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 11, 2009

 

 

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-33220   33-1151291

(State or other jurisdiction

of incorporation)

  (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 11, 2009, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2009. On May 11, 2009, the Company also posted an Earnings Webcast & Conference Call Presentation dated May 11, 2009 on the Company’s Investor Relations home page at www.broadridge-ir.com . Copies of the press release and presentation are being furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

 

Item  7.01. Regulation FD Disclosure.

On May 11, 2009, the Company issued a press release announcing that the Standard and Poor’s credit rating agency had recently raised its credit rating of the Company to an investment grade rating of BBB- with a positive outlook, from its previous rating of BB+ with a positive outlook.

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

 

Item  9.01. Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:

 

Exhibit No.

 

Description

99.1   Press release dated May 11, 2009.
99.2   Earnings Webcast & Conference Call Presentation dated May 11, 2009.


SIGNATURES

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

Dated: May 11, 2009

 

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By:  

/s/    Dan Sheldon

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

Exhibit 99.1

LOGO

BROADRIDGE REPORTS THIRD QUARTER FISCAL YEAR 2009 RESULTS

Reaffirms Full Year Non-GAAP EPS Guidance

Raises Full Year GAAP EPS Guidance

Lake Success, New York – May 11, 2009 – Broadridge Financial Solutions, Inc. (NYSE:BR), a leading global provider of technology-based outsourcing solutions to the financial services industry, today reported net revenues of $481.2 million, net earnings of $40.9 million, and fully-diluted earnings per share of $0.29 for the third quarter ended March 31, 2009, which includes the benefit from a state tax credit of $7.3 million, or a $0.05 contribution to fully-diluted earnings per share. This compares with net revenues of $498.8 million, net earnings of $29.5 million, and fully-diluted earnings per share of $0.21 for the comparable quarter of the previous fiscal year. The state tax credit is a recurring tax benefit; however, $0.03 per share of the benefit recognized this quarter is a one-time true-up related to fiscal year 2008. The Company also announced that the Standard and Poor’s credit rating agency recently raised its credit rating of Broadridge to an investment grade rating of BBB- with a positive outlook, from its previous rating of BB+ with a positive outlook.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said “I am satisfied with our third quarter results given the current economic environment. I am pleased that our fee revenues continued to show growth in all segments and, in particular, the Investor Communications business, which represents over 70% of Broadridge’s annual revenues and earnings, despite the anticipated declines in event-driven mutual fund proxy activity and distribution revenues.”

Mr. Daly added, “I am also pleased with the market share gains made in our fixed-income processing and clearing businesses resulting from the recent consolidation of firms in the financial services industry. However, offsetting these gains was the decision during the quarter by a large client to perform its equity securities processing in-house after its acquisition of a firm that has its own processing capabilities. The revenue and earnings lost from this client, coupled with the recent impact of higher than average price concessions related to contract renewals and extensions, put us below the mid-point of our previously provided earnings per share guidance. However, the benefit from the state tax credit granted this quarter, lowering our recurring effective tax rate by approximately one percentage point over the next eight years, will help offset the impact of the client loss allowing us to reaffirm our Non-GAAP earnings per share guidance.”

Mr. Daly concluded, “Given the continuing strength of the Investor Communications business, our contract renewals and market share gains, a sales pipeline with some promising large opportunities for all our segments, and our continuing investment in the business, we remain confident in our long-term business strategy.”

For the third quarter of fiscal year 2009, net revenues decreased 4% to $481.2 million, compared to $498.8 million for the same period last year, primarily as a result of lower distribution revenues in the Investor Communication Solutions segment and the unfavorable impact of foreign currency exchange rates. Excluding distribution revenues and the unfavorable impact of foreign currency exchange rates, we had revenue growth of 2%, with revenue growth in all three of our business segments. Net earnings increased 39% to $40.9 million from $29.5 million, primarily due to the favorable effective tax rates related to a state tax credit, lower interest expenses, and the impact from one-time transition costs during the comparable quarter of the previous fiscal year that did not recur this quarter. Diluted earnings per share increased 38% to $0.29 per share compared to $0.21 per share in the third quarter of fiscal year 2008. Our closed sales of $29.8 million for the quarter decreased 28% compared to the same period last year, and closed sales of $110.0 million for the nine months ended March 31, 2009 increased 5% over last year’s comparable results.

