UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 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 August 12, 2010, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended June 30, 2010. On August 12, 2010, the Company also posted an Earnings Webcast & Conference Call Presentation dated August 12, 2010 on the Company’s Investor Relations homepage 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 August 12, 2010, the Company posted key statistics of its Investor Communication Solutions and Securities Processing Solutions businesses for the fourth quarter and fiscal year ended June 30, 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 August 12, 2010, the Company issued a press release announcing that its Board of Directors authorized the repurchase of up to 10 million shares of the Company’s common stock. The share repurchases will be made in open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.

On August 12, 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 August 12, 2010.
99.2    Earnings Webcast & Conference Call Presentation dated August 12, 2010.
99.3    Key Statistics for the fourth quarter and fiscal year ended June 30, 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: August 12, 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 FOURTH QUARTER AND FISCAL YEAR 2010 RESULTS

Board Authorizes an Additional 10 Million Share Repurchase

Provides Fiscal Year 2011 Guidance

Lake Success, New York – August 12, 2010 – Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the fourth quarter and fiscal year 2010 with earnings per share from continuing operations at the mid-point of its previously-announced guidance range. In addition, the Board of Directors has authorized the repurchase of up to an additional 10 million shares of Broadridge’s outstanding common stock.

For the fiscal year ended June 30, 2010, the Company reported revenues of $2,209.2 million, net earnings from continuing operations of $225.1 million, GAAP diluted earnings per share from continuing operations of $1.62, and Non-GAAP diluted earnings per share from continuing operations of $1.56. This compares with revenues of $2,073.0 million, net earnings from continuing operations of $223.1 million, GAAP diluted earnings per share from continuing operations of $1.58, and Non-GAAP diluted earnings per share from continuing operations of $1.51 for the previous fiscal year.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “I am satisfied with our overall results for fiscal year 2010 and, in particular, our ability to achieve these results during these challenging market conditions. I am also very pleased with our record closed sales which increased 26% over last year’s results.”

Mr. Daly added, “Our significant increase in closed sales continues to demonstrate Broadridge’s expanding indispensable role in our markets. Strong closed sales, a 98% client revenue retention rate and record event-driven mutual fund revenues would normally have resulted in very strong financial performance; however, the weaker market activity of this recession offset some of the benefits of our strong performance. Until individual investor participation in the securities markets returns to a consistently positive level, the value of our strong execution will be muted.”

Mr. Daly further added, “Beyond our closed sales results, I am very pleased with the execution of our strategies throughout the year. In the fourth quarter, we closed the Penson transaction and expanded our global reach with the acquisition of City Networks, Ltd; in the third quarter, we signed a data center services agreement and a business alliance agreement with IBM and entered the stock transfer agency business with the acquisition of StockTrans, Inc.; and in the second quarter, we signed an agreement to provide customer communication services to Morgan Stanley Smith Barney (“MSSB”). We anticipate that each of these opportunities will contribute to our future ability to grow revenues and earnings.”

Financial Results for Fourth Quarter Fiscal Year 2010

For the fourth quarter of fiscal year 2010, revenues from continuing operations increased 5% to $750.5 million, compared to $716.3 million for the comparable period last year. The results were primarily driven by the continued growth in event-driven mutual fund proxy revenues and increased transaction reporting revenues from the MSSB transaction. Pre-tax margin from continuing operations of 24.3% decreased compared to 25.6% in the same period last year as the contribution from higher fee revenues was offset by revenue mix and strategic initiatives including the MSSB transaction and acquisitions.

Net earnings from continuing operations were $116.2 million compared to $115.8 million for the same period last year. Diluted earnings per share from continuing operations increased to $0.84 per share on lower weighted-average shares outstanding, compared to $0.82 per share in the fourth quarter of fiscal year 2009. During the fourth quarter of fiscal year 2010, the Company repurchased approximately 7.1 million shares of Broadridge common stock under its stock repurchase plans at an average price of approximately $19.48 per share.


Beginning in the second quarter of the 2010 fiscal year, the financial results of the securities clearing business were accounted for as a discontinued operation and the results of the operations outsourcing solutions business retained by Broadridge have been included in the Securities Processing Solutions segment.

Financial Results for Fiscal Year 2010

Closed sales were $175.0 million for the fiscal year ended June 30, 2010, a 26% increase compared to last year’s results. The client revenue retention rate was 98% for fiscal year 2010.

For the fiscal year ended June 30, 2010, revenues from continuing operations grew by 7% to $2,209.2 million, compared to $2,073.0 million in the previous fiscal year. The results were primarily driven by the growth in event-driven mutual fund proxies, new sales and acquisitions, which were partially offset by the prior year’s client losses and price concessions as well as lower trade volumes in the Securities Processing Solutions segment. Pre-tax margin from continuing operations of 15.5% declined compared to 16.7% in the previous fiscal year primarily due to revenue mix and strategic initiatives. The margin decline also reflects 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 $225.1 million from $223.1 million, primarily due to a lower effective tax rate driven by the one-time recognition of a deferred tax asset in the second quarter of this fiscal year, partially offset by a tax credit in the third quarter of the previous fiscal year. Diluted earnings per share from continuing operations increased to $1.62 per share from higher net earnings and lower weighted-average shares outstanding, compared to $1.58 per share in fiscal year 2009. During fiscal year 2010, the Company repurchased approximately 13.7 million shares of Broadridge common stock under its stock repurchase plans at an average price of approximately $20.43 per share. On June 30, 2010, there were approximately 6.3 million shares available for repurchase under the stock repurchase plan authorized by the Company’s Board on June 7, 2010.

