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): November 2, 2009

 

 

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

 

 

 

001-33220   33-1151291
(Commission file number)  

(I.R.S. Employer

Identification No.)

1981 Marcus Avenue

Lake Success, New York 11042

(Address of principal executive offices)

Registrant’s telephone number, including area code: (516) 472-5400

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On November 2, 2009, Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) announced that it and its wholly owned subsidiary Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Penson Worldwide, Inc. (“PWI”) and Penson Financial Services, Inc., a wholly owned subsidiary of PWI (“PFSI”), to sell the contracts with substantially all of the securities clearing clients of Ridge to PFSI.

Under the terms of the Asset Purchase Agreement, Broadridge will receive between $60 million and $70 million in total consideration (the “Purchase Price”) from PWI consisting of (a) a five-year subordinated note (the “Seller Note”) payable by PWI bearing interest at an annual rate equal to 90-day LIBOR plus 5.5%, and (b) shares of PWI’s common stock (“PWI Common Stock”) equal to the lesser of (i) the number of shares of PWI Common Stock equal to the quotient of one-third of the Purchase Price divided by the volume weighted-average selling price of PWI Common Stock over the 10 trading day period immediately prior to the closing, (ii) the number of shares of PWI Common Stock equal to 9.9% of the issued and outstanding shares of PWI (the “Common Stock”) as of the close of business on the business day immediately prior to the closing, and (iii) 2,517,451 shares of PWI Common Stock. The specific amount of such consideration will be determined immediately prior to closing pursuant to an agreed formula based upon the revenues attributable to the contracts being purchased by PFSI. The allocation of the consideration between the Seller Note and the PWI Common Stock will also be determined prior to the closing of the transaction. The Purchase Price will be subject to certain adjustments post-closing upon the occurrence of agreed upon events.

It is anticipated that the transaction will close within six months, subject to finalization of certain service level agreements under the Outsourcing Agreement described below and the satisfaction of customary closing conditions, including regulatory approvals. In addition, under PWI’s bank credit agreement, PWI is required to satisfy as of the closing date, a financial covenant made applicable to the transaction.

Concurrent with entering into the Asset Purchase Agreement, Broadridge and PWI entered into a ten-year master services agreement (the “Outsourcing Agreement”). Under the Outsourcing Agreement, Ridge will provide certain securities processing and back-office services to PFSI. This agreement will include selective processing services for PFSI’s existing securities processing operations and back-office functions, as well as selective processing services related to the clearing client contracts acquired by PFSI from Ridge. The provision of services under the Outsourcing Agreement is conditioned upon finalization of certain service level agreements, receipt of regulatory approvals and the closing of the transaction under the Asset Purchase Agreement.

Concurrent with the closing of the transaction, the parties will enter into a number of ancillary agreements, including a Joint Selling Agreement and a Stockholder’s and Registration Rights Agreement.

The Joint Selling Agreement will be entered into by Broadridge, Ridge, PWI and PFSI and will have a term concurrent with the term of the Outsourcing Agreement. Under the Joint Selling Agreement, the parties will engage in activities to offer, in the case of Ridge, Ridge’s self-clearing and securities processing solutions, and in the case of PFSI, PFSI’s correspondent clearing solutions, and will mutually agree to fee arrangements with respect to activities contemplated by the Agreement.

The Stockholder’s and Registration Rights Agreement will restrict the transfer of the PWI Common Stock to be received as a portion of the consideration for a period of one year from the closing of the transaction. Thereafter, Broadridge will be entitled to one demand registration right and piggy back

registration rights, subject to customary terms and conditions. In addition, following expiration of the one-year restricted period, Broadridge will be entitled to sell the PWI Common Stock as permitted under SEC Rule 144. In the event PWI redeems or repurchases any of its Common Stock, it will repurchase PWI Common Stock on a pro rata basis on the same terms and conditions so that Broadridge’s beneficial ownership of PWI Common Stock will not exceed 9.9% of PWI’s issued and outstanding Common Stock following any such repurchases or redemptions.

In addition, the Asset Purchase Agreement requires PWI to provide $50 million as additional regulatory capital with respect to its operations pertaining to the correspondent clearing contracts to be acquired. In the event PWI does not have other resources available to provide these funds, Broadridge has agreed to lend this amount to PWI pursuant to an eighteen-month subordinated note (the “Backstop Note”) payable by PWI and bearing interest at an annual rate equal to 90-day LIBOR plus 14%.

The Seller Note and, if utilized, the Backstop Note, will be subordinated to PWI bank debt and be subject to customary subordination provisions. Therefore, among other things, in the event there is a payment default, or other event of default that would permit acceleration of PWI bank debt, payment on the Seller Note, and if utilized, the Backstop Note, will be blocked for up to 270 days in any twelve-month period.

Item 2.02. Results of Operations and Financial Condition.

On November 2, 2009, Broadridge issued a press release announcing its financial results for the first quarter of fiscal year 2010. On November 2, 2009, the Company also posted an Earnings Webcast & Conference Call Presentation dated November 2, 2009 on the Company’s Investor Relations homepage at www.broadridge-ir.com .

In addition, in the press release issued on November 2, 2009, the Company announced that Broadridge Investor Communication Solutions, Inc., a wholly owned subsidiary of the Company, entered into a seven-year agreement with Morgan Stanley Smith Barney LLC (“MSSB”) pursuant to which Broadridge will provide customer communications services to MSSB including the production and distribution of account statements, performance reports, tax reporting documents, and certain trade confirms, as well as the provision of prospectus fulfillment services. In connection with this agreement, another wholly owned subsidiary of the Company acquired certain assets from Morgan Stanley Smith Barney Holdings LLC related to MSSB’s printing facility at the Brooklyn Army Terminal, for a purchase price of approximately $5 million, subject to adjustment.

On November 2, 2009, the Company posted key statistics of its Investor Communication Solutions, Securities Processing Solutions and Clearing and Outsourcing Solutions businesses for the first quarter of fiscal year 2010 on the Company’s Investor Relations homepage at www.broadridge-ir.com .