For the nine months ended March 31, 2009, net revenues were virtually flat at $1,412.8 million, as net new customer sales in our business segments and internal growth from higher market activity was offset by lower distribution and event-driven activity revenues in the Investor Communication Solutions segment, and the unfavorable impact of foreign currency exchange rates. Pre-tax margins of 11.4% improved compared to 10.9% in the same period last

 


year, as a result of lower interest expense on our long-term debt, a gain from the purchase of $125 million principal amount of our 6.125% senior notes due 2017 (the “Senior Notes”), and the impact of one-time non-recurring transition costs in the prior fiscal year. Fully-diluted earnings per share were $0.75 for the nine months of fiscal year 2009, an increase of $0.08 per share from $0.67 per share for the nine months of the prior fiscal year, primarily as a result of lower interest expense and a lower effective tax rate as a result of the tax benefit from a state tax credit.

Analysis of Third Quarter Fiscal Year 2009

Investor Communication Solutions

Net revenues for the Investor Communication Solutions segment in the third quarter of fiscal year 2009 decreased 2% to $334.7 million compared to the third quarter of fiscal year 2008. The decrease was driven primarily by lower event-driven activity and reduced distribution revenues resulting from higher adoption rates of Notice and Access, primarily offset by net new business and increased recurring revenues. Excluding distribution revenues of $173.4 million for the three months ended March 31, 2009, fee revenue grew 3% compared to the third quarter of fiscal year 2008. Operating margin increased by 0.5 percentage points compared to the third quarter of fiscal year 2008 as a result of a higher margin product mix.

Securities Processing Solutions

Net revenues for the Securities Processing Solutions segment in the third quarter of fiscal year 2009 increased 1% to $130.2 million compared to the third quarter of fiscal year 2008. The increase was primarily related to new business growth from the small acquisition made at the beginning of fiscal year 2009. Revenue from net new business was flat as sales and losses of 5% offset each other. Revenue from internal growth was also flat, as revenue growth from higher non-transaction services and slightly higher trading volumes was offset by price concessions related to contract renewals and extensions. Operating margin decreased 1.7 percentage points compared to the third quarter of fiscal year 2008, as a result of higher investment spending related to new products, increased amortization of conversion costs and lower capitalization of conversion related resources.

Clearing and Outsourcing Solutions

Net revenues for the Clearing and Outsourcing Solutions segment in the third quarter of fiscal year 2009 increased 3% to $23.6 million compared to the third quarter of fiscal year 2008. The increase was driven by a 26% positive contribution from net new business consisting of both securities clearing and outsourcing services, offset by a 23% decrease in internal growth. The decrease in internal growth is primarily a result of a decrease in average margin balances and lower interest income related to a lower Federal Funds rate. Operating loss was $2.5 million for the third quarter of fiscal year 2009 compared to an operating loss of $0.5 million in the third quarter of fiscal year 2008, as the lower net interest income revenue resulting from the lower Federal Funds rate and margin balances, all dropped to bottom line losses.

Other

Net revenues for Other, which is primarily comprised of one-time contract termination fees, were $0.9 million, an increase of $0.7 million, compared to the third quarter of fiscal year 2008. Pre-tax loss for Other decreased by $12.2 million, compared to the third quarter of fiscal year 2008. This decrease was primarily due to lower corporate interest expense as a result of lower corporate borrowings and a decline in interest rates, lower expenses related to stock compensation and one-time transition costs incurred in the third quarter of the prior fiscal year.

Fiscal Year 2009 Financial Guidance

We are increasing the fiscal year 2009 GAAP earnings per share guidance range to $1.52 to $1.62 from $1.49 to $1.59, and we are reaffirming our Non-GAAP earnings per share guidance range of $1.45 to $1.55, which excludes the one-time gain from the purchase of our Senior Notes and the state tax credit true-up benefit for the prior fiscal year. The earnings per share guidance is based on diluted weighted-average shares outstanding of approximately 142 million shares.

