business have been accounted for as a discontinued operation and the operations outsourcing solutions business retained by Broadridge has been included in the Securities Processing Solutions segment. We anticipate that the previously announced Penson transaction will close in the fourth quarter of the 2010 fiscal year, subject to the satisfaction of customary closing conditions, including regulatory approvals.

Financial Results for Year-to-Date Fiscal Year 2010

Closed sales were $129.8 million for the nine months ended March 31, 2010, a 41% increase versus last year’s comparable period. Client revenue retention was 98% year-to-date.

For the nine months ended March 31, 2010, revenues from continuing operations grew by 8% to $1,458.7 million, compared to $1,356.7 million for the comparable period last year. The results were primarily driven by the growth in event-driven mutual fund proxy revenues and recurring revenues from new sales including the MSSB transaction which were offset by the previously announced client losses and concessions in Securities Processing. Pre-tax margin from continuing operations of 10.9% declined compared to 12.0% in the same period last year, primarily as a result of the revenue mix changes noted above and the one-time gain of $8.4 million from the purchase of $125.0 million of our senior notes in fiscal year 2009.

Net earnings from continuing operations increased 1% to $108.9 million from $107.3 million, primarily due to the lower effective tax rate due to a one-time foreign tax credit recorded in the second quarter of this fiscal year. Diluted earnings per share from continuing operations increased to $0.78 per share on lower weighted-average shares outstanding, compared to $0.76 per share in the comparable period of fiscal year 2009. During the first nine months of fiscal year 2010, the Company repurchased approximately 6.6 million shares of Broadridge common stock under its stock repurchase plan at an average price of approximately $21.46 per share and there remain 3.4 million shares available under the current stock repurchase plan.

Analysis of Third Quarter Fiscal Year 2010

Investor Communication Solutions

Revenues for the Investor Communication Solutions segment in the third quarter of fiscal year 2010 increased 7% to $356.5 million compared to the third quarter of fiscal year 2009. The increase was driven primarily by higher event-driven mutual fund proxy and revenue gains from acquisitions. Operating margin decreased by 2.1 percentage points compared to the third quarter of fiscal year 2009 primarily due to increased expenses related to the MSSB conversion.

Securities Processing Solutions

Revenues for the Securities Processing Solutions segment in the third quarter of fiscal year 2010 decreased 2% to $133.6 million compared to the third quarter of fiscal year 2009. The decrease was primarily related to the carryover impact of fiscal year 2009 client losses and concessions and lower trade volumes in our fixed income business, slightly offset by new business. Non-trade revenues and operations outsourcing revenues were essentially unchanged. Operating margin decreased 5.1 percentage points compared to the third quarter of fiscal year 2009, as a result of the impact from the revenue mix.

Other

Revenues from Other in the third quarter of fiscal year 2010 decreased $0.8 million as a result of one-time non-recurring termination fees received in fiscal year 2009. Pre-tax loss from continuing operations for Other improved by $3.6 million compared to the third quarter of fiscal year 2009, as a result of lower corporate investment spending and lower interest expense on our Long-term debt due to lower interest rates.

Fiscal Year 2010 Financial Guidance

We expect to be at the low end of the revenue guidance we provided last quarter of 7% to 9% due to the flat to negative market-driven volumes we continue to experience (i.e. trade volumes and equity stock record growth). Our GAAP earnings per share from continuing operations are expected to be in the range of $1.58 to $1.64 on a diluted share basis. Our non-GAAP earnings per share from continuing operations are expected to be in the range of $1.52 to $1.58 on a diluted share basis, which excludes a positive $0.06 per share impact of a one-time

 

2

foreign tax credit. Our GAAP earnings per share are expected to be in the range of $1.36 to $1.42 on a diluted share basis which includes the loss from discontinued clearing operations. 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 fourth quarter of our 2010 fiscal year.

We anticipate margins from continuing operations before interest and taxes in the range of 15.8% to 16.2%. Our effective annual tax rate will be approximately 34.7% (GAAP) including the one-time foreign tax credit and 37.5% (non-GAAP run rate) without the credit. Free cash flow is expected to remain in the range of $235 million to $270 million, as previously provided. Our closed sales forecast for fiscal year 2010 remains unchanged in the range of $185 million to $205 million.

Mr. Daly commented, “Overall, I am satisfied with our year-to-date financial results. I am pleased with the factors we control with respect to sales and client revenue retention but disappointed that the market-driven volumes have not yet returned. As in the past, we are and remain a lagging market indicator. Fortunately the unprecedented surge in event-driven revenues enables us to be within our original earnings per share guidance. We believe the Penson transaction closing is imminent. Subsequent to closing, we anticipate opportunistically repurchasing shares to offset the $0.07 per share dilution the conversion process will cause over the next 12 to 18 months. Once the Penson transaction closes, we will request Board authorization for additional share repurchases.”