Analysis of Fourth Quarter Fiscal Year 2010

Investor Communication Solutions

Revenues for the Investor Communication Solutions segment in the fourth quarter of fiscal year 2010 increased 4% to $609.9 million compared to the fourth quarter of fiscal year 2009. The increase was driven primarily by event-driven mutual fund proxies, the MSSB transaction and acquisitions. Operating margin decreased by 1.4 percentage points compared to the fourth quarter of fiscal year 2009 as the contribution from higher fee revenues was offset by strategic initiatives including the MSSB transaction and increased investment spend on acquisitions.

Securities Processing Solutions

Revenues for the Securities Processing Solutions segment in the fourth quarter of fiscal year 2010 increased 1% to $138.4 million compared to the fourth quarter of fiscal year 2009. The increase was primarily related to new business, offset by the carryover impact of fiscal year 2009 client losses and price concessions. Operating margin decreased 2.2 percentage points compared to the fourth quarter of fiscal year 2009, as a result of revenue mix.

Other

Revenues from Other in the fourth quarter of fiscal year 2010 were unchanged from the fourth quarter of fiscal year 2009. Pre-tax loss from continuing operations for Other increased by $0.7 million compared to the fourth quarter of fiscal year 2009.

Dividend Increase and Share Repurchase Plan

As previously announced, on August 3, 2010, the Company’s Board of Directors declared a quarterly dividend of $0.15 per share payable on October 1, 2010 to stockholders of record on September 15, 2010. The annual dividend amount was increased approximately 7% from $0.56 per share to $0.60 per share, subject to the discretion of the Board of Directors. In addition, on August 11, 2010, the Company’s Board of Directors

 

2


authorized the repurchase of up to an additional 10 million shares of Broadridge’s common stock. The share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.

Fiscal Year 2011 Financial Guidance

We anticipate revenue growth in the range of 1% to 4%, earnings before interest and taxes margin in the range of 14.8% to 15.2%, and diluted earnings per share from continuing operations in the range of $1.55 to $1.65, based on diluted weighted-average shares outstanding in the range of approximately 128 million to 130 million shares. We expect earnings to be lower in the first six months of fiscal year 2011, as a result of a previously-announced client loss, the implementation of the Penson outsourcing services agreement and the non-recurrence of two significant mutual fund proxy jobs. Free cash flow is expected to be in the range of approximately $170 million to $220 million which includes approximately $45 million in investment implementation costs in connection with the Penson outsourcing implementation and the IBM data center services agreement. Free cash flow is defined as cash flow from operating activities, less capital expenditures and intangibles. Closed sales are expected to be in the range of $160 million to $215 million.

Our guidance does take into consideration share repurchases by the Company of approximately 2.5 million shares made between July 1, 2010 and July 27, 2010. Our guidance does not take into consideration the effect of any future acquisitions, additional debt or share repurchases in excess of the repurchases needed to be within our 128 million to 130 million weighted-average outstanding shares guidance.

Mr. Daly commented, “I am very pleased with our ability to close sales and execute our strategies during these difficult market conditions and I anticipate that we will grow even faster once retail investors return to the markets. Irrespective of market conditions, we will continue to execute our strategies, drive new revenues and manage our cash with the intent of creating long-term shareholder value.”

Closing of Penson Transaction

On June 25, 2010, the Company completed the sale of the contracts of substantially all of the securities clearing clients of our subsidiary, Ridge Clearing & Outsourcing Solutions, Inc., to Penson Financial Services, Inc. (“PFSI”), a subsidiary of Penson Worldwide, Inc., for an aggregate purchase price of $35.2 million.

In addition, the Company announced the execution of an 11-year global outsourcing services contract to provide securities processing and back-office support services to PFSI. The Company expects the global outsourcing services contract to generate $50 to $55 million in annual revenue when PFSI’s clients are fully converted onto the Company’s securities processing platform.

The Company has now commenced the wind down of its securities clearing business. As a result, Broadridge gained access to net cash of approximately $240 million previously committed by the Company to its securities clearing business as regulatory capital.

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, Thursday, August 12, 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 homepage at www.broadridge-ir.com . Broadridge’s news releases, current financial information, SEC filings and Investor Relations presentations are accessible on the same website.

 

3


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 2011 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, 2010 (the “2010 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 2010 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 and regulations affecting the investor communication services provided by Broadridge; declines in participation and activity in the securities markets; overall market and economic conditions and their impact on the securities markets; any material breach of Broadridge security affecting its clients’ customer information; the failure of Broadridge’s outsourced data center services provider to provide the anticipated levels of service; any significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; Broadridge’s failure to keep pace with changes in technology and demands of its clients; Broadridge’s ability to attract and retain key personnel; the impact of new acquisitions and divestitures; and competitive 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.

Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

 

     Three Months  Ended
June 30,
   Fiscal Year Ended
June 30,
     2010     2009    2010     2009

Revenues

   $ 750.5      $ 716.3    $ 2,209.2      $ 2,073.0
                             

Cost of revenues

     497.3        476.4      1,616.4        1,510.1

Selling, general and administrative expenses

     69.8        48.5      241.6        212.9

Other expenses, net

     0.7        7.7      9.1        4.0
                             

Total expenses

     567.8        532.6      1,867.1        1,727.0
                             

Earnings from continuing operations before income taxes

     182.7        183.7      342.1        346.0

Provision for income taxes

     66.5        67.9      117.0        122.9
                             

Net earnings from continuing operations

     116.2        115.8      225.1        223.1

Earnings (loss) from discontinued operations, net of tax benefit (expense)

     (11.1     1.1      (35.1     0.2
                             

Net earnings

   $ 105.1      $ 116.9    $ 190.0      $ 223.3
                             

Basic earnings per share:

         

Basic earnings per share from continuing operations

   $ 0.86      $ 0.83    $ 1.66      $ 1.60

Basic earnings (loss) per share from discontinued operations

     (0.08     0.01      (0.26     —  
                             

Basic earnings per share

   $ 0.78      $ 0.84    $ 1.40      $ 1.60
                             

Diluted earnings per share:

         

Diluted earnings per share from continuing operations

   $ 0.84      $ 0.82    $ 1.62      $ 1.58

Diluted earnings (loss) per share from discontinued operations

     (0.08     0.01      (0.25     —  
                             

Diluted earnings per share

   $ 0.76      $ 0.83    $ 1.37      $ 1.58
                             

Weighted-average shares outstanding:

         

Basic

     134.8        139.9      135.9        140.0

Diluted

     137.6        141.5      139.1        141.6

Dividends declared per common share

   $ 0.14      $ 0.07    $ 0.56      $ 0.28

 

5


Broadridge Financial Solutions, Inc.

Consolidated Balance Sheets

(In millions, except per share amounts)

(Audited)

 

     June 30,
2010
    June 30,
2009
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 412.6      $ 173.4   

Accounts receivable, net of allowance for doubtful accounts of $2.0 and $2.3, respectively

     354.3        381.0   

Other current assets

     101.7        83.2   

Assets of discontinued operations

     123.8        1,414.2   
                

Total current assets

     992.4        2,051.8   

Property, plant and equipment, net

     87.4        75.4   

Other non-current assets

     159.0        136.3   

Goodwill

     509.5        481.8   

Intangible assets, net

     46.1        29.4   
                

Total assets

   $ 1,794.4      $ 2,774.7   
                

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 91.3      $ 72.0   

Accrued expenses and other current liabilities

     261.2        216.7   

Deferred revenues

     34.8        34.6   

Liabilities of discontinued operations

     99.1        1,106.6   
                

Total current liabilities

     486.4        1,429.9   

Long-term debt

     324.1        324.1   

Deferred taxes

     56.2        23.2   

Other non-current liabilities

     72.8        37.6   

Deferred revenues

     47.8        50.9   
                

Total liabilities

     987.3        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, 145.9 shares and 141.8 shares at June 30, 2010 and 2009, respectively; outstanding, 129.2 and 139.3 shares at June 30, 2010 and 2009, respectively

     1.5        1.4   

Additional paid-in capital

     587.8        505.9   

Retained earnings

     546.9        432.3   

Treasury stock—at cost, 16.7 and 2.5 shares, respectively

     (327.7     (37.5

Accumulated other comprehensive income (loss)

     (1.4     6.9   
                

Total stockholders’ equity

     807.1        909.0   
                

Total liabilities and stockholders’ equity

   $ 1,794.4      $ 2,774.7   
                

 

6


Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

 

     Revenues  
     Three Months Ended
June 30,
    Fiscal Year Ended
June 30,
 
     2010     2009     2010     2009  

Investor Communication Solutions

   $ 609.9      $ 587.0      $ 1,669.6      $ 1,531.0   

Securities Processing Solutions

     138.4        136.7        535.9        558.9   

Other

     0.1       0.2        2.4        1.5  

Foreign currency exchange

     2.1        (7.6     1.3        (18.4
                                

Total

   $ 750.5      $ 716.3      $ 2,209.2      $ 2,073.0   
                                
     Earnings (Loss) from Continuing Operations before  Income
Taxes
 
     Three Months Ended
June 30,
    Fiscal Year Ended
June 30,
 
     2010     2009     2010     2009  

Investor Communication Solutions

   $ 170.5      $ 172.5      $ 272.8      $ 248.9   

Securities Processing Solutions

     25.8        28.4        99.3        133.8   

Other

     (15.7     (15.0     (34.1     (32.5

Foreign currency exchange

     2.1        (2.2     4.1        (4.2
                                

Total

   $ 182.7      $ 183.7      $ 342.1      $ 346.0   
                                

 

7


Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Diluted Earnings Per Share from Continuing Operations

Unaudited

 

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

   FY10
Actual
   FY09
Actual

Diluted EPS From Continuing Operations (Non-GAAP)

   $ 1.56    $ 1.51

One-time recognition of a deferred tax asset

     0.06      —  

One-times: Bond gain and state tax credit

     —        0.07
             

Diluted EPS From Continuing Operations (GAAP)

   $ 1.62    $ 1.58
             

 

8


Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow Guidance

(In millions)

(Unaudited)

 

     FY11 Range  
     Low     High  

Earnings (GAAP)

   $ 201      $ 212   

Depreciation and amortization

     65        75   

Stock-based compensation expense

     30        30   

Other

     (5     5   
                

Subtotal

     291        322   

Working capital changes

     (30     (25

Long-term assets & liabilities changes

     (30     (20
                

Net cash flow provided by operating activities

     231        277   

Cash Flows From Investing Activities

    

IBM/ITO data center investment

     (20     (15

Capital expenditures & intangibles

     (45     (40
                

Free cash flow (Non-GAAP)

   $ 166      $ 222   
                

 