We are reaffirming our full year net revenues guidance of -3% to flat, and expect net revenue growth will be at the mid-point to lower end of the range, primarily as a result of lower event-driven mutual fund proxy revenues, a further reduction in distribution fees resulting from higher Notice and Access adoption rates, as well as continued decline in trade activity and margin balances. We anticipate earnings before interest and taxes margins in the range of 16.0%

 

2


to 16.9%, which is slightly lower than our previously provided guidance of 16.2% to 17.1%, due to the decline in revenues somewhat offset by discretionary cost containment. Our effective annual tax rate will be approximately 38% as a result of the benefit from the recurring state tax credit.

Free cash flow is expected to be in the range of $230 million to $270 million, which is higher than our previously provided guidance of $210 million to $250 million, as a result of lower needs of cash for working capital and capital expenditures. We are anticipating closed sales for fiscal year 2009 to be in the range of $160 million to $180 million.

Mr. Daly commented, “The strength of our products and services, led by the Investor Communications business, has allowed us to navigate through the current difficult economic conditions. I believe that these strengths, combined with our sales pipeline of prospects for whom our services can provide lower processing risks and costs, and our promising new product initiatives, will enable us to maintain an acceptable course through these uncertain times. I also believe they will provide us with a clear opportunity to take Broadridge to a higher level when the financial services market improves.”

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.

Earnings Conference Call

An analyst conference call will be held today, Monday, May 11, at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the webcast and view the slide presentation, go to www.broadridge-ir.com and click on the webcast icon. The presentation will be available to download and print approximately 30 minutes before the webcast on the Broadridge Investor Relations home page at www.broadridge-ir.com . Broadridge’s news releases, current financial information, SEC filings and Investor Relations presentations are accessible on the same website.

About Broadridge

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

Forward-Looking Statements

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

 

3


slowdown or failure of Broadridge’s systems; changes in technology; availability of skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions; overall market and economic conditions; and any adverse consequences from Broadridge’s spin-off from ADP. Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Investors:

Marvin Sims

Broadridge Financial Solutions, Inc.

Vice President, Investor Relations

(516) 472-5477

 

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,
       2009    2008    2009     2008

Revenues:

          

Services revenues

   $ 473.2    $ 485.6    $ 1,383.1     $ 1,371.6

Other

     8.4      19.4      35.1       67.8
                            

Total revenues

     481.6      505.0      1,418.2       1,439.4

Interest expense from securities operations

     0.4      6.2      5.4       24.3
                            

Net revenues

     481.2      498.8      1,412.8       1,415.1
                            

Cost of net revenues

     372.7      383.1      1,081.5       1,063.0

Selling, general and administrative expenses

     51.3      60.0      174.2       171.6

Other (income) expenses, net

     3.2      7.3      (3.7 )     25.7
                            

Total expenses

     427.2      450.4      1,252.0       1,260.3
                            

Earnings before income taxes

     54.0      48.4      160.8       154.8

Provision for income taxes

     13.1      18.9      54.4       60.4
                            

Net earnings

   $ 40.9    $ 29.5    $ 106.4     $ 94.4
                            

Earnings per share:

          

Basic

   $ 0.29    $ 0.21    $ 0.76     $ 0.68

Diluted

   $ 0.29    $ 0.21    $ 0.75     $ 0.67

Weighted-average shares outstanding:

          

Basic

     139.5      139.9      140.0       139.7

Diluted

     141.2      141.3      141.6       140.9

Dividends declared per common share

   $ 0.07    $ 0.06    $ 0.21     $ 0.18

 

5


Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

 

     March 31,
2009
    June 30,
2008
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 310.3     $ 198.3  

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

     149.7       33.7  

Accounts receivable, net of allowance for doubtful accounts of $2.6 and $3.8, respectively

     342.5       415.4  

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

     802.4       1,369.9  

Other current assets

     125.2       61.9  
                

Total current assets

     1,730.1       2,079.2  

Property, plant and equipment, net

     68.9       82.6  

Other non-current assets

     145.7       157.4  

Goodwill

     470.6       484.3  

Intangible assets, net

     28.9       30.1  
                

Total assets

   $ 2,444.2     $ 2,833.6  
                

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 73.8     $ 89.9  

Accrued expenses and other current liabilities

     178.1       252.6  

Securities clearing payables

     882.1       1,157.4  

Deferred revenues

     83.0       25.5  

Short-term borrowings

     0.8       —    
                

Total current liabilities

     1,217.8       1,525.4  

Long-term debt

     324.0       447.9  

Other non-current liabilities

     56.5       53.6  

Deferred revenues

     53.6       60.9  
                

Total liabilities

     1,651.9       2,087.8  
                

Commitments and contingencies

    