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. 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, Monday, May 10, 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 one hour prior to the webcast from 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

 

3

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; the failure of our outsourced data center services provider to provide the anticipated levels of service; 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:

Rick Rodick

Broadridge Financial Solutions, Inc.

Vice President, Investor Relations

(516) 472-5474

 

4

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

 

     Three Months Ended
March 31, 		    Nine Months Ended
March 31, 		 
     2010     2009     2010     2009  

Revenues

   $ 490.8      $ 463.7      $ 1,458.7      $ 1,356.7   
                                

Cost of revenues

     380.9        357.3        1,119.1        1,033.7   

Selling, general and administrative expenses

     60.0        48.7        171.8        164.4   

Other (income) expenses, net

     1.5        3.2        8.4        (3.7 ) 
                                

Total expenses

     442.4        409.2        1,299.3        1,194.4   
                                

Earnings from continuing operations before income taxes

     48.4        54.5        159.4        162.3   

Provision for income taxes

     17.6        13.3        50.5        55.0   
                                

Net earnings from continuing operations

     30.8        41.2        108.9        107.3   

Loss from discontinued operations, net of tax benefit

     (5.9 )      (0.3 )      (24.0 )      (0.9 ) 
                                

Net earnings

   $ 24.9      $ 40.9      $ 84.9      $ 106.4   
                                

Earnings per share:

        

Basic earnings per share from continuing operations

   $ 0.23      $ 0.30      $ 0.80      $ 0.77   

Basic loss per share from discontinued operations

     (0.05 )      (0.01 )      (0.18 )      (0.01 ) 
                                

Basic earnings per share

   $ 0.18      $ 0.29      $ 0.62      $ 0.76   
                                

Diluted earnings per share from continuing operations

   $ 0.22      $ 0.29      $ 0.78      $ 0.76   

Diluted loss per share from discontinued operations

     (0.04 )      —          (0.17 )      (0.01 ) 
                                

Diluted earnings per share

   $ 0.18      $ 0.29      $ 0.61      $ $0.75   
                                

Weighted-average shares outstanding:

        

Basic

     134.8        139.5        136.2        140.0   

Diluted

     138.8        141.2        139.6        141.6   

Dividends declared per common share

   $ 0.14      $ 0.07      $ 0.42      $ 0.21   

 

5

Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

 

     March 31,
2010 		    June 30,
2009 		 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 177.9      $ 173.4   

Accounts receivable, net of allowance for doubtful accounts of $1.8 and $2.3, respectively

     354.5        381.0   

Other current assets

     145.5        83.2   

Assets of discontinued operations

     1,460.3        1,414.2   
                

Total current assets

     2,138.2        2,051.8   

Property, plant and equipment, net

     75.5        75.4   

Other non-current assets

     124.3        136.3   

Goodwill

     491.6        481.8   

Intangible assets, net

     34.3        29.4   
                

Total assets

   $ 2,863.9      $ 2,774.7   
                

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 94.4      $ 72.0   

Accrued expenses and other current liabilities

     202.4        216.7   

Deferred revenues

     96.8        34.6   

Liabilities of discontinued operations

     1,185.9        1,106.6   
                

Total current liabilities

     1,579.5        1,429.9   

Long-term debt

     324.1        324.1   

Other non-current liabilities

     54.9        60.8   

Deferred revenues

     48.4        50.9   
                

Total liabilities

     2,006.9        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, 143.9 shares and 141.8 shares, respectively; outstanding, 134.8 and 139.3 shares, respectively

     1.4        1.4   

Additional paid-in capital

     568.2        505.9   

Retained earnings

     460.4        432.3   

Treasury stock—at cost, 9.1 and 2.5 shares, respectively

     (180.0 )      (37.5 ) 

Accumulated other comprehensive income

     7.0        6.9   
                

Total stockholders’ equity

     857.0        909.0   
                

Total liabilities and stockholders’ equity

   $ 2,863.9      $ 2,774.7   
                

 

6

Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

 

     Revenues  
     Three Months Ended
March 31, 		    Nine Months Ended
March 31, 		 
     2010     2009     2010     2009  

Investor Communication Solutions

   $ 356.5      $ 334.7      $ 1,059.7      $ 944.0   

Securities Processing Solutions

     133.6        136.3        397.5        422.2   

Other

     0.1       0.9       2.3       1.3  

Foreign currency exchange

     0.6        (8.2 )      (0.8 )      (10.8 ) 
                                

Total

   $ 490.8      $ 463.7      $ 1,458.7      $ 1,356.7   
                                
     Earnings (Loss) from Continuing Operations before  Income
Taxes 		 
     Three Months Ended
March 31, 		    Nine Months Ended
March 31, 		 
     2010     2009     2010     2009  