Item 9.01. Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:

 

Exhibit No.

 

Description

99.1   Press release dated November 2, 2009.
99.2   Earnings Webcast & Conference Call Presentation dated November 2, 2009.
99.3   Key Statistics for the first quarter of fiscal year 2010.
99.4   Investor Communication Solutions Segment-Services Definitions.
99.5   Securities Processing Model Chart

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: November 2, 2009

 

BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:  

/s/    Dan Sheldon

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

Exhibit 99.1

LOGO

BROADRIDGE REPORTS FIRST QUARTER FISCAL YEAR 2010 RESULTS

First Quarter Results In-Line with Expectations

Signs Multi-Year Outsourcing Agreement and Agrees to Sell Clearing Business to Penson

Lake Success, New York – November 2, 2009 – Broadridge Financial Solutions, Inc. (NYSE:BR), a leading global provider of technology-based solutions to the financial services industry, today reported net revenues of $457.9 million, net earnings of $26.4 million, and fully-diluted earnings per share of $0.19 for the first quarter ended September 30, 2009. This compares with net revenues of $472.4 million, net earnings of $35.6 million, and fully-diluted earnings per share of $0.25 for the comparable quarter of the previous fiscal year.

Post-First Quarter Strategic Transactions

On November 2, 2009, Broadridge entered into agreements with Penson Worldwide, Inc. (“PWI”) and Penson Financial Services, Inc., a subsidiary of PWI (“Penson”), that provide for the sale of its clearing client contracts to Penson and a ten-year outsourcing services contract under which Broadridge will provide certain securities processing and back-office services to Penson. This transaction is part of Broadridge’s strategy to exit the securities clearing business, which is expected to provide Broadridge with access to net cash estimated to be in the range of $180 million to $200 million that was previously committed to our securities clearing business as regulatory capital. Exiting the clearing business will enable the securities processing business to solely focus on the revenue opportunities associated with securities processing and operations outsourcing services.

Broadridge will receive between $60 million and $70 million in total consideration from PWI for the sale of the clearing client contracts consisting of a five-year subordinated note from PWI and shares of PWI’s common stock in an amount calculated as the lesser of one-third of the total consideration and an amount not exceeding 9.9% of PWI’s outstanding common stock. The specific amount of such consideration will be determined immediately prior to closing pursuant to an agreed formula. In addition, Broadridge has agreed to make an eighteen-month $50 million subordinated loan to PWI to fund its additional regulatory capital requirements in the event it is not able to obtain these funds from other sources prior to closing. Broadridge expects the outsourcing services contract to generate approximately $65 million to $75 million in annual revenue when the business is fully converted onto Broadridge’s securities processing platform over the next 12 to 18 months.

The outsourcing services contract will include selective processing services for Penson’s existing securities processing operations and back-office functions, as well as selective processing services related to the clearing client contracts acquired by Penson from Broadridge. Broadridge is expecting to incur one-time expenses and a pre-tax loss on the transaction in the aggregate amount of approximately $30 million to $35 million which are substantially non-cash items. It is anticipated that the transaction will close within the next six months, subject to agreement on outsourcing service levels and the satisfaction of customary closing conditions, including regulatory approvals.

The Company also announced that subsequent to the end of its first quarter, it has signed an agreement with Morgan Stanley Smith Barney LLC (“Morgan Stanley Smith Barney”) for customer communications services, which includes the production and distribution of account statements, performance reports, tax reporting documents, and certain trade confirms, as well as the provision of prospectus fulfillment services. The length of the agreement is seven years and is expected to generate annual fee revenue greater than $35 million when the systems are fully converted onto the Broadridge production platform over the next two years.

CEO Comments on Results and Transactions

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “I am very pleased with the overall momentum across the entire business, when I consider the transactions that we have executed post-quarter and the financial results for the quarter. Our first quarter performance is in-line with our expectations and overall, I am satisfied with our financial results and the positive activity in our sales pipeline.”

Mr. Daly continued, “The Morgan Stanley Smith Barney contract signing has enabled us to not only win back the statement processing business we lost from Morgan Stanley around the time of our spin-off from ADP, but to further expand our relationship with the recently formed Morgan Stanley Smith Barney.”

Mr. Daly added, “The Penson transaction creates considerable momentum for our securities processing strategy. It will enable us to have use of significant free cash that had previously been restricted, will eliminate any balance sheet risk associated with the clearing business, and provides us with a clear strategy for our securities processing business which now includes outsourcing. We are delighted to be working with Penson going forward because of their long track record of success in growing their global clearing business and particularly because of their singular strategic focus on the global clearing market. The Penson transaction puts our securities processing business in a position where I believe we are on the right path to increase shareholder value from this segment.”

Financial Results for First Quarter Fiscal Year 2010

For the first quarter of fiscal year 2010, net revenues decreased 3% to $457.9 million compared to $472.4 million for the same period last year. The revenue increase from higher fee revenues related to new business and increased event-driven activity was more than offset by the decline in low margin distribution revenues, the negative impact from previously-disclosed client losses and price concessions, and unfavorable foreign currency exchange rates.

Net earnings, as expected, decreased 26% to $26.4 million from $35.6 million primarily as a result of lower revenues and the one-time gain from the purchase of $125.0 million principal amount of our 6.125% senior notes due in 2017 (the “Senior Notes”) in the prior fiscal year. Diluted earnings per share decreased to $0.19 per share on slightly less weighted-average shares outstanding, compared to $0.25 per share in the first quarter of fiscal year 2009. Closed sales of $30.7 million for the first quarter of fiscal year 2010 were in-line with expectations and were $2.2 million lower than last year’s comparable quarter results, which benefited from a large new client sale.

During the first quarter of fiscal year 2010, the Company repurchased approximately 3.5 million shares of Broadridge common stock under its share repurchase plan at an average price of $20.53 per share.