Stockholders’ equity:

    

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

     —         —    

Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 141.6 shares and 140.5 shares, respectively; outstanding, 140.1 and 140.4 shares, respectively

     1.4       1.4  

Additional paid-in capital

     494.8       469.5  

Retained earnings

     325.1       248.2  

Treasury stock—at cost, 1.5 and 0.1 shares, respectively

     (19.9 )     (2.0 )

Accumulated other comprehensive (loss) income

     (9.1 )     28.7  
                

Total stockholders’ equity

     792.3       745.8  
                

Total liabilities and stockholders’ equity

   $ 2,444.2     $ 2,833.6  
                

 

6


Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

 

     Net Revenues  
       Three Months
Ended March 31,
    Nine Months
Ended March 31,
 
       2009     2008     2009     2008  

Investor Communication Solutions

   $ 334.7     $ 342.9     $ 944.0     $ 945.2  

Securities Processing Solutions

     130.2       129.0       402.8       381.0  

Clearing and Outsourcing Solutions

     23.6       22.9       75.5       72.3  

Other

     0.9       0.2       1.3       7.8  

Foreign currency exchange

     (8.2 )     3.8       (10.8 )     8.8  
                                

Total

   $ 481.2     $ 498.8     $ 1,412.8     $ 1,415.1  
                                
     Earnings before Income Taxes  
       Three Months
Ended March 31,
    Nine Months
Ended March 31,
 
       2009     2008     2009     2008  

Investor Communication Solutions

   $ 33.3     $ 32.4     $ 76.4     $ 89.4  

Securities Processing Solutions

     34.1       36.0       111.6       109.8  

Clearing and Outsourcing Solutions

     (2.5 )     (0.5 )     (7.3 )     (4.1 )

Other

     (8.7 )     (20.9 )     (17.9 )     (43.9 )

Foreign currency exchange

     (2.2 )     1.4       (2.0 )     3.6  
                                

Total

   $ 54.0     $ 48.4     $ 160.8     $ 154.8  
                                

 

7

May 11, 2009
Earnings Webcast & Conference Call
Third Quarter Fiscal Year 2009
Broadridge Financial Solutions, Inc.
Exhibit 99.2


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


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


3
Opening Remarks
Key Topics:
Financial results for the third quarter and fiscal year
2009 financial guidance
General update of current market dynamics and
impact on Broadridge
A review of closed sales performance and sales
pipeline


4
Opening Remarks –
Key Topics
Third Quarter FY09 Financial Results
GAAP and Non-GAAP Earnings Per Share (EPS) performance for the quarter were
better than our expectations as a result of the benefit of a state tax credit and lower
expenses
Fee
revenues
for
all
three
operating
segments
continued
to
grow,
offset
by
lower
distribution revenues and the unfavorable impact of foreign currency exchange
rates
Increasing fiscal year 2009 GAAP EPS guidance and reaffirming Non-GAAP EPS
guidance
GAAP
EPS
range
of
$1.52
-
$1.62
Non-GAAP
EPS
range
of
$1.45
-
$1.55
(excludes
one-time
gain
of
$0.04
per
share
from
purchase of senior notes and $0.03 per share from the retroactive benefit of the state tax
credit)
Fiscal year 2009 revenue guidance remains in a range of -3% to flat, due to foreign
currency exchange, lower event-driven mutual fund proxy activity and lower
distribution revenue resulting from higher Notice and Access adoption rates
Increase
in
free
cash
flow
to
a
range
of
$230M
-
$270M,
resulting
from
lower
needs
of cash for working capital and capital expenditures