Investor Communication Solutions

   $ 28.0      $ 33.3      $ 102.3      $ 76.4   

Securities Processing Solutions

     24.5        32.0        73.5        105.4   

Other

     (5.0 )      (8.6 )      (18.4 )      (17.5 ) 

Foreign currency exchange

     0.9        (2.2 )      2.0        (2.0 ) 
                                

Total

   $ 48.4      $ 54.5      $ 159.4      $ 162.3   
                                

 

7

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Earnings per Share and EBIT From Continuing Operations FY10 Guidance

(Unaudited)

 

Earnings Per Share From Continuing Operations Non-GAAP to GAAP Reconciliation

   Low     High  

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

   $ 1.52      $ 1.58   

Foreign Tax Credit - Tax Restructuring

     0.06        0.06   
                

Diluted EPS (GAAP)

   $ 1.58      $ 1.64   
                

EBIT From Continuing Operations Non-GAAP to Earnings From Continuing Operations Before Income Taxes GAAP Reconciliation

   Low     High  

EBIT From Continuing Operations (Non-GAAP)

   $ 348      $ 361   

Margin % (Non-GAAP)

     15.8 %      16.2 % 

Interest on Borrowings

     (11 )      (11 ) 
                
     0.5 %      0.5 % 
                

Earnings From Continuing Operations Before Income Taxes (GAAP)

   $ 337      $ 350   
                

Margin % (GAAP)

     15.3 %      15.7 % 

 

8

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow Guidance

(In millions)

(Unaudited)

 

     FY10 Range  
     Low     High  

Earnings (GAAP)

   $ 220      $ 228   

Depreciation and amortization

     60        58   

Stock-based compensation expense

     30        28   

Other

     (15 )      (10 ) 
                

Subtotal

     295        304   

Working capital changes

     (5 )      8   

Long-term assets & liabilities changes

     —          3   
                

Net cash flow provided by operating activities

     290        315   

Cash Flows From Investing Activities

    

Capital expenditures & intangibles

     (55 )      (45 ) 
                

Free cash flow (non-GAAP)

   $ 235      $ 270   
                

 

9

©
2010 Broadridge
Financial Solutions, Inc.
Broadridge
and
the
Broadridge
logo
are
registered
trademarks
of
Broadridge
Financial
Solutions,
Inc.
May 10, 2010
Earnings Webcast & Conference Call
Third 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; the failure of our outsourced data center services provider to provide the anticipated levels of
service; 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 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 and Key Topics
Rich Daly, CEO
Third 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
Rick Rodick, VP Investor Relations
Closing Remarks
Rich Daly, CEO

3
Opening Remarks
Key Topics:
Executive summary
Financial results for the third quarter of fiscal year 2010
A review of closed sales performance
Business update

4
Opening Remarks –
Key Topics
Executive Summary:
Business execution remains strong
•
Year-to-date record closed sales were 41% higher than last year and client revenue
retention rates were at 98%
•
We continue to grow in all of our markets during this down cycle
•
We were recently upgraded by Moody’s 
We are executing on our strategies
•
Signed business alliance and data center outsourcing agreements with IBM
•
The Penson
transaction is proceeding as planned
•
Entered the registered equity transfer agency market with the acquisition of
StockTrans
•
The Morgan Stanley Smith Barney (MSSB) transaction is progressing nicely
•
High level of associate engagement and productivity recognized by being named #1
“Best Large Company to Work For in New York State”
Key recurring revenues have not rebounded in FY10
•
Trade volumes, stock record growth and fulfillment continue to run at levels below last
year; however, they have improved from the first half of the year
Unprecedented increase in event-driven mutual fund proxy revenues enables us
to be within our original earnings per share guidance

5
Opening Remarks –
Key Topics
Third Quarter Fiscal Year 2010 Financial
Results:
Revenues for the quarter were up 6%, slightly below expectations
•
The results were primarily driven by the continued growth in event-driven
mutual fund proxy revenues and recurring revenues from the MSSB
transaction
•
Key market-driven revenues (trade volumes and stock record growth) have
not returned to the levels we anticipated
GAAP earnings per share were down from last year, as expected,
primarily
due
to
the
dilutive
impact
of
the
MSSB
transaction
and
the
one-
time state income tax credit received in FY09

6
Opening Remarks –
Key Topics
Sales Performance Overview:
Year-to-date closed sales of $130M increased 41% compared to the
same period last year
•
Recurring revenue sales increased 32% year-to-date
•
Event-driven revenue sales increased 60% year-to-date
Closed
three
significant
Securities
Processing
sales
during
the
quarter
totaling approximately $15M in revenue, over 50% of which was an
outsourcing sale
Sales pipeline continues to have very good momentum and contains
large opportunities for both segments
Full year closed sales FY10 guidance of $185-205M remains
unchanged