Analysis of First Quarter Fiscal Year 2010

Investor Communication Solutions

Net revenues for the Investor Communication Solutions segment decreased 1% to $309.9 million in the first quarter of fiscal year 2010, compared to the first quarter of fiscal year 2009. The increase in fee revenues related to internal growth and mutual fund activity was more than offset by a decline in low margin distribution revenues. Operating margin increased slightly by 0.2 percentage points or 20 basis points compared to the first quarter of fiscal year 2009, as the positive margin impact from higher fee revenues were offset by higher investment spending and lower distribution revenue.

Securities Processing Solutions

Net revenues for the Securities Processing Solutions segment decreased 7% to $124.2 million in the first quarter of fiscal year 2010, compared to the first quarter of fiscal year 2009. This decrease, as expected, was primarily driven by the carry-over impact of price concessions related to contract renewals and the previously-announced client losses that occurred last fiscal year. Operating margin decreased 5.6 percentage points or 560 basis points compared to the first quarter of fiscal year 2009, primarily as a result of the higher margin impact associated with lost revenues related to client losses and price concessions.

Clearing and Outsourcing Solutions

Net revenues for the Clearing and Outsourcing Solutions segment increased 10% to $25.6 million in the first quarter of fiscal year 2010, compared to the first quarter of fiscal year 2009. The increase was driven by net new business (sales less losses) primarily from the addition of Neuberger Berman and higher trading activity. Operating loss of $2.4 million for the first quarter of fiscal year 2010 decreased by $0.7 million from an operating loss of $3.1 million in the first quarter of fiscal year 2009 as a result of higher revenues and a benefit from one-time expense reductions.

 

2

Other

Net revenues for Other decreased by $0.1 million, compared to the first quarter of fiscal year 2009. This decrease was related to lower interest income in the current fiscal year compared to the same period last year. Pre-tax loss for Other increased by $6.0 million, compared to the first quarter of fiscal year 2009. This increase was primarily due to the effect of the one-time gain of $8.4 million from the purchase of the Senior Notes during the first quarter of fiscal year 2009 and a negative impact from foreign currency exchange in the first quarter of fiscal year 2010, partially offset by a decrease in interest expense of $2.8 million in the first quarter of fiscal year 2010 related to a lower outstanding balance on the Senior Notes.

Fiscal Year 2010 Financial Guidance

We are increasing our full year net revenues growth guidance to a range of 6% to 8% from our previous guidance range of 4% to 8%. We are reaffirming our Non-GAAP earnings per share guidance range of $1.50 to $1.60 on a fully-diluted basis, which excludes a negative $0.08 per share impact of one-time items related to the net effect of the Penson transaction and a foreign tax credit. The one-time items from the Penson transaction accounted for a negative $0.14 per share impact on EPS, offset by a positive $0.06 per share EPS impact from the foreign tax credit.

As a result of the impact of the one-time items, we are decreasing the GAAP earnings per share guidance range to $1.42 to $1.52 from $1.50 to $1.60 on a fully-diluted basis. The earnings per share guidance is based on diluted weighted-average shares outstanding of approximately 141 million shares. In addition, our fiscal year 2010 financial guidance assumes that the Penson transaction closes in our third fiscal quarter of 2010.

We anticipate earnings margin, before interest and taxes, excluding one-time items related to the Penson transaction in the range of 15.3% to 16.0% (Non-GAAP) and in the range of 13.9% to 14.7% (GAAP). Our effective annual tax rate will be approximately 37.5% excluding the one-time foreign tax credit (Non-GAAP), and 35.0% including the one-time tax credit (GAAP). Free cash flow is expected to be in the range of $235 million to $270 million. We are increasing our closed sales forecast for fiscal year 2010 to a range of $185 million to $205 million from our previous guidance range of $165 million to $185 million.

Mr. Daly commented, “I am pleased that the consolidated operating businesses are tracking to our original expectations for both revenue and earnings per share. When you exclude the short-term earnings impact related to the Penson and Morgan Stanley Smith Barney transactions, the consolidated operating businesses are expected to perform slightly better than we originally anticipated. Our success in the current fiscal year, as expected, will be led by the strength of our Investor Communications business, as we continue to see a solid rebound in event-driven mutual fund proxy activity. I continue to believe we are well-positioned to meet our goals for fiscal year 2010 and with the strength of our sales results and pipeline, I anticipate exiting this fiscal year with good revenue momentum.”

Non-GAAP Financial 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 on Tuesday, November 3rd 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 before the webcast on the Broadridge Investor Relations home page at www.broadridge-ir.com . Broadridge’s news releases, current financial information, filings with the Securities and Exchange Commission and Investor Relations presentations are accessible on the same website.

 

3

About Broadridge

Broadridge Financial Solutions, Inc., with over $2.1 billion in revenues in fiscal year 2009 and more than 40 years of experience, is a leading global provider of technology-based 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 2010 financial guidance, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2009 (the “2009 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the 2009 Annual Report. These risks include: the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; the pricing of Broadridge’s products and services; changes in laws affecting the investor communication services provided by Broadridge; changes in laws regulating registered securities clearing firms and broker-dealers; declines in trading volume, market prices, or the liquidity of the securities markets; any material breach of Broadridge security affecting its clients’ customer information; Broadridge’s ability to continue to obtain data center services from its former parent company, Automatic Data Processing, Inc. (“ADP”); any significant slowdown or failure of Broadridge’s systems; Broadridge’s failure to keep pace with changes in technology and demands of its clients; availability of skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions; 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.

Consolidated Statements of Earnings

(In millions except per share amounts)

(Unaudited)

 

     Three Months
Ended September 30, 		 
     2009    2008  

Revenues:

     

Services revenues

   $ 449.5    $ 460.5   

Other

     8.8      14.0   
               

Total revenues

     458.3      474.5   

Interest expense from securities operations

     0.4      2.1   
               

Net revenues

     457.9      472.4   
               

Expenses:

     

Cost of net revenues

     355.4      363.0   

Selling, general and administrative expenses

     56.4      56.7   

Other (income) expenses, net

     3.8      (5.5 ) 
               

Total expenses

     415.6      414.2   
               

Earnings before income taxes

     42.3      58.2   

Provision for income taxes

     15.9      22.6   
               

Net earnings

   $ 26.4    $ 35.6   
               

Earnings per share:

     

Basic

   $ 0.19    $ 0.25   

Diluted

   $ 0.19    $ 0.25   

Weighted-average shares outstanding:

     

Basic

     138.1      140.4   

Diluted

     140.4      142.2   

Dividends declared per common share

   $ 0.14    $ 0.07   

 

5

Broadridge Financial Solutions, Inc.