5
Opening Remarks –
Key Topics
General Market Conditions
Headwinds:
Headwinds and uncertainty generally remain in the financial services market and, as anticipated,
headwinds have created revenue slow down
As expected, event-driven mutual fund proxy activity declined and trade revenue growth has
slowed from the first half of the fiscal year; in addition to a higher decline in margin lending
balances 
As previously disclosed, pricing pressures created contract renewal price concessions:
Concessions estimated at just under 5% of annualized Securities Processing segment revenues, which is
higher than the historical average annualized rate of 3%
Multi-year contracts in place for 11 of our top 15 Securities Processing Solutions clients, two more contracts
expected
to
be
finalized
by
fiscal
year
end,
and
one
client
with
one
year
term
remaining
Current market dynamics continue to create longer-term opportunities in all segments, but sales
cycle for Outsourcing sales has been longer due to market complexity (i.e. mergers and liquidity
concerns) 
Industry Consolidation Update:
Bank of America, as a result of the Merrill Lynch acquisition, will process its equity securities in-house,
estimated to negatively impact Broadridge revenues on an annual basis at just under $20M
Bank of America loss will turn our previously slight positive revenue gain from recent consolidations into a
negative revenue and earnings position
Despite Bank of America loss, our net client retention position in our two securities processing businesses is
at least as good as it was prior to the industry consolidation


6
Opening Remarks –
Key Topics
General Market Conditions (cont’d)
Tailwinds:
The Investor Communications business, which represents over 70% of Broadridge’s
annual revenue and earnings:
Continued to see year-to-date recurring fee revenues growth of 7% and
expecting growth to continue, despite difficult market conditions
The decline in event-driven mutual fund activity has leveled off and we are
seeing a slight benefit coming from M&A related event-driven activity
Lower distribution revenues are being offset by higher margin revenues
associated with electronic communications
Sales pipeline includes some promising large deals in all segments, as firms evaluate
opportunities
to
lower
processing
risk
and
to
obtain
sustainable
long-term
cost
savings
Introducing new products into the market:
The
Investor
Network
,
which
includes
Shareholder
Surveys
and
our
Virtual
Shareholder Meeting products, have been launched with Intel Corporation
TM


7
Opening Remarks –
Key Topics
General Market Conditions (cont’d)
Tailwinds (cont’d)
Sales Performance Overview
Quarterly closed sales of $30M were lower than expected as decision timelines for
opportunities slipped and were pushed out of the quarter
Year-to-date closed sales of $110M are up 5% over the prior year
Recurring year-to-date closed sales increased 61% over the prior year and are
approximately 75% of total closed sales, as recurring closed sales continued to
represent a greater percentage of total closed sales
Sales pipeline remains strong and contains some promising large opportunities in
Transaction Reporting and Outsourcing services
Outsourcing sales cycle has lengthened due to the complexity (i.e. mergers and
liquidity concerns) created by economic conditions
Combination of our year-to-date closed sales performance and robust pipeline,
positions us to deliver our full-year closed sales forecast of $160M -
$180M


8
Key Highlights:
Q3 -
Revenue
4% to $481M and YTD flat at $1,413M (Operating
Segments without Distribution Revenues
2% for Q3 and
4% YTD)
Sales contributed +4%  (YTD = +4%)
Losses reduced growth by -2% (YTD = - 1%)
Internal Growth -1% (YTD = +1%)
Event-driven activity flat (YTD = - 1%)
Distribution Revenues reduced growth by -3% (YTD = - 1%)
Other/FX reduced growth by - 2% (YTD = - 2%)
Q3 -
Pre-tax Margin
150 bps to 11.2% and YTD
50 bps to 11.4%
Q3 –
Increase in margins due to lower interest on debt and one-time transition costs in prior fiscal year
YTD –
Increase due to one-time gains related to purchase of senior notes, lower interest on debt and one-time
transition
costs
in
prior
fiscal
year;
offset
by
previously
disclosed
grow-overs
related
to
timing
of
FY2008
build-out
of
public
company infrastructure and investment ramp-up
Q3 -
Diluted EPS
38% to $0.29 and YTD
12% to $0.75
Q3 –
Fully-diluted shares
0.1M to 141.2M
YTD –
Fully-diluted shares
0.7M to 141.6M
Standard & Poor’s upgraded credit rating to investment grade rating of
BBB-
with positive outlook from BB+ with positive outlook
Broadridge  Results –Q3 & YTD FY 2009