7
Business Update
Investor Communication Solutions:
Equity Proxy
•
Approximately 25% of the business
•
Stock record growth down 1%
•
Client retention and service levels remain very strong
•
Notice & Access penetration increased to approximately 52%
•
Global proxy activity is up
•
Registered clients increased to approximately 1,600
Entered into the registered equity transfer agency business by acquiring
StockTrans
•
We will create a new transformative model
•
The
model
will
leverage
street
processing
efficiency
and
both
Broadridge
segments
Continue to make progress on our mutual fund data aggregation strategy
We
believe
proposed
regulatory
reform
affecting
proxy
can
be
implemented
due
to
the
strengths
and
flexibility
of
the
Broadridge
data
hub

8
Business Update
Securities Processing & Outsourcing Solutions:
Retention rates are high.  No new large concessions
Closed three significant sales during the quarter to foreign-
based multi-national companies totaling approximately $15M
•
Three diverse sales, the largest of which was an outsourcing sale
Increased sales pipeline in SPS because of the number of firms
considering becoming primary dealers
Improving margins
•
The
majority
of
the
economic
benefit
related
to
the
IBM
alliance
will
occur in Securities Processing

9
Business Update
IBM Agreements:
Key strategic decision that positions Broadridge
with the industry leader
Business Alliance Agreement
•
The IBM/Broadridge
business alliance is structured to deliver a comprehensive
portfolio of technology-based solutions and services to the financial services
industry
•
The alliance’s go-to-market joint strategy is a technology lift (IBM) and application
shift (Broadridge) strategy
•
The combined solution suite will enable firms to outsource more of their non-core
technology and operation functions to IBM and Broadridge
Outsourcing Broadridge’s
Data Center
•
IBM is the recognized global leader in IT outsourcing services
•
Broadridge
will
be
aligned
with
a
technology
provider
who
offers
recognized
market
leading data center services
•
IBM data centers meet all of the highest standards of reliability, availability, security
and scalability as specified for Tier IV data center architecture
•
It
is
anticipated
to
save
Broadridge
approximately
$25M
annually
when
fully
implemented in FY13, subsequent to approximately $25M of one-time total
transition costs to be incurred over FY11 and FY12

10
Key Highlights:
Q3
$491M/YTD
$1,459M
-
Revenue
Q3
revenues
were
up
6%
all
coming
from
ICS
as
SPS
still
down
due
to planned
client losses and concessions
YTD revenues up 8% all coming from ICS
Q3 10%/YTD 11% EBIT Margin (non-GAAP)
Q3
down
2pts
from
last
year
due
mainly
to
planned
SPS
revenue
fall
off
and
on-boarding
of new sales,
including MSSB
statement
business
in
ICS.
Also
increased some short-term investment spend in ICS
YTD down slightly from last year due to ICS event-driven revenue in Q2 of this year
and planned revenue fall off in SPS
Q3 $0.22/YTD $0.72 -
Diluted EPS (non-GAAP)
Q3 down from last year due to pre-tax margins partially offset by fewer shares
outstanding
YTD
up
from
last
year
due
to
higher
earnings
and
fewer
shares
outstanding
Broadridge
Results From Continuing Operations
–
Q3 & YTD FY 2010
Note: See Appendix for Non-GAAP to GAAP reconciliation

11
Revenue Drivers-
Historical and FY10 (Continuing Operations) 
Sales
–
large deals in the SPS space take 12-24 months to convert.  The contributions to revenue are fairly well known
months/yrs in advance so usually no surprises with ranges given for revenue but sales ranges may be subject to more
“lumpiness”
even within/between years (See Appendix page 26 for detailed Closed Sales to Revenue Contribution Slide)
Client
Losses
(Retention)
–
any
large
loss
has
historically
been
known
in
advance
and
hasn’t
created
a
surprise
in
any year’s forecast we’ve given.  We’ve not been made aware of any large potential losses to date
Internal
Growth
–
expected
the 1
st
half
of
the
fiscal
year
to
be
down
year-over-year,
but
did
expect
uptick
to
some
degree
in
2
half
and
this
has
not
occurred
Event-Driven
–
MF Proxy is driving the growth here as other Event-Driven is down year-over-year and also has not
picked
up
in
2
half
of
this
fiscal
year
Distribution
–
growth
primarily
related
to
MF
Proxy
activity
offset
by
Notice
&
Access
Acquisitions/FX/Other
–
Penson
contribution
to
revenue
lower
this
year
than
anticipated
due
to
timing
of
closing.
FX
has been a positive this year given the US dollar has been near par with the Canadian dollar
Historical (FY05-FY09)
Actual
Forecast
& FY10 Forecast
CAGR
YTD FY10
FY10
6%
Total Revenue Growth
8%
7%
4%
Sales (Recurring)
4%
4%
-2%
Client Losses
-2%
-2%
2%
Net New Business
2%
2%
3%
Internal
Growth
(a)
-2%
-2% to -1%
1%
Event-Driven
(b)
5%
4% to 3%
0%
Distribution
2%
1%
0%
Acq/FX/Other
1%
2%
(a) Internal Growth includes SPS Equity & Fixed Income Trades, ICS Equity & Mutual Fund Stock Record
Growth, Transaction Reporting and Time & Materials
(b) Event-Driven includes ICS Proxy Contest/Specials, Mutual Fund Proxy and Marketing Communications Fulfillment
nd
nd