Consolidated Balance Sheets

(In millions)

(Unaudited)

 

     September 30,
2009 		    June 30,
2009 		 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 231.5      $ 280.9   

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

     191.0        246.5   

Accounts receivable, net of allowance for doubtful accounts of $1.9 and $2.3, respectively

     307.9        381.0   

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

     1,282.9        1,011.3   

Other current assets

     110.3        83.9   
                

Total current assets

     2,123.6        2,003.6   

Property, plant and equipment, net

     71.3        75.4   

Other non-current assets

     138.9        143.3   

Goodwill

     513.3        511.1   

Intangible assets, net

     39.1        41.3   
                

Total assets

   $ 2,886.2      $ 2,774.7   
                

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 77.0      $ 75.3   

Accrued expenses and other current liabilities

     177.1        222.7   

Securities clearing payables

     1,271.2        1,088.1   

Deferred revenues

     46.7        34.6   
                

Total current liabilities

     1,572.0        1,420.7   

Long-term debt

     324.1        324.1   

Other non-current liabilities

     71.3        70.0   

Deferred revenues

     51.1        50.9   
                

Total liabilities

     2,018.5        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, 142.5 shares and 141.8 shares, respectively; outstanding, 136.5 and 139.3 shares at September 30, 2009 and June 30, 2009, respectively

     1.4        1.4   

Additional paid-in capital

     525.2        505.9   

Retained earnings

     439.7        432.3   

Treasury stock—at cost, 6.0 and 2.5 shares, respectively

     (109.3 )      (37.5 ) 

Accumulated other comprehensive income

     10.7        6.9   
                

Total stockholders’ equity

     867.7        909.0   
                

Total liabilities and stockholders’ equity

   $ 2,886.2      $ 2,774.7   
                

 

6

Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

 

     Net Revenues  
     Three Months
Ended September 30, 		 
     2009     2008  

Investor Communication Solutions

   $ 309.9      $ 313.8   

Securities Processing Solutions

     124.2        133.2   

Clearing and Outsourcing Solutions

     25.6        23.2   

Other

     0.1        0.2   

Foreign currency exchange

     (1.9 )      2.0   
                

Total

   $ 457.9      $ 472.4   
                
     Earnings before Income Taxes  
     Three Months
Ended September 30, 		 
     2009     2008  

Investor Communication Solutions

   $ 23.4      $ 23.3   

Securities Processing Solutions

     27.9        37.4   

Clearing and Outsourcing Solutions

     (2.4 )      (3.1 ) 

Other

     (6.7 )      (0.7 ) 

Foreign currency exchange

     0.1        1.3   
                

Total

   $ 42.3      $ 58.2   
                

 

7

Broadridge Financial Solutions, Inc.

Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge Clearing”) Capital

(In millions)

(Unaudited)

 

     Low     High  

Ridge Clearing Stockholder’s Equity—June 30, 2009

   $ 331      $ 331   

Settlement of Intercompany Activity, Investments and Working Capital Remaining in the Business

     (151 )      (131 ) 
                

Excess Ridge Clearing Capital Available to Parent

   $ 180      $ 200   
                

 

8

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

EBIT, Margin and Earnings per Share Guidance

(In millions)

(Unaudited)

 

     Low     High  

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

   $ 1.50      $ 1.60   

Penson Transaction One-time items

   ($ 0.14 )    ($ 0.14 ) 

Foreign Tax Credit—One-time Tax Restructuring

   $ 0.06      $ 0.06   
                

Diluted EPS (GAAP)

   $ 1.42      $ 1.52   
                

 

     Low     High  

EBIT Before One-Time Items (Non-GAAP)

   $ 348      $ 371   

Margin

     15.3 %      16.0 % 

Penson Transaction One-time items

     (32 )      (32 ) 

Margin

     1.4 %      1.3 % 

EBIT (GAAP)

   $ 316      $ 339   

Margin

     13.9 %      14.7 % 

 

9

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow Guidance

(In millions)

(Unaudited)

 

     FY10 Range (a)  
     Low     High  

Earnings

   $ 199      $ 214   

Depreciation and amortization

     60        62   

Stock-based compensation expense

     31        33   

Other

     13        13   
                

Subtotal

     303        322   

Working capital changes

     (15 )      (10 ) 

Long-term assets & liabilities changes

     (2 )      —     
                

Net cash flow provided by operating activities

     286        312   

Cash Flows From Investing Activities

    

Capital expenditures & intangibles

     (51 )      (42 ) 
                

Free cash flow

   $ 235      $ 270   
                

 

(a) Broadridge Total excluding Ridge Clearing Financing Activities

 

10

November 2, 2009
Earnings Webcast & Conference Call
First Quarter Fiscal Year 2010
Broadridge
Financial Solutions, Inc.
Exhibit 99.2