9
Segment Results –
Investor Communication Solutions
Q3 FY09 Key Highlights:
Fee Revenues
Q3
3% ( YTD
2%)
Recurring
Net
New
Business
(new
sales
less
losses)
$4M
or
4%
(YTD
$9M
or
3%)
led
by
Transaction
Reporting
and
to
a
lesser
extent
Post-sale
Fulfillment
Recurring
Internal
Growth
$1M
or
1%
(YTD
$10M
or
4%)
driven
by
an
increase
in
Notice
and
Access
adoption
rates
Mutual
Fund
Interims
position
growth
1%
(YTD
4%)
and
Equity
Proxy
position
growth
2%
(YTD
flat)
Event-driven
Fee
revenue
$1M
or
-2%
(YTD
$12M
or
-7%)
driven
by
lower
Mutual
Fund
Proxy
Notice
and
Access
Q3
Fee
$2M
or
1%
(YTD
$4M
or
1%),
Distribution
Revenue
$6M
or
3%
(YTD
$12M
or
2%),
and
contribution
to
EBIT
40
bps
(YTD
30
bps)
On track for 50% adoption rates
Distribution Revenues
Q3
&
YTD
Distribution
Revenue
7%
and
2%,
respectively,
primarily
due
to
less
event-driven
activity
and
increased
Notice
and
Access
adoption
rates
Margin
Q3
Margin
50
bps
primarily
due
to
higher
revenues
driven
by
increased
Notice
and
Access
adoption
rates
and
Net
New
Business
YTD
Margin
140
bps
primarily
due
to
unfavorable
revenue
mix
and
FY08
favorable
dispute
resolution
FY09 Key Drivers for Fee Revenues:
Recurring Fee revenue Net New Business contributes 2% to 3%
Recurring Fee revenue Internal Growth contributes 2% to 3%
Event-driven Fee revenue contributes -3%, primarily due to a decline in Mutual Fund Proxy
3Q09
3Q09 YTD
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$335
$944
$1,544
$1,551
Growth Rate
-2%
0%
-2%
-2%
Fee Revenues
$161
$453
$778
$789
Growth Rate
3%
2%
1%
3%
Recurring (RC)
5%
7%
7%
9%
Event-driven (ED)
-2%
-7%
-11%
-10%
Distribution Revenues
$174
$491
$766
$762
Growth Rate
-7%
-2%
-5%
-6%
Margin
9.9%
8.1%
16.5%
17.1%
Margin Basis Points (bps) Change
50 bps
140 bps
30 bps
90 bps
(included
in
recurring
internal
growth)


10
10
Segment Results –
Securities Processing Solutions
Q3 FY09 Key Highlights :
Revenues (Q3
1%
and YTD
6% )
Q3 -
Net New Business is flat (Sales of 5% offset by losses of 5%)
YTD -
Net New Business contributed 1% or $5M (Sales of 5% offset by losses of 4%)
Q3 -
Internal Growth is flat, as positive impact from higher non-transaction services revenues and higher Trades Per Day (TPD) offset by
impact
of
contract
renewal
concessions
(Internal
growth
Equity
TPD
2%
to
1,470K.
Fixed-Income
TPD
3%
to
255K)
YTD -
Internal Growth contributed 4% or $14M reflecting higher non-transaction services revenues (~ 65% of growth) and higher TPD
(Internal
growth
Equity
TPD
5%
to
1,556K,
driven
by
retail
trades.
Fixed-Income
TPD
17%
to
264K)
Margin
Q3
170 bps, YTD
110 bps -
Revenue growth more than offset by lower capitalization of conversion related costs
FY09 Key Drivers:
Net New Business contributes flat to 1%
Internal Growth contributes 1%
Acquisition contributes 1%
Margins
decline
140bps
to
80bps
as
revenue
growth
more
than
offset
by lower capitalization of conversion related costs
3Q09
3Q09 YTD
Actual
Actual
Low
High
Revenues
$130
$403
$527
$530
Growth Rate
1%
6%
2%
3%
Margin
26.2%
27.7%
25.3%
25.9%
Margin Basis Points (bps) Change
170 bps
110 bps
140 bps
80 bps
FY09 Range
($ in millions)