12
Segment Results –
Investor Communication Solutions
Key Highlights: 
Revenues:
Q3, YTD, and Full Year range driven by unprecedented event-driven mutual fund (MF) proxy, gains from Net New Business (sales less losses)
primarily MSSB, and Access Data
Throughout this extended economic cycle, our client revenue retention rates remain very high. Internal growth generally lags behind market
recovery, but expected to return to historical levels.  Equity stock record growth expected to be at -1% for year as we’ve seen improvement from
1 st
half
Margins:
Q3 decline driven by fee mix including the previously disclosed dilutive impact of MSSB and increased investments as we respond to market
opportunities. YTD up primarily due to MF proxy activity in Q2
Full Year Guidance:
Both revenue and margins are down for the low and high end of the ranges from last quarter due to equity stock record growth still being down,
no
signs
of
recovery
to
date
for
proxy
contests/specials
or
fulfillment
and
MF
proxy
activity
not
as
robust
in
2    half
as
anticipated
3Q10
3Q09
3Q10 YTD
3Q09 YTD
FY09
Actual
Actual
Actual
Actual
Actual
Low
High
Revenues
$357
$335
$1,060
$944
$1,531
$1,671
$1,688
Growth Rate
7%
-2%
12%
0%
-3%
9%
10%
Fee Revenues
$182
$161
$548
$453
$774
$890
$897
Growth Rate
13%
3%
21%
2%
1%
15%
16%
Recurring (RC)
11%
5%
8%
7%
5%
8%
9%
Event-driven (ED)
16%
-2%
45%
-7%
-8%
33%
35%
Distribution Revenues
$175
$173
$512
$491
$757
$781
$791
Growth Rate
1%
-7%
4%
-2%
-6%
3%
5%
Margin $
$28
$33
$102
$76
$249
$279
$285
Margin
7.9%
9.9%
9.7%
8.1%
16.3%
16.7%
16.9%
Margin (bps) Change
200 bps
50 bps
160 bps
140 bps
10 bps
40 bps
60 bps
FY10 Range
($ in millions)
nd

13
13
Business Results –
Securities Processing Solutions
Key Highlights: 
Revenues:
Q3 and YTD revenue declines driven by previously disclosed carry-over impact of client losses and price concessions and lower trade volumes in both
Equities and Fixed Income
Continued delay in timing of expected Bank of America (BoA) client loss provided benefits to both Q3 and YTD
Q3 trade volumes slightly up from Q2 for Equities and Fixed Income
Non-trade revenues such as Time & Materials (T&M) while down, continue to be better than expected
Margins:
Margin
improved
100
bps
from
Q2
due
to
year-end
processing.
Decline
from
prior
year
of
500
bps
impacted
by
BoA
client
loss
and
price
concessions,
partially offset by Net New Business at 60%+ incremental margin
Full year guidance: 
Ranges
are
all
dependent
on
trade
volumes
such
as
retail
volumes
in
equities
and
mortgage
volumes
in
fixed
income
3Q10
3Q09
3Q10 YTD
3Q09 YTD
FY09
Actual
Actual
Actual
Actual
Actual
Low
High
Revenues
$127
$130
$379
$403
$534
$503
$507
Growth Rate
-2%
1%
-6%
6%
4%
-6%
-5%
Trade
$69
$72
$213
$236
$311
$283
$286
Growth Rate
-4%
-7%
-10%
2%
0%
-9%
-8%
Non-trade
$58
$58
$166
$167
$223
$220
$221
Growth Rate
0%
14%
0%
12%
10%
-1%
-1%
Margin $
$27
$34
$81
$112
$143
$102
$107
Margin %
21.2%
26.2%
21.3%
27.7%
26.7%
20.3%
21.1%
Margin (bps) Changes
500 bps
170 bps
640 bps
110 bps
Flat
640bps
560bps
($ in millions)
FY10 Range