9

©
2010 Broadridge
Financial Solutions, Inc.
Broadridge
and
the
Broadridge
logo
are
registered
trademarks
of
Broadridge
Financial
Solutions,
Inc.
August 12, 2010
Earnings Webcast & Conference Call
Fourth Quarter and
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 2011 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, 2010 (the “2010 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 2010 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 and regulations affecting the
investor communication services provided by Broadridge; declines in participation and activity in the securities
markets; overall market and economic conditions and their impact on the securities markets; any material
breach of Broadridge security affecting its clients’ customer information; the failure of Broadridge’s outsourced
data center services provider to provide the anticipated levels of service; any significant slowdown or failure of
Broadridge’s systems or error in the performance of Broadridge’s services; Broadridge’s failure to keep pace
with changes in technology and demands of its clients; Broadridge’s ability to attract and retain key personnel;
the impact of new acquisitions and divestitures; and competitive 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
Fourth Quarter and Fiscal Year 2010
Dan Sheldon, CFO
Results and Fiscal Year 2011 Guidance
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:
Financial performance
Key Accomplishments
Closed sales performance
Regulatory update


4
Financial Performance
Financial
performance
for
the
quarter
and
full
year
in
line
with
expectations
Record full-year closed sales were 26% higher than last year and client
revenue retention rate was 98%
Revenues for the year increased 7%
Increase primarily due to unplanned event-driven mutual fund (MF) proxy
revenues, new sales and revenue gains from acquisitions
Market-driven recurring revenue growth was challenging
Trade, equity stock record and statements volumes were all down
Full year Non-GAAP $1.56 and GAAP $1.62 diluted earnings per share from
continuing operations were at the mid-point of our guidance
Improvement compared to fiscal year 2009 primarily due to lower outstanding
shares
Repurchased
13.7M
shares
under
its
stock
repurchase
plans
during
fiscal
2010
Repurchased 7.1M shares in the fourth quarter
Repurchased an additional 2.5M shares since fiscal year end
The Board authorized the repurchase of an additional 10M shares on August 11,
2010
Increased the annual dividend 7% to $0.60 per share, subject to the discretion
of the Board of Directors


5
Key Accomplishments
Exited
the
clearing
business
by
selling
the
business
to
Penson
and
signing an 11-year operations outsourcing agreement with Penson
Freed-up
$240M in capital
Record closed sales of $175M
Does not include the annual $55M 11-year agreement with Penson
Signed a 7-year agreement to provide customer communication
services to Morgan Stanley Smith Barney (MSSB)
Signed information technology services and business alliance
agreements with IBM
Successfully entered the registered stock transfer agency business with
the acquisition of StockTrans, Inc.
Expanded our global product and geographic reach with the acquisition
of City Networks, Ltd
Recognized as being the #1 “Best Large Company to Work For in New
York State”
Ranked
#1
globally
for
brokerage
processing
services
by
Orbys
Black
Book of Outsourcing for the third consecutive year


6
Closed Sales Performance
Sales Performance Overview:
Closed sales of $175M grew 26% for the year,
while recurring fee sales increased 25% and
event-driven revenue sales increased 29%
Closed sales in Investor Communication
Solutions increased 37% to $135M due to
strong recurring fee sales activity.  Recurring fee
sales grew 43% to $79M, primarily due to the
MSSB transaction
Recurring fee sales in Securities Processing
Solutions were flat at $40M, with outsourcing
closed sales of $14M
The sales pipeline is strong and continues to
have good momentum
The sales process for the large deals can take
12-24 months
Fiscal Year 2011 closed sales plan of $160M
to $215M.  Achievement of the higher end of
the range will be dependent on the number of
large deals signed
Forecast
Range
High: $215
Closed Sales
(Fee Only, $ in millions)
Recurring (RC)      Event-Driven (ED)
CAGR* = 9%
RC = 7%
ED = 14%
$175
$145
$125
$112
$139
* CAGR from FY06-10
$92
$63
$82
$95
$119
$33
$49
$63
$43
$56
FY06
FY07
FY08
FY09
FY10
FY11
Low: $160


7
Regulatory Update
The Securities and Exchange Commission (SEC) issued its Concept Release on
the U.S. Proxy System on July 14, 2010
We welcome opportunities to create even greater levels of technology-driven efficiency
and participation in shareholder communications and proxy voting
We are in the process of reviewing the details of the Concept Release and are working
with interested parties in preparing formal comments
It is too early in the process for the Company to make a determination as to
whether there will be any modifications made to the current proxy system, and if
so, what impact, if any, this will have on Broadridge
Broadridge
is committed to implementing the enhancements to the proxy system
discussed in the Concept Release, including:
End-to-end confirmation
Client-directed voting
Investor-to-investor communications
We believe we are uniquely positioned to enable the SEC to effectively
implement
any
modifications
made
to
the
proxy
system
and
believe
there
are
opportunities to use technology to improve the efficiency and effectiveness of
investor communications