11
Segment Results –
Clearing and Outsourcing Solutions
Q3 FY09 Key Highlights:
Revenues (Q3
3% and YTD
4%)
Q3 -
Net New Business contributed 26% or $6M (Sales of 30% with 6%, or $1M from outsourcing, offset by losses of 4%)
YTD
-
Net
New
Business
contributed
20%
or
$15M
(Sales
of
24%
with
6%,
or
$4M
from
outsourcing,
offset
by
losses
of
4%)
Q3 -
Internal Growth
23% or $5M (lower net interest income of $4M due to lower Federal Funds rate -$2M and lower margin
balances) 
YTD -
Internal Growth
16% or $11M (lower net interest income of $12M due to lower Federal Funds rate -$7M and lower margin
balances)
Pre-tax Loss
Q3 -
Excluding the negative effect of net interest income, margin increased $2M on revenue increase of $5M (Federal Funds rate
impact of -$2M)
YTD -
Excluding the negative effect of net interest income, margin increased $8M on revenue increase of $14M (Federal Funds rate
impact of -$7M)
FY09 Key Drivers:
Net New Business contributes 20% to 21% (Neuberger Berman $14M)
Internal Growth contributes -17% or -$16M (primarily due to lower net interest income due to lower Federal Funds rate -$8M and lower
margin balances)
3Q09
3Q09 YTD
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$24
$76
$98
$100
Growth Rate
3%
4%
3%
4%
Net Interest Income
$2
$11
$12
$13
Other Clearing Revenue
$16
$46
$62
$63
Outsourcing Revenue
$6
$19
$24
$24
Pre-tax Loss
-$2
-$7
-$12
-$11


12
Segment Results –
Other & Foreign Exchange (FX)
Q3 & YTD FY09 Key Highlights:
Revenues
Q3 FX Revenues decreased to -$8M from +$4M (YTD FX Revenues decreased to -$11M from +$9M) year-over-
year due to strengthening of the U.S. dollar
Margin
Q3 Net Other Expense and investments in line with expectations
YTD
Net
Other
Expense
-
Interest
expense
includes
one-time
gain
of
$8M
from
purchase
of
$125M
principal
amount of senior notes
FY09 Key Drivers:
FX -
strengthening of U.S. dollar will have negative impact on revenues
Interest
Expense
-
no
further
reduction
in
long-term
debt
expected
Corporate Expenses and Investments are at a run rate of $9M per quarter
3Q09
3Q09 YTD
FY09 Range
($ in millions)
Actual
Actual
Low
High
Other Fees Revenues
$1
$1
$1
$1
Other Fees Margin
$1
$1
$1
$1
FX Revenues
-$8
-$11
-$23
-$23
FX P&L Margin
-$2
-$2
-$5
-$5
Other
Interest Expense
-$3
-$3
-$6
-$6
Corporate Expenses & Investments
-$7
-$23
-$36
-$30
FX Transaction Activity
$0
$7
$7
$7


13
Fiscal Year 2009 Grow-Over Discussion
FY08 Grow-Overs
($ in millions)
Q1
Q2
Q3
Q4
FY09
Actual
Actual
Actual
Forecast
Forecast
Other-
Corporate/Investments
Termination Fees
(2)
(5)
1
(1)
(7)
Corporate Build
(4)
(4)
(1)
0
(9)
Investments
(3)
(3)
(3)
0
(9)
Special Stock Option Grants
0
(2)
3
3
4
Sub-total
(9)
(14)
0
2
(21)
Segments
SPS-
Non-Deferred S&P
(5)
(3)
(2)
0
(10)
($14)
($17)
($31)
$2
($2)