14
Business
Results
–
Outsourcing
Solutions
(Continuing
Operations)
Key Highlights: 
FY10:
Q3 and YTD revenues and pre-tax loss virtually flat year over year
Full
year
revenues
expected
to
increase
by
$2-3M
due
to
Phase
1
Penson
conversion
expected
to
start
after
closing
at
the
end
of Q4 of FY10
YTD
pre-tax
loss
of
$(7)M
plus
Q4
run-rate
of
$(8)M
in
Q4
from
Penson
transaction
brings
FY10
total
of
$(15)M;
change
in
Q4
run-rate after transaction closing due to $50M in annualized expenses coming back into results that were classified as
“Discontinued
Operations”
prior
to
closing
of
the
Penson
transaction
Q4
annual
“Run-rate”
is
equal
to
existing
outsourcing
revenues
of
$25M
plus
Phase
1
Penson
of
$30M
(down
from
$40M
due
primarily to loss of Neuberger contract)
Phase
2
Penson
Implementation:
Expect
Penson
to
fully
convert
their
business
to
SPS
Outsourcing
platform
during
the
Q4
of
FY11
(additional
$25-35M
in
annual revenues resulting in contributions to operating margins)
3Q10
3Q09
3Q10 YTD
3Q09 YTD
FY09
FY10 Range
4Q10
Actual
Actual
Actual
Actual
Actual
Low
High
"Run-rate"
Revenues
$6
$6
$18
$19
$25
$28
$26
$14
Growth Rate
0%
34%
-6%
36%
31%
11%
4%
Pre-tax Loss
-$3
-$2
-$7
-$6
-$9
-$15
-$12
-$8
($ in millions)

15
Penson
Update
Evolution of the Penson
Deal
FY09 Actual results to Continuing Operations GAAP
FY09
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
+
$30M
=
$55M
+
$25M -
$35M
=
$80M-$90M
($75M Clearing Related)
$75M Contracts Sold to Penson
(Existing Outsourcing)
($25M Existing Outsourcing)
($25M Existing Outsourcing)
($30M 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
$35M
+
$50M
=
$85M
+
$5M
=
$90M
Operating Losses
($10M)
-
$0M
=
($10M)
+
($20M)
=
($30M)
+
$20M-$30M
=
($10M) -to-
($0M)
(B)
Note: $ amounts have been rounded for illustrative purposes only
(A)
$75M
- Phase 2 is related to outsourcing services to support the existing Penson clients once converted onto the Broadridge processing platform.   As a result, there are less expenses necessary for Penson Phase 2.
-
Phase
1
is
related
to
outsourcing
services
to
support
the
client
contracts
acquired
by
Penson
from
Broadridge.
Revenue
amount
originally
expected
to
be
$40M
was
reduced
due
primarily
to
loss
of
Neuberger contract.

16
Segment Results –
Other & Foreign Exchange (FX)
Key Highlights: 
Other Fees:
Primarily related to termination fees
FX:
Expectation
is
that
FX
impact
will
not
be
material
for
remainder
of
FY10
Interest
–
Dependent
on
changes
in
LIBOR
–
Not
planning
to
pay
down
additional
debt
during
FY10
3Q10
3Q09
3Q10 YTD
3Q 09 YTD
FY09
FY10 Range
Actual
Actual
Actual
Actual
Actual
Low
High
Other Fees Revenues
$0
$1
$2
$1
$2
$2
$2
Other Fees Margin
$0
$1
$2
$1
$2
$2
$2
FX Revenues
$1
-$8
-$1
-$11
-$18
$4
$6
FX P&L Margin
$1
-$2
$2
-$2
-$4
$0
$4
Other
Interest Expense
-$3
-$3
-$8
-$12
-$14
-$11
-$11
Purchase of Senior Notes
(1-time gain)
-
-
-
$8
$8
-
-
Corporate Expenses & Investments
-$4
-$6
-$12
-$22
-$30
-$20
-$25
FX Transaction Activity
$1
$0
$0
$7
$2
-
-
($ in millions)

17
Cash Flow –
YTD and FY10 Forecast
Unaudited
(In millions)
Low
High
Cash Flow -
Continuing Operations
Net earnings from continuing operations (GAAP)
109
$                    
220
$            
228
$            
Depreciation and amortization (includes other LT assets)
43
60
58
Stock-based compensation expense
21
30
28
Other
(16)
(15)
(10)
Subtotal
157
295
304
Working capital changes
21
(5)
8
Long-term assets & liabilities changes
3
-
3
Net cash flow provided by continuing operating activities
181
290
315
Cash Flows From Investing Activities
Capital expenditures & purchased intangibles
(29)
(55)
(45)
Free cash flow (Non-GAAP)
152
$                    
235
$            
270
$            
Cash Flows From Other Investing and Financing Activities
Acquisitions
(11)
(11)
(11)
Freed-up Clearing capital (b)
10
210
240
Long-term debt repayment
-
-
-
Dividends paid
(48)
(67)
(67)
Other
5
5
5
Stock repurchases net of options proceeds
(103)
(103)
(103)
Net change in cash and cash equivalents
5
269
334
Cash and cash equivalents, at the beginning of year
173
173
173
Cash and cash equivalents, at the end of period
178
$                    
442
$            
507
$            
(a)
Guidance does not include effect of any future acquisitions, additional debt or share repurchases
(b) Assumes
Penson
transaction will close in Q4 2010
March 2010
Nine Months Ended
FY10 Range
(a)