8
Broadridge Results and Forecast (Continuing Operations)
Exited Q4 FY10 with market-driven activity (equity trade volumes and stock record positions) flat but improved from earlier
quarters
FY11:  1
st
half expected to be down for revenues, margins and EPS from last year due to implementation of strategic
investments
and
MF proxy grow-overs
(see
below and details in Appendix page 25)
as well as a slow ramp up in trade volume  
and stock record positions
FY11:  2
nd
half expected to have revenue, margin and EPS growth due to increased contributions from closed sales and
market-driven activity as well as less impact from client losses
FY11:  Revenue growth of 1-4%, EBIT down to flat, while EPS (Non-GAAP) flat to up 6% due to repurchasing of shares
Forecast FY11
Forecast FY11
($ in millions, except for EPS)
1st Half
2nd Half
Revenue
EBIT
Revenue
EBIT
Total Strategic
$42
($9)
$33
($5)
(Penson, MSSB, IBM & City Networks)
MF Proxy
($105)
($42)
$0
$0
Grow-overs
($63)
($51)
$33
($5)
Impact on EPS
($0.24)
($0.02)
Revenue/Growth
EBIT/Growth
(Non-GAAP)
Margin/Growth
(Non-GAAP)
EPS
(Non-GAAP)
EPS
(GAAP)
4Q10:
$751M / +5%
$185M / (1)%
24.6% / (140) bps
$0.84
$0.84
FY10:
$2,209M / +7%
$352M / 0%
15.9% / (110) bps
$1.56
$1.62
FY11:
$2,237 to 2,304M/ +1 to +4%
$330 to 350M / (6) to 0%
14.8 to 15.2% / (110) to (70) bps
$1.55-1.65
$1.55-1.65
Total Strategic Impact
FY11 IBM ($5)-(10)M
FY12 IBM ($15)-(20)M offset by Penson & MSSB
FY13 IBM +$40-45M = $25M recurring annual
savings + FY12 one-time expenses


9
Revenue Drivers-
Historical and Forecast FY11 (Continuing Operations) 
Revenue growth FY09 (3%), FY10 7% and FY11 forecast of 1-4%
Event-driven mutual fund proxies contributed 4 points to revenue growth in FY10, but reversing in FY11 due to 2 large
jobs not recurring
Without
2
large
MF proxy jobs
would
have
been
FY10
of
3% and FY11 range of 5-8%
Sales to drive 3-4 points of growth and larger deals, which have longer conversion times, to benefit years beyond
FY11 (see appendix page 23 for more details on sales - to - revenue conversion timing)
Expect client revenue retention rate around 99% in FY11 and to date not aware of any new large client losses
Internal growth and event-driven without mutual fund proxies at low end of range is expected to be flat with some
recovery at high end of range
Margin growth highly dependent upon both internal growth and event-driven heading in same direction
Historical (FY05-FY10)
Actual
Forecast
CAGR
FY10
FY11
6%
Total Revenue Growth
7%
1-4%
4%
Sales
(Recurring)
4%
3-4%
(2)%
Client Losses
(2)%
(1)%
2%
Net New Business
2%
2-3%
3%
Internal Growth
(a)
(2)%
0-1%
1%
Event-Driven
(b)
4%
(4)-(3)%
0%
Distribution
1%
0%
0%
Acq/FX/Other
2%
3%
(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


10
Segment Results & Forecast –
Investor Communication Solutions
FY10:
Revenue
at
the
low
end
of
our
guidance
range
due
to
lower
overall
proxy
related
activity.
Margins
slightly
below
low
end
of range
due
to
product and distribution mix
FY11:
Recurring Fees
Sales
-
3 points
of
growth
from
existing
proxy
and
transaction
reporting
and
new
products
from
the
Access
Data
and
StockTrans
acquisitions
Losses
-
client
retention
rate
remains
high
at
approximately
99%
with
no
significant client
losses
anticipated
Internal
Growth
-
flat
in
FY10
and
expected
to
partially
recover
with
contribution
to
total
revenue
ranging
from
0
to
1
point
Event-Driven Fees
Unprecedented
MF
proxy
activity
is
not
expected
to
repeat
and
will
adversely
impact
total
revenue
(4)
to
(3)
points
Higher
M&A
activity
and
improved
economic
conditions
should
lead
to
some
increase
in
other
event-driven
activities,
such
as
proxy contests and specials
Distribution
-
flat to slightly down due to product mix and additional Notice & Access adoption rates
Margin -
fee and total revenues are basically flat but expect 20 to 60 bps of margin expansion.  First half unfavorable due to lower MF
proxy activity
Revenue/Growth
EBIT/Growth (Non - GAAP)
Margin/Growth (Non - GAAP)
FY10:
$1,670M / +9%
$273M / + 10%
16.3% / 0 bps
FY11:
$1,641 to 1,682M/ (2) to +1%
$271 to 284M / (1) to +4%
16.5 to 16.9% / +20 to +60 bps


11
Segment
Results
&
Forecast
Securities
Processing
Solutions
(Continuing
Operations)
Revenue/Growth
EBIT/Growth (Non - GAAP)
Margin/Growth (Non - GAAP)
FY10:
$536M/ (4)%
$99M / (26)%
18.5% / (540) bps
FY11:
$589 to 615M / +10 to +15%
$80 to 96M / (19) to (3)%
13.5 to 15.6% / (500) to (290) bps
The
numbers
on
this
slide
represent
the
segment
results
for
FY10
and
forecast
for
FY11. 
Details of Trade, Non-trade and Operations Outsourcing are in the Key Stats Revenue page
in the Appendix (page 27)


12
12
Business Results & Forecast –
(Previous SPS Segment View)
FY10:
Q4 both revenue and margin were just over the high end of forecast range driven by one-time T&M. Trade volumes for both
equities and fixed income were flat, but improved over prior quarters
FY11:
Sales -
expected to drive 4-5% revenue growth of which 70% closed in FY10 with margins of +50%
Losses -
expected to decrease revenue by 4%, of which just over half is Bank of America Merrill Lynch (BAML) 
Internal Growth
Trade
volumes
low
end
of
range
flat
at
1.6M
trades/day.
High
end
+4%
by
year
end   
Price concessions at 2% down from 4% at peak of recession
Acquisition -
City Networks expected to contribute 4% to revenue growth or approximately $21M in new revenue
Margins
-
need
return
of
internal
growth
to
drive
margins
up
given
mix
of
sales
+50%
and
losses
+80%
Revenue/Growth
EBIT/Growth
(Non-GAAP)
Margin/Growth
(Non-GAAP)
FY10:
$511M / (4)%
$110M / (23)%
21.5% / (520) bps
FY11:
$525 to 545M / +3 to +7%
$95 to 110M / (14)% to flat
18.2 to 20.1% / (330) to (140) bps