1
Forward-Looking Statements
This presentation and other written or oral statements made from time to time by representatives of Broadridge may
contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 
Statements that are not historical in nature, such as our fiscal year 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, 2009 (the “2009 Annual Report”), as they may be updated
in any future reports filed with the Securities and Exchange Commission.  Any forward-looking statements are qualified in
their entirety by reference to the factors discussed in the 2009 Annual Report.  These risks include: the success of
Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; the pricing of
Broadridge’s products and services; changes in laws affecting the investor communication services provided by
Broadridge; changes in laws regulating registered securities clearing firms and broker-dealers; declines in trading volume,
market prices, or the liquidity of the securities markets; any material breach of Broadridge security affecting its clients’
customer information; Broadridge’s ability to continue to obtain data center services from its former parent company,
Automatic Data Processing, Inc. (“ADP”); any significant slowdown or failure of Broadridge’s systems; Broadridge’s failure
to keep pace with changes in technology and demands of its clients; availability of skilled technical employees; the impact
of new acquisitions and divestitures; competitive conditions; 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 and Key Topics
Rich Daly, CEO
First Quarter 2010 Results and
Dan Sheldon, CFO
Full Year Guidance Summary
Strategy Update
Rich Daly, CEO
Summary and Closing Comments
Rich Daly, CEO
Q&A
Rich Daly, CEO
Dan Sheldon, CFO
Marvin Sims, VP Investor Relations
Closing Remarks
Rich Daly, CEO

3
Opening Remarks
Key Topics:
•
Financial results for the first quarter of fiscal year 2010
•
A review of closed sales performance
•
Overview of the Penson
transaction

4
Opening Remarks –
Key Topics
First
Quarter Fiscal Year 2010 Financial Results:
Financial
performance for the quarter is in-line with expectations
•
Revenue
and
earnings
per
share
for
the
operating
businesses
are
tracking as
planned
for the year, before any impact resulting from the closing of the two new
strategic transactions
Continued growth in recurring fee and a rebound in event-driven revenues, were
more than offset by decline in low-margin distribution revenues and the carry-over
impact
of
fiscal
year
2009
price
concessions
and
client
losses
Overall, the intensity level of the previously-disclosed headwinds appears to be
easing
•
Event-driven mutual fund proxy activity is returning
•
Activity around price concessions has normalized and we are not aware of any new
significant client losses
As anticipated, earnings are down as we move through the grow-over challenges in
our securities processing business from the fiscal year 2009 headwinds
Opportunistically
repurchased
approximately
3.5
million
Broadridge
shares
during
the first quarter at an average price of $20.53 per share

5
Opening Remarks –
Key Topics
Sales Performance Overview:
Closed sales for the quarter of $31M were in-line with expectations
Strong event-driven sales as mutual fund proxy sales activity has gained
momentum at a level better and slightly earlier than expected
Expect
mutual
fund
closed
sales
activity
to
contribute
to
revenues
in
the
2   and
3
quarters of fiscal year 2010
Post-quarter closed a strategic transaction in the Investor Communications
business (ICS)
ICS segment signed a seven-year deal with Morgan Stanley Smith Barney LLC (MSSB)
whic h,
whe n
th e
systems
ar e
fully
converte d
ont o
th e
Broadridg e
production
platform over
the next two years, will generate greater than $35M in annual fee revenue for production
and distribution of account statements, performance reports, tax
reporting documents, and
certain trade confirms, as well as the provision of prospectus fulfillment services
Sales pipeline continues to have good momentum and contains promising
opportunities in all segments
Increasing our fiscal year 2010 closed sales forecast to a range
of $185-205M
from a range of $165-185M
rd
nd

6
Opening Remarks –
Key Topics
Penson
Transaction Overview:
Broadridge
to sell approximately $75M in annualized clearing revenues in
exchange for approximately $65-75M in annualized outsourcing revenues,
via a ten-year global outsourcing contract with Penson
Broadridge
will exit the clearing business through a sale of the clearing client
contracts to Penson
and focus on its core competency as a technology
services company
Transaction provides a more efficient use of capital as eliminating the
clearing balance sheet enables us to free up approximately $180-200M in
net cash
Broadridge
will sell clearing client contracts to Penson
for between $60-70M
in total consideration from Penson
in the form of a five-year note and shares
in Penson
Deal is expected to close within the next six months
Penson
transaction will result in a simpler business model that is easier to
understand, and eliminates any balance sheet risk associated with clearing
services, while retaining the upside revenue opportunities afforded by
operations outsourcing

7
Penson
Transaction -
Overview
Financial Overview:
Frees up net cash of approximately $180-200M and eliminates the on-
going clearing business balance sheet risks
•
Wind down the majority of the clearing balance sheet shortly after close of
deal and thereby significantly reducing regulatory capital
•
Margin lending and the need for short-term clearing debt eliminated
•
Broadridge
will provide Penson
with a $50M eighteen-month loan facility at
closing if Penson
is not able to raise additional regulatory capital
Sale of clearing client contracts for approximately $60-70M in total
consideration of:
•
Shares of common stock in Penson
not to exceed 9.9% of total outstanding
•
Five-year note

8
Penson
Transaction –
Overview (con’t) 
Transitioning of business –
Two Phases:
Phase 1:  Sell clearing contracts that currently produce about $75M of
annualized clearing revenue, and at close of deal, begin generating
approximately $35-40M in annualized outsourcing revenue
Phase 2:  Penson
outsources certain securities processing and back-office
services with approximately $30-35M in annualized outsourcing revenue to
Broadridge
–
conversion
expected
to
take
12-18
months
Fiscal year 2010 financial impact to Broadridge
(assumes
3
quarter close)
$18-21M
in lower revenue and a higher pre-tax loss in operations of $5-6M
One-time loss on disposal of business of approximately $30-35M pre-
tax/$18-22M after-tax
rd

9
Broadridge Q1 Results and FY10 Guidance
Q1 –
Revenue growth, earnings and EPS of $0.19 per share are all
down, but in-line with expectations
Fiscal
year
2010
guidance
(assumes
Penson
deal
closes
in
our
3
quarter):
Expected revenue growth of 6-8% vs. August 2009 guidance of 4-8%. 
“Low
range”
improved
due
to
existing
core
ICS
business,
as
impact
on
net
revenues
from Penson
and MSSB transactions virtually offset each
other
EPS –
Non-GAAP range remains $1.50-$1.60:
•
Our core business before Penson/MSSB transactions is expected
to  improve earnings per share by $0.04 per share
•
Share buybacks of approximately 3.5M shares during Q1 is
expected to add another $0.03 in earnings per share
•
Recurring earnings impact of Penson/MSSB is expected to reduce
earnings per share by $0.07 per share
EPS –
GAAP range of $1.42-$1.52:
•
One-time items: loss on sale of Clearing business ($0.14 per share)
will be offset by benefit from foreign tax restructuring credit ($0.06
per share)
rd