18
Broadridge -
FY 2010 Continuing Operations Financial Guidance Summary
Revenue growth around 7%
Closed sales forecast for the year remains at $185-205M
Earnings before interest and taxes margin of 15.8-16.2% (Non-GAAP)
Diluted Earnings Per Share:
GAAP EPS (continuing operations) in the range of $1.58-$1.64
Non-GAAP EPS (continuing operations) in the range of $1.52-$1.58, excludes the
net benefit of $0.06 for the one-time foreign tax credit
GAAP EPS (including discontinued operations) in the range of $1.36-$1.42
Interest expense of approximately $11M
Effective tax rates of approximately 34.7% (GAAP) and approximately 37.5%
(Non-GAAP) run-rate, excluding one-time foreign tax credit
Free cash flow remains 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
Earnings per share within the range of original guidance
Weaker recurring revenue volumes due to the weak market conditions
impacting our business
Record event-driven revenues offset weaker recurring revenue volumes
Strong future given our consistent ability to execute
Strong client revenue retention of 98%!
Record service levels directly tied to being named #1 “Best Large Company to
Work For in New York State”
Record closed sales directly related to record service levels
Strategic tuck-ins to enhance market opportunities and revenue growth
Strong cash flow with commitment to creating shareholder value
Expect to seek Board approval for additional stock repurchases at the time of
Penson
closing to offset sale dilution

20
Summary (continued)
New communications growth opportunities in mutual funds and transfer
agency businesses
Unique ability to leverage “street”
processing leadership
Expect securities processing outsourcing annual revenue will be about $100
million when Penson is fully converted
IBM agreements create market and margin opportunities
Well positioned for when our markets return

21
Q&A
There are no slides during this portion of the
presentation

22
Closing Comments
There are no slides during this portion of the
presentation

23
Appendix
Appendix

24
Broadridge
3Q and YTD 2010 from Continuing Operations
Revenue
($ in millions)
EBIT
Revenue
($ in millions)
EBIT
FY09
FY10
FY09
FY10
FY09
FY10
FY09
FY10
Q3
Q3
Q3
Q3
Q3 YTD
Q3 YTD
Q3 YTD
Q3 YTD
$335
$357
ICS
$33
$28
$944
$1,060
ICS
$76
$102
-2%
7%
Growth %  /  Margin % 
9.9%
7.9%
0%
12%
Growth %  /  Margin %  
8.1%
9.7%
$136
$134
SPS
$32
$25
$422
$398
SPS
$105
$74
2%
-2%
Growth %  /  Margin % 
23.5%
18.3%
7%
-6%
Growth %  /  Margin % 
25.0%
18.5%
$471
$490
Total Segments
$65
$52
$1,366
$1,457
Total Segments
$182
$176
-
4%
Growth %  /  Margin % 
13.8%
10.7%
-
7%
Growth %  /  Margin % 
13.3%
12.1%
$1
$0
Other
($5)
($3)
$1
$2
Other
($21)
($10)
($8)
$1
FX
*
($2)
$2
($11)
($1)
FX
*
$5
$2
$464
$491
Total Broadridge
$58
$51
$1,357
$1,459
Total Broadridge
$166
$167
-
6%
Growth %  /  Margin % 
12.5%
10.4%
-
8%
Growth %  /  Margin % 
12.2%
11.5%
Interest & Other
($3)
($3)
Interest & Other
(c)
($3)
($8)
Total EBT
$55
$48
Total EBT
$162
$159
Margin %
11.8%
9.9%
Margin %
12.0%
10.9%
Income Taxes
($13)
($18)
Income Taxes
($55)
($51)
Tax Rate
(a)
24.4%
36.3%
Tax Rate
(d)
33.9%
31.7%
Total Net Earnings
$41
$31
Total Net Earnings
$107
$109
Margin %
8.9%
6.3%
Margin %
7.9%
7.5%
Diluted Shares
141
139
Diluted Shares
142
140
Diluted EPS (GAAP)
$0.29
$0.22
Diluted EPS (GAAP)
$0.76
$0.78
Diluted EPS Before 1-Times (Non-GAAP)
(b)
$0.26
$0.22
Diluted EPS Before 1-Times (Non-GAAP)
(e)
$0.69
$0.72
  