13
Business Results & Forecast –
Outsourcing & Penson
(Continuing Operations)
Penson
closed in Q4, as expected
Penson
Phase 1 progressing as expected
Penson
Phase 2 and new sales accelerated 
generating >50% margins
On track to exit FY11 with run-rate of approximately $90M annualized revenue and EBIT at break-even
Revenue/Growth
Expenses
EBIT
( Non - GAAP )
FY10:
$25M / 0%
$36M
$(11)M
Penson
Phase 1
+$23M
$39M
$(16)M
Penson
Phase 2 & New Sales
+$17 to +22M
$6 to 9M
$11 to 13M
FY11:
$65 to 70M / +160 to +180%
$81 to 84M
$(16) to (14)M


14
Segment
Results
&
Forecast
Other
&
Foreign
Exchange
(FX)
FY11: 
Other Fees:
Primarily related to termination fees
Interest:
Essentially flat from prior year with outstanding debt remaining the same
FX:
Expect same EBT level as FY10.  Generally, if U.S. dollar strengthens or weakens 5%, the impact
will be approximately +/-$15M Revenues with +/-$5M EBT, primarily affected by Canadian dollar
Revenue
EBT
FY10: Other - Fees
$2M
$2M
- Interest Expense
$(10)M
- Corp. Expenses & Investments
$(28)M
FX - P&L
$1M
$4M
- Transaction Activity
$1M
FY11: Other - Fees
$0M
$0M
- Interest Expense
$(11)M
- Corp. Expenses & Investments
$(27) to (34)M
FX - P&L
$7M
$5M
- Transaction Activity
$0M


15
Broadridge -
FY11 Continuing Operations Financial Guidance Summary
Revenue growth in the range of 1-4%
Closed sales forecast for the year at $160-215M
Non-GAAP Earnings before interest and taxes margin of 14.8-15.2%
Diluted Earnings Per Share:
GAAP EPS (continuing operations) in the range of $1.55-1.65
GAAP EPS (including discontinued operations) in the range of $1.53-1.63
Diluted weighted-average outstanding shares in the range of 128-130M
Expected ending cash position of around $450M
Free cash flow in the range of approximately $170-220M
Includes increase of investment implementation cost of ~$45M (Penson/IBM)
Reversal
of
FY10
$30M
additional
contribution
to
working
capital
in
FY11
Guidance does not include effect of any future acquisitions, additional debt or share
repurchases in excess of repurchases needed to be within our 128-130M weighted-
average outstanding shares guidance
Guidance assumes around $75M in Mutual Fund proxy revenue but could be
significantly higher or lower based on our results of past two years


16
Summary
Revenue and earnings per share from continuing operations in line with expectations
Achieved revenue growth from unplanned event-driven mutual fund proxy activities
Market-driven revenue growth has struggled due to low volumes
Had the best strategic and sales execution since our spin-off from ADP
S igned
numerous
significant
strategic
deals
during
the
year
Some will have a negative impact on fiscal year 2011 earnings; however, we expect strong
upside in fiscal year 2012 and beyond
Strong
client
revenue
retention
rate of 98%
Well positioned to enable the SEC to accelerate the technological evolution of investor
communications
Continued commitment to use our strong cash flow to create shareholder value through:
Strategic acquisitions that create profitable revenue growth,
Opportunistic share repurchases, and
Maintaining a meaningful dividend yield
When
the
market
stabilizes,
as
it
always
has,
we
believe
Broadridge
is
well
positioned
to
sustainably raise its growth rate


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
Broadridge
4Q and FY 2010 from Continuing Operations
Revenue
($ in millions, except EPS)
Earnings
Revenue
($ in millions, except EPS)
Earnings
FY09
FY10
FY09
FY10
FY09
FY10
FY09
FY10
Q4
Q4
Q4
Q4
Full Year
Full Year
Full Year
Full Year
$587
$610
ICS
$173
$171
$1,531
$1,670
ICS
$249
$273
-7%
4%
Growth %  /  Margin % 
29.4%
28.0%
-3%
9%
Growth %  /  Margin % 
16.3%
16.3%
$137
$138
SPS
$28
$26
$559
$536
SPS
$134
$99
-
1%
Growth %  /  Margin % 
20.8%
18.7%
5%
-4%
Growth %  /  Margin % 
23.9%
18.5%
$724
$748
Total Segments
$201
$196
$2,090
$2,205
Total Segments
$383
$372
-
3%
Growth %  /  Margin % 
27.8%
26.2%
-1%
6%
Growth %  /  Margin % 
18.3%
16.9%
$0
$0
Other
($7)
($15)
$1
$2
Other
($29)
($25)
($8)
$2
FX
*
($7)
$4
($18)
$1
FX
*
($2)
$5
$716
$751
Total Broadridge
$186
$185
$2,073
$2,209
Total Broadridge
$352
$352
-
5%
Growth %  /  Margin % 
26.0%
24.6%
-3%
7%
Growth %  /  Margin % 
17.0%
15.9%
Interest & Other
($3)
($2)
(a)
($6)
($10)
Total EBT
$184
$183
Total EBT
$346
$342
Margin %
25.6%
24.3%
Margin %
16.7%
15.5%
Income Taxes
($68)
($66)
Income Taxes
($123)
($117)
Tax Rate
36.9%
36.4%
Tax Rate
(b)
35.5%
34.2%
Total Net Earnings
$116
$116
Total Net Earnings
$223
$225
Margin %
16.2%
15.5%
Margin %
10.8%
10.2%
Diluted Shares
142
138
Diluted Shares
142
139
Diluted EPS (GAAP)
$0.82
$0.84
Diluted EPS (GAAP)
$1.58
$1.62
Diluted EPS Before 1-Times (Non-GAAP)
$0.82
$0.84
Diluted EPS Before 1-Times (Non-GAAP)
(c)
$1.51
$1.56
*
Includes impact of FX P&L Margin and FX Transaction Activity
Interest & Other
(a) FY09 Interest & Other reflects the effect of the one-time gain from the purchase of the 6.125% Senior Notes of approximately $8M.
(b) FY09 Full Year 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 36.6%.
  FY10 Full Year Tax Rate of 34.2% 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 Full Year Tax Rate would be 36.5%
(c) FY10 Full Year 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 Full Year 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.