10
Segment Results –
Investor Communication Solutions
Key Highlights: 
Revenues:
Q1
-
Strong
fee
growth
of
6%
from
recurring
fee
and
event-driven
revenues,
primarily
from
mutual
fund
proxy. 
Distribution fees down 8% due to product mix
Full
Year
–
Expect
total
revenues
up
12-13%
and
increased
the
“low
range”
due
to
recurring
growth
which
is
now in the 11-13% range (3% MSSB) and event-driven in the 29%-35% range driven by mutual fund proxy. 
Distribution
growth
lower
than
fee
due
to
product
mix
and
Notice
and
Access
Margins:
Q1 –
Slightly up and impacted by increased investments in the business
Full Year –
Expect up 70-150 bps.  Core business up 170–250 bps, as impact from MSSB is negative 100 bps
MSSB Contract:
Customer communications services seven-year contract with annualized fee revenues +$35M and greater than
20% margins post two-year conversion
1Q10
1Q09
Actual
Actual
Low
High
Revenues
$310
$314
$1,715
$1,737
Growth Rate
-1%
5%
12%
13%
Fee Revenues
$158
$148
$897
$925
Growth Rate
6%
4%
16%
19%
Recurring (RC)
7%
9%
11%
13%
Event-driven (ED)
5%
-4%
29%
35%
Distribution Revenues
$152
$166
$818
$812
Growth Rate
-8%
6%
8%
7%
Margin $
$23
$23
$292
$309
Margin %
7.6%
7.4%
17.0%
17.8%
Margin Basis Points (bps) Change
20 bps
260 bps
70 bps
150 bps
FY10 Range
($ in millions)

11
11
Segment Results –
Securities Processing Solutions
Key Highlights: 
Revenues: 
Q1 –
Revenues
were
down
7%,
as
expected,
driven
by
the
carry-over
impact
of
price
concessions
and losses 
Losses and concessions were somewhat better than expected (related to timing) and trade
volumes were flat in equities and down in fixed income
Full
Year
–
Anticipate sales,
losses
and price
concessions
to
remain in-line with expectations.
Low
and
high
revenue
range
primarily
impacted
by
trade
volumes
Margins: 
Q1
–
Margins
were
better
than
expected
due
to
delayed
investment
spend  
Full year –
Low
and
high
margin
ranges
impacted
by
trade
volume
revenue
activity
1Q10
1Q09
Actual
Actual
Low
High
Revenues
$124
$133
$504
$515
Growth Rate
-7%
7%
-6%
-4%
Trade
$71
$81
$290
$299
Growth Rate
-11%
7%
-7%
-4%
Non-trade
$53
$52
$214
$216
Growth Rate
2%
7%
-3%
-2%
Margin $
$28
$37
$107
$118
Margin %
22.5%
28.1%
21.2%
22.9%
Margin (bps) Changes
560 bps
310 bps
550bps
380bps
($ in millions)
FY10 Range

12
Segment Results –
Clearing and Outsourcing Solutions
Revenues:
Q1
-
revenues
were
up
10%
due
to
contributions
from
net
new
business
(Neuberger
contribution
14%)
and
higher
trade
volumes, offset by lower net interest income (due to decreases in both Federal Funds rate and margin balances)
Operating losses:
Q1
-
Stronger
performance
primarily
driven
by
higher
revenues
and
one-time
expense
benefits
Penson
Transaction (expected impact to Q3 & Q4):
Revenues negatively impacted by $18-21M given timing of clearing contracts sold and conversion of new outsourcing business
(12-18 months)
•
1
st
half
revenues
not
impacted
by
Penson
transaction
•
2
nd
half impacted by: 
•
reduction in interest and clearing revenues of approximately $38M
•
addition
of
Penson
outsourcing
for
client
revenues
sold
“on-boarding”
$18-20M
•
Beyond
FY10,
expect the
Penson
outsourcing
business
will
ramp
to
$60-66M
in
FY11,
and will be fully
converted
by
1
st
half of FY12
•
Operating losses all related to continuing business  
•
Changes from previous guidance all related to timing of revenue conversions 
1Q10
1Q09
FY10 Range
(Revised)
FY10 Range
(Original)
Actuals
Actuals
Low
High
Low
High
Revenues
$26
$23
$82
$84
$100
$105
Growth Rate
10%
-6%
-19%
-17%
-1%
4%
Net Interest Income
$2
$5
$5
$5
$9
$10
Other Clearing Revenue
$18
$12
$33
$33
$67
$70
Outsourcing Revenue
$6
$6
$44
$46
$24
$25
Pre-tax Loss
-$2
-$3
-$19
-$16
-$13
-$11
($ in millions)

13
Segment Results –
Other & Foreign Exchange (FX)
Other Fees:
Not material for FY09 and not anticipating Other Fees for FY10
FX:
Potential
for
reduced
negative
impact
if
weakening
U.S.$
continues
for
remainder
of
FY10
Other:
Interest –
Dependent
on
changes
in
LIBOR
–
Not
anticipating
paying
down
additional
debt
Corporate
Expenses
&
Investments
–
Q1
at
$7M
run-rate
(Q1
benefited
from
one-
time credits)
1Q10
1Q09
FY10 Range
Actual
Actual
Low
High
Other Fees Revenues
$0
$0
$0
$0
Other Fees Margin
$0
$0
$0
$0
FX Revenues
- $2
$2
-$30
-$20
FX P&L Margin
$0
$1
-$10
-$7
Other
Interest Expense
-$5
-$11
-$1 0
Purchase of Senior Notes (one-time gain)
-
$ 8
-
-
Corporate Expenses & Investments
-$ 6
-$23
-$34
FX Transaction Activity
-$1
-
-
($ in millions)
$2
-$3
-$3