14
Broadridge Cash Flow  –
Q3 FY 2009 and FY 2009 Forecast
Broadridge
Financial Solutions, Inc.
Calculation
of
Free
Cash
Flow
-
Non-GAAP
Unaudited
(In millions)
FY09 Range
Low
High
Ridge Clearing
All Other
Financing
Processing
Broadridge
Calculation of Free Cash Flow
(Non-GAAP)
:
Activities
Activities
Total
Earnings
-
$                
106
$          
106
$            
206
$      
220
$      
Depreciation and amortization
-
42
42
55
60
Deferred taxes
-
(4)
(2)
Stock-based compensation expense
-
22
22
30
30
Gain from purchase of senior notes
-
(8)
(8)
a
Other
-
(5)
(5)
1
3
Subtotal
-
157
157
288
311
W orking capital changes
-
(17)
(17)
(10)
(5)
Securities Clearing Activities
176
-
176
-
-
Long-term assets & liabilities changes
-
(5)
(5)
(8)
(6)
Net cash flow provided by (used in) operating activities
176
135
311
270
300
Cash Flows From Investing Activities
Capital expenditures
-
(13)
(13)
(35)
(25)
Intangibles
-
(2)
(2)
(5)
(5)
$       
$      
Free cash flow
176
$              
120
$          
296
$            
230
$      
270
$      
Cash Flows From Other Investing and Financing Activities     
Acquisitions
-
(15)
(15)
(15)
(15)
b
Long-term debt repayment
-
(114)
(114)
(114)
(114)
b
Dividends
-
(28)
(28)
(39)
(39)
Repurchases of Common Stock
-
(18)
(18)
(18)
(18)
b
Short-term (bank overdrafts)
(9)
-
(9)
-
-
Effect of exchange rate changes on cash and cash equivalents
-
(4)
(4)
(5)
(5)
Proceeds from the exercise of stock options
-
4
4
6
8
Net change in cash and cash equivalents
167
(55)
112
45
87
Cash and cash equivalents, at the beginning of year
41
157
198
157
157
Cash and cash equivalents, at the end of quarter
208
$              
102
$          
310
$            
202
$      
244
$      
(a) Excluded from Earnings and Free Cash Flow
March 2009
All Other Processing
Activities
Nine Months Ended
(b) Guidance does not include effect of any future acquisitions, additional debt or share repurchases
-
-


15
Broadridge -
FY 2009 Financial Guidance Summary
Revenue decline in a range of -3% to flat
Growth is anticipated to be at the mid-point to lower end of range
Operating segment revenue growth of -1% to flat (2% to 3% fee only)
Earnings
before
interest
and
taxes
margin
of
16.0%
-
16.9%
Diluted EPS in the range of:
GAAP EPS $1.52 -
$1.62
Non-GAAP EPS $1.45 -
$1.55 (excludes one-time gain of $0.04 per share from
purchase of senior notes and $0.03 per share from the state tax credit true-up
benefit for prior fiscal year)
Closed
Sales
forecast
for
the
year
of
$160M
-
$180M
Effective Tax Rate of approximately 38% (includes impact of current
portion of state tax benefit and excludes true-up benefit for prior fiscal
year)
Free
cash
flow
in
the
range
of
$230M
-
$270M


16
Summary
Third quarter earnings per share results were better than
expected
The Investor Communications business continued to be resilient
as recurring revenues continued to show growth
Our sales pipeline remains robust with promising large
opportunities for all segments
Our investments in the business have begun to introduce new
and exciting product opportunities into the market (e.g. The
Investor Network)
Broadridge is well-positioned as a result of our recurring revenue
base, great value propositions, new initiatives, strong free cash
flows, solid balance sheet and appropriate liquidity


17
Q&A
There are no slides during this portion of the
presentation


18
Closing Comments
There are no slides during this portion of the
presentation


19
Appendix
Appendix


20
Segments –
FY 2009 Financial Guidance Summary
Investor Communication:
Revenues -2%
Margins
16.5% -
17.1%
Sales $85M -
$95M
Securities Processing:
Revenues 2% -
3%
Margins 25.3% -
25.9%
Clearing and Outsourcing:
Revenues 3% -
4%
Operating losses at $12M -
$11M
Sales Plan $75M -
$85M for the combined Securities Processing and Clearing
and Outsourcing business segments


21
Use of Materials Contained Herein
The information contained in this presentation is being provided for your
convenience and information only.  This information is accurate as of the date
of its initial presentation.  If you plan to use this information for any purpose,
verification of its continued accuracy is your responsibility.  Broadridge
assumes no duty to update or revise the information contained in
this
presentation.  You may reproduce information contained in this presentation
provided you do not alter, edit, or delete any of the content and provided you
identify the source of the information as Broadridge Financial Solutions, Inc.,
which owns the copyright.
Broadridge and the Broadridge logo are registered trademarks of Broadridge
Financial Solutions, Inc.
The Investor Network is a trademark of Broadridge
Financial Solutions, Inc.