21
Broadridge
FY11 Guidance from Continuing Operations
Revenue
($ in millions, except EPS)
Earnings
FY10
FY11 Range
FY10
FY11 Range
Actual
Low
High
Actual
Low
High
$1,670
$1,641
$1,682
ICS
$273
$271
$284
9%
-2%
1%
Growth %  /  Margin % 
16.3%
16.5%
16.9%
$536
$589
$615
SPS
$99
$80
$96
-4%
10%
15%
Growth %  /  Margin % 
18.5%
13.5%
15.6%
$2,205
$2,230
$2,297
Total Segments
$372
$351
$380
6%
1%
4%
Growth %  /  Margin % 
16.9%
15.7%
16.5%
$2
$0
$0
Other
($25)
($27)
($34)
$1
$7
$7
FX 
*
$5
$5
$5
$2,209
$2,237
$2,304
Total Broadridge
$352
$330
$350
7%
1%
4%
Growth %  /  Margin % 
15.9%
14.8%
15.2%
Interest & Other
($10)
($11)
($11)
Total EBT
$342
$319
$339
FY11 Range
Margin %
15.5%
14.3%
14.7%
Segments
Low
High
ICS
$85
$115
Income Taxes
($117)
($118)
($127)
SPS
$75
$100
Tax Rate (a)
34.2%
37.0%
37.5%
Total
$160
$215
Total Net Earnings
$225
$201
$212
Margin %
10.2%
9.0%
9.2%
Diluted Shares
139
130
128
Diluted EPS (GAAP)
$1.62
$1.55
$1.65
Diluted EPS Before 1-Times (Non-GAAP) (b)
$1.56
$1.55
$1.65
* Includes impact of FX P&L Margin and FX Transaction Activity
(a)
FY10
Full
Year
Tax
Rate
of
34.2%
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 Full Year Tax Rate would be 36.5%
(b) FY10 Full Year 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.
Closed Sales
Note:
Guidance does not include effect of any future acquistions, additional debt or share repurchases in excess of the repurchases needed to be within our 128 million to 130 million
weighted-average
outstanding shares guidance.


22
Cash Flow –
FY10 Results and FY11 Forecast
Unaudited
(In millions)
FY10
Low
High
Free Cash Flow
(Non-GAAP)
:
Net earnings from continuing operations per GAAP
225
$                  
201
$             
212
$             
Depreciation and amortization (includes other LT assets)
57
65
75
Stock-based compensation expense
27
30
30
Other
4
(5)
5
Subtotal
313
291
322
Working capital changes
59
(30)
(25)
Long-term assets & liabilities changes
6
(30)
(20)
Net cash flow provided by continuing operating activities
378
231
277
Cash Flows From Investing Activities
IBM / ITO data center investment  
-
(20)
(15)
Capital expenditures & purchased of intangibles
(53)
(45)
(40)
Free cash flow
325
$                  
166
$             
222
$             
Cash
Flows
From
Other
Investing
and
Financing
Activities
Acquisitions
(35)
-
-
Clearing capital freed-up
75
-
-
Clearing capital to be freed-up
165
-
-
Stock repurchases net of options proceeds
(212)
(71)
(121)
Long-term debt repayment
-
-
-
Dividends paid
(67)
(76)
(76)
Other (FY10 Disc Ops)
(11)
9
9
Net change in cash and cash equivalents
240
28
34
Cash and cash equivalents, at the beginning of year
173
413
413
Cash and cash equivalents, at the end of period
413
$                  
441
$             
447
$             
FY11 Range
(a)
Freed
-up Capital $240M
(a) Guidance does not include effect of any future acquisitions, additional debt or share repurchases in excess of the repurchases needed to be within our 
     128 million to 130 million weighted-average outstanding shares guidance.