14
Cash Flow (Non-GAAP) –1Q10 and FY10 Forecast
Unaudited
(In millions)
Low
High
Ridge Clearing
Core
Financing
Processing
Broadridge
Free Cash Flow
(Non-GAAP)
:
Activities
Activities (b)
Total
Earnings
-
$                
26
$                 
26
$              
199
$            
214
$            
Depreciation and amortization
-
14
14
60
62
Stock-based compensation expense
-
6
6
31
33
Other
-
(1)
(1)
13
13
Subtotal
-
45
45
303
322
W orking capital changes
-
(14)
(14)
(15)
(10)
Securities clearing activities
(a)
(33)
-
(33)
-
-
Long-term assets & liabilities changes
-
1
1
(2)
-
Net cash flow provided by (used in) operating activities
(33)
32
(1)
286
312
Cash Flows From Investing Activities
Capital expenditures & intangibles
-
(4)
(4)
(51)
$             (42)
Free cash flow
(33)
$                
28
$                 
(5)
$                
235
$            
270
$            
Cash Flows From Other Investing and Financing Activities
Acquisitions
-
-
-
-
-
Freed up Ridge Clearing capital
(d)
180
200
Long-term debt repayment
-
-
-
-
-
Dividends
-
(10)
(10)
(67)
(67)
Other
(4)
6
2
-
-
Stock repurchases net of options proceeds
-
(58)
(58)
(58)
(58)
Short-term (bank overdrafts)
22
-
22
-
-
Net change in cash and cash equivalents
(15)
(34)
(49)
290
345
Cash and cash equivalents, at the beginning of year
109
172
281
172
172
Cash and cash equivalents, at the end of quarter
94
$                 
138
$              
232
$            
462
$            
517
$            
(a) Cash and securities segregated for regulatory purposes, securities deposited with clearing organizations and securities receivables and securities payables 
(b) Core
Processing
Activities
are
Broadridge
Total
excluding
Ridge
Clearing
Financing
Activities
(c) Guidance
does
not
include
effect
of
any
future
acquisitions,
additional
debt
or
share
repurchases
(d) Assumes third quarter close of Penson transaction
Three Months Ended
FY10 Range
(c)
September 2009
Core Processing Activities

15
Broadridge -
FY 2010 Financial Guidance Summary
Revenue growth in a range of 6-8%
Closed sales forecast for the year of $185-205M
Earnings before interest and taxes margin of 15.3-16.0%, excluding one-time
items from Penson transaction (Non-GAAP), and 13.9-14.7% (GAAP)
Diluted Earnings Per Share:
Non-GAAP EPS in the range of $1.50-$1.60
GAAP EPS in the range of $1.42-$1.52, includes the net impact of $0.08 for one-
time items related to Penson transaction and foreign tax credit
Interest expense of approximately $11M
Effective tax rate of approximately 37.5%, excluding the one-time foreign tax
credit (Non-GAAP), and 35.0% including the one-time foreign tax credit (GAAP)
Free cash flow in the range of $235-270M
Diluted weighted-average shares of approximately 141M, which does not
include the impact of any future share repurchases
Guidance does not include effect of any future acquisitions or additional debt

16
Strategy Update
Investor Communications Strategy:
Leverage growth opportunities in the core proxy business
•
Through development of new products that will make the shareholder
communications and governance process more transparent and efficient
Capitalize on the meaningful growth opportunities in the Mutual Fund
business
•
As event-driven mutual fund activity returns to historical growth patterns
•
Leveraging our data aggregation strategy via our Access Data acquisition
Expand our leadership position in the transaction reporting and
fulfillment
business
by
leveraging
our
industry-leading
secure
data
processing and E-delivery capabilities
•
MSSB contract signing is a strong proof statement of strategy

17
Strategy Update
Securities Processing & Outsourcing Strategy:
Continue to believe that our core ASP model for securities processing needs a
broader offering in order to close more transactions
Broadridge remains in a position to offer a unique 3-tier securities processing
model
Our
processing
model
has
evolved
into
a
pure
technology
services
strategy
with the operating scale and traction that enables Outsourcing to stand on its
own
Outsourcing annual revenue rate is expected to be approximately $100M after
the close and conversion of the Penson
deal
We expect the operations outsourcing business to be at scale at completion of
the Penson
conversion and we are optimistic about our sales pipeline and the
associated incremental margins

18
Summary
Solid start to fiscal year 2010 as we are tracking to our full year expectations for both
revenue and earnings per share, before the impact of one-time items
Recurring fee revenues continue to grow and event-driven mutual fund proxy activity
has returned
Solid performance in closed sales activity with event-driven mutual fund proxy sales
leading the way
Our sales pipeline has good momentum as we closed a strategic sale post-quarter in
ICS, and other large opportunities remain in our pipeline
The Penson
transaction provides a clear and executable securities processing strategy
that we anticipate will free up approximately $180-200M in cash, while still providing the
upside opportunity associated with Outsourcing
ICS
is
stronger
than
ever
and
the
securities
processing
business
is
now
on
the
right
path, as Broadridge
is well-positioned to leave these challenging times better than it
entered them
Reaffirming our commitment to use strong free cash flows to create greater shareholder
value
Details regarding the use of freed-up capital related to exiting Clearing will be discussed
post-closing of the Penson
transaction