* Includes impact of FX P&L Margin and FX Transaction Activity
(a) FY09 Q3 Tax Rate of 24.4% is attributable to the retroactive portion of the approved certification for a state tax credit program of $6M. The $6M is comprised of $4 million for fiscal 
     year 2008 & $2M for the six months ended December 31, 2008. 
(b) FY09 Q3 Diluted EPS Before 1-Times (Non-GAAP) excludes the FY08 portion of the approved certification for a state tax credit program (gain reflected in Income 
     Taxes) $0.03 impact to EPS.
(c) FY09 Interest & Other reflects the effect of the one-time gain from the purchase of the 6.125% Senior Notes of approximately $8M.
(d) FY09 Q3 YTD Tax Rate of 33.9% is attributable to the FY08 portion of the approved certification for a state tax credit program of $4M. Excluding the one-time tax credit 
     the FY09 Q3 YTD tax rate would be 36.4%.
     FY10 Q3 YTD Tax Rate of 31.7% is attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of approximately $8M. Excluding 
     the year-to-date benefit the FY10 Q3 YTD tax rate would be 36.7%.
(e) FY09 Q3 YTD Diluted EPS Before 1-Times (Non-GAAP) excludes the approximately $8M gain on purchase of $125M of Senior Notes (gain reflected in Interest & Other); $0.04 
     impact to EPS and  the fiscal year 2008 portion of the approved certification for a state tax credit program (gain reflected in Income Taxes); $0.03 impact to EPS.
     FY10 Q3 YTD Diluted EPS Before 1-Times (Non-GAAP) excludes the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of approximately 
     $8M (gain reflected in Income Taxes); $0.06 impact to EPS.

25
Broadridge
FY10 Guidance from Continuing Operations
Revenue
($ in millions)
EBIT
FY09
FY10 Range
FY09
FY10 Range
Actual
Low
High
Actual
Low
High
$1,531
$1,671
$1,688
ICS
$249
$279
$285
-3%
9%
10%
Growth %  /  Margin % 
16.3%
16.7%
16.9%
$559
$531
$533
SPS
$134
$87
$94
5%
-5%
-5%
Growth %  /  Margin % 
23.9%
16.4%
17.7%
$2,090
$2,202
$2,222
Total Segments
$383
$366
$379
-1%
5%
6%
Growth %  /  Margin % 
18.3%
16.6%
17.1%
$1
$2
$2
Other
($29)
($18)
($23)
($18)
$4
$6
FX
*
($2)
($0)
$4
$2,073
$2,208
$2,230
Total Broadridge
$352
$348
$361
-3%
7%
7%
Growth %  /  Margin % 
17.0%
15.8%
16.2%
Interest
&
Other
(a)
($6)
($11)
($11)
Closed Sales
Total EBT
$346
$337
$350
FY10 Range
Margin %
16.7%
15.3%
15.7%
Segments
Low
High
ICS
$125
$135
Income Taxes
($123)
($116)
($122)
SPS
$60
$70
Tax Rate
(b)
35.5%
34.6%
34.7%
Total
$185
$205
Total Net Earnings
$223
$220
$228
Margin %
10.8%
10.0%
10.3%
Diluted Shares
142
139
139
Diluted EPS (GAAP)
$1.58
$1.58
$1.64
Diluted
EPS
Before
1-Times
(Non-GAAP)
(c)
$1.51
$1.52
$1.58
* Includes impact of FX P&L Margin and FX Transaction Activity
(a) FY09 Actual Interest & Other reflects the effect of the one-time gain from the purchase of the 6.125% Senior Notes of approximately $8M.
(b) FY09 Actual Tax Rate of 35.5% is attributable to the FY08 portion of the approved certification for a state tax credit program of $4M. Excluding the 
      one-time tax credit the FY09 Full Year tax rate would be 36.7%.
FY10 Low & High Ranges Tax Rates of 34.6% & 34.7% respectively is attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of approximately $8M.
Excluding the year-to-date tax benefit the FY10 Low & High Tax Rate would be 36.7%
(c) FY09 Actual Diluted EPS Before 1-Times (Non-GAAP) excludes the approximately $8M gain on purchase of $125M of Senior Notes (gain reflected in 
     Interest & Other); $0.04 impact to EPS and the FY08 portion of the approved certification for a state tax credit program (gain reflected in Income 
     Taxes); $0.03 impact to EPS.
FY10 Low & High Ranges Diluted EPS Before 1-Times (Non-GAAP) of $1.52 & $1.58 respectively excludes the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of
approximately $8M (gain reflected in Income Taxes); $0.06 impact to EPS.

26
Closed Sales to Revenue Contribution
FY09
FY10
FY09
FY10
FY11
FY12
($ millions)
Actual
Forecast
Actual
Forecast
Forecast
Forecast
Total Revenues
2,073
2,208-2,230
$ Growth
135-157
% Growth
7%
Total Closed Sales
140