23
Closed Sales to Revenue Contribution
Closed Sales Stats:
Recurring
Both ICS and SPS trending toward longer
revenue recognition cycle
Larger strategic deal could take 12-24 months
to convert
Event-Driven
Majority usually recognized during the year the
deal closed
Sales are less predictable dependent on size of
the client
Revenue contribution could be +/-5% each year
depending on the complexity of the conversion
($ in millions)
Recurring
ICS
~ Revenue Contribution Year 1-3
SPS
~ Revenue Contribution Year 1-3
Event-Driven
~ Revenue Contribution Year 1-3
Total Closed Sales
~ Revenue Contribution Year 1-3
Forecast
FY09
FY10
FY11
$55
$80
$35-50
55%
35%
10%
50%
40%
10%
35%
40%
25%
$40
$40
$75-100
25%
50%
25%
10%
50%
40%
5%
45%
50%
$45
$55
$50-65
70%
10%
20%
80%
10%
10%
60%
20%
20%
$140
$175
$160-215
50%
30%
20%
50%
30%
20%
30%
40%
30%


24
Reconciliation of Non-GAAP to GAAP Measures
EBIT Reconciliation
4Q09
4Q10
FY09
FY10
FY11 Range (a)
($ in millions)
Actual
Actual
Actual
Actual
Low
High
EBIT (Non-GAAP)*
$186
$185
$352
$352
$330
$350
Margin %
26.0%
24.6%
17.0%
17.0%
14.8%
15.2%
Interest & Other
($3)
($2)
($6)
($0)
($11)
($11)
Total EBT (GAAP)
$184
$183
$346
$342
$319
$339
Margin %
25.6%
24.3%
16.7%
15.5%
16.7%
15.5%
EPS Reconciliation
Low
High
Diluted EPS from continuing operations (GAAP)
$0.82
$0.84
$1.58
$1.62
$1.55
$1.65
One-time recognition of a deferred tax asset
($0.06)
Diluted EPS before One-Times (Non-GAAP)
$0.82
$0.84
$1.51
$1.56
$1.55
$1.65
*   Includes impact of FX Transaction Activity
Free Cash Flow Reconciliation
($ in millions)
FY10
Low
High
Net earnings from continuing operations (GAAP)
225
$                  
201
$             
212
$             
Depreciation and amortization (includes other LT assets)
57
65
75
Stock-based compensation expense
27
30
30
Other
4
(5)
5
Subtotal
313
291
322
Working capital changes
59
(30)
(25)
Long-term assets & liabilities changes
6
(30)
(20)
Net cash flow provided by continuing operating activities
378
231
277
Cash Flows From Investing Activities
IBM / ITO data center investment  
-
(20)
(15)
Capital expenditures & purchased of intangibles
(53)
(45)
(40)
Free cash flow (Non-GAAP)
325
$                  
166
$             
222
$             
FY11 Range
One-times: Bond gain and State tax credit
-
-
($0.07)
-
-
(a) Guidance does not include the effect of any future acquisitions, additional debt or share repurchases in excess of the repurchases needed to be within our  
128 million to 130 million weighted-average outstanding shares guidance.
-
-
-
-
-
-


25
FY11 Grow-over
MSSB and Penson
are expected to be
accretive in FY12 and FY13 driven by
revenue growth and scale in the
business
IBM ITO–
planning on range of $5-
10M
hitting
primarily
in
3
&
4
quarter. Including FY11, there will be
approximately $25M total expense
over two years.  IBM ITO is expected
to result in approximately $25M
annual savings beginning FY13 over
the next 10 years
City Networks Acquisition -
$21M
Revenue and EBIT ($2M) in the first
year due to the amortization of
intangibles
and
1
year
deferred
revenue GAAP accounting.  No
negative impact to cash flow FY11
th
st
($ in millions, except for EPS)
Forecast
FY11
Strategic
Revenue
EBIT
Penson
$35
($6)
~ Forecast Q1/2/3/4 Distribution
$6/9/9/11
$ (5)
/
(2)
/
(1)
/2
MSSB
$19
$2
~ Forecast Q1/2/3/4 Distribution
$10/5/3/1
$
(2) /2/2/0
IBM
($8)
~ Forecast Q1/2/3/4 Distribution
$0/
(2) /
(3) /
(3)
City
Networks
$21
($2)
~ Forecast Q1/2/3/4 Distribution
$6/6/5/4
$0/0/
(1) /
(1)
1-time
MF Proxy
($105)
($42)
~ Forecast Q1/2/3/4 Distribution
$ (11) /
(94) /0/ 0
$(4) /
(38) /0
/0
BAML*
($13)
($13)
~ Forecast Q1/2/3/4 Distribution
$
(5) /
(3) /
(3) /
(2)
$
(5) /
(3) /
(3) /
(2)
Total Grow-overs
($43)
($69)
~ Forecast Q1/2/3/4 Distribution
$6/
(77) /14/14
$
(16) /
(43) /
(6)
/
(4)
Impact on EPS
($0.33)
~ Forecast Q1/2/3/4 Distribution
$ (.08)
/
(.20)
/
(.03)
/
(.02)
* Bank of America Merrill Lynch client loss
26
ICS Key Segment Revenue Stats
$ in millions
RC= Recurring
ED= Event-Driven
Fee Revenues
(1)
4Q09
4Q10
FY09
FY10
Type
Proxy
Equities
(2)
191.1
$     
195.1
$   
272.5
$    
276.5
$     
RC
Stock Record Position Growth
-2%
1%
-2%
-1%
Pieces
211.4
211.0
288.0
293.2
Mutual Funds
20.5
$      
29.2
$    
55.0
$      
149.7
$     
ED
Pieces
25.8
36.3
73.5
204.2
Contests/Specials
8.2
$        
4.6
$      
26.9
$      
20.6
$       
ED
Pieces
8.4
4.6
30.8
26.0
Total Proxy
219.8
$     
228.9
$   
354.4
$    
446.8
$     
Total Pieces
245.6
251.9
392.3
523.4
Notice and Access Opt-in %
49%
53%
50%
54%
Suppression %
51%
53%
50%
52%
Interims
Mutual
Funds
(Annual/Semi-Annual