19
Q&A
There are no slides during this portion of the
presentation

20
Closing Comments
There are no slides during this portion of the
presentation

21
Appendix
Appendix

22
Broadridge FY10 Guidance
($ in millions)
FY09
FY10 Range
FY09
FY10 Range
Actual
Low
High
Actual
Low
High
$1,531
$1,715
$1,737
ICS
$249
$292
$309
-3%
12%
13%
Growth %  /  Margin % 
16.3%
17.0%
17.8%
$534
$504
$515
SPS
$143
$107
$118
4%
-6%
-4%
Growth %  /  Margin % 
26.7%
21.2%
22.9%
$101
$82
$84
COS
($9)
($19)
($16)
6%
-19%
-17%
Growth %  /  Margin % 
-9.0%
-22.6%
-18.5%
$2,166
$2,301
$2,336
Total Segments
$382
$380
$412
-1%
6%
8%
Growth %  /  Margin % 
17.7%
16.5%
17.6%
$1
$0
$0
Other
($28)
($23)
($34)
($18)
($30)
($20)
FX *
($2)
($10)
($7)
$2,149
$2,271
$2,317
Total EBIT Before 1-Times
$352
$348
$371
-3%
6%
8%
Growth %  /  Margin % 
16.4%
15.3%
16.0%
One-Time Items
$8
($32)
($32)
Total EBIT
$361
$316
$339
Margin %
16.8%
13.9%
14.7%
Interest & Other
($14)
($11)
($10)
FY10 Range
Total EBT
$346
$306
$330
Segments
Low
High
Margin %
16.1%
13.5%
14.2%
ICS
$115
$125
SPS / COS
$70
$80
Income Taxes
($123)
($107)
($116)
Total
$185
$205
Tax Rate
35.5%
34.9%
35.1%
Total Net Earnings
$223
$199
$214
Margin %
10.4%
8.8%
9.2%
Diluted Shares
142
141
141
Diluted EPS (GAAP)
$1.58
$1.42
$1.52
Growth %
16%
-10%
-4%
Diluted EPS Before 1-Times (Non-GAAP)
$1.51
$1.50
$1.60
Growth %
6%
-1%
6%
Diluted EPS Before Penson/MSSB/Share Repurchases
$1.54
$1.64
EPS Reconciliation
Low
High
Diluted EPS Before Penson/MSSB/Share Repurchases
$1.54
$1.64
Penson/MSSB Operational Losses
($0.07)
($0.07)
Share Repurchase Impact
$0.03
$0.03
Diluted EPS Before 1-Times (Non-GAAP)
$1.50
$1.60
Penson
Transaction Loss
($0.14)
($0.14)
Tax Restructuring (International)
$0.06
$0.06
Diluted EPS (GAAP) -
Revised Forecast
$1.42
$1.52
* includes impact of FX P&L Margin and FX Transaction Activity
Revenue
EBIT
Closed Sales

23
Broadridge
Q1 Results and FY10 Guidance
1Q10
1Q09
FY10 Range
DRIVERS
Actual
Actual
Low
High
Sales
3%
2%
4%
5%
Losses
-2%
-1%
-2%
-2%
Net New Business
1%
1%
2%
3%
Internal Growth
-2%
2%
-1%
0%
Event-Driven
1%
0%
3%
3%
Distribution
-3%
2%
3%
3%
Acquisitions/Divestitures/Other/FX
0%
0%
-1%
-1%
Total Revenues
-3%
5%
6%
8%
ICS Key Segment Revenue Stats
RC= Recurring
ED= Event-Driven
Exhibit 99.3
Fee Revenues
(1)
1Q09
1Q10
Type
Proxy
Equities
25.6
$    
27.6
$    
RC
Stock Record Position Growth
5%
-7%
Pieces
24.1
28.8
Mutual Funds
15.3
$    
20.8
$    
ED
Pieces
21.5
34.0
Contests/Specials
7.3
$      
8.0
$      
ED
Pieces
6.9
10.7
Total Proxy
48.2
$    
56.4
$    
Total Pieces
52.5
73.5
Notice and Access Opt-in %
26%
46%
Suppression %
46%
46%
Interims
Mutual Funds
(Annual/Semi-Annual Reports/Annual Prospectuses)
19.1
$    
21.6
$    
RC
Position Growth
6%
1%
Pieces
107.7
110.8
Mutual Funds
(Supplemental Prospectuses) & Other
14.3
$    
9.5
$      
ED
Pieces
85.8
54.3
Total  Interims
33.4
$    
31.1
$    
Total Pieces
193.5
165.1
Transaction
Transaction Reporting
31.6
$    
29.0
$    
RC
Reporting
Fulfillment
Post-Sale Fulfillment
17.3
$    
19.8
$    
RC
Pre-Sale Fulfillment
8.9
$      
8.2
$      
ED
Total Fulfillment
26.2
$    
28.0
$    
Other
Other -
Recurring
-
$      
2.5
$      
RC
Communications
Other
–Event-Driven
(2)
8.8
$      
10.6
$    
ED
Total Other
8.8
$      
13.1
$    
Total Fee Revenues
148.2
$   
157.6
$   
Total Distribution Revenues
165.6
$   
152.3
$   
Total Net Revenue as reported -
GAAP
313.8
$   
309.9
$   
Total RC Fees
93.6
$    
100.5
$   
Total ED Fees
54.6
$    
57.1
$    
FY10 Ranges
Low
High
Sales
1%
1%
3%
4%
Losses
0%
-1%
-1%
-1%
Key
Net New Business
1%
0%
2%
3%
Revenue
Internal growth
2%
1%
1%
1%
Drivers
Event-Driven
-1%
1%
4%
5%
Acquisitions
0%
1%
1%
1%
Distribution
3%
-4%
4%
3%
TOTAL
5%
-1%
12%
13%
(2)
Other
includes
2.7M
pieces
for
1Q09
and
2.2M
pieces
for
1Q10
primarily
related
to
corporate
actions.
(1)
As
of
1Q10,
these
items
represent
fee
revenues
only
and
exclude
distribution
revenues
which
are
set
out
separately.
The
historical
numbers
have
been
adjusted
to
exclude
distribution
revenues.

COS Key Segment Revenue Stats
RC= Recurring
ED= Event-Driven
1Q09
1Q10
Type
Clearing
Net Interest Income
5.2
$        
2.3
$        
RC
Average Margin Debits
880.1
$      
559.7
$      
Clearing Fees/Other
11.8
$      
17.4
$      
RC
Trade Volume (Average Trades per Day in '000)
47.3
77.2
Outsourcing
Outsourcing
6.2
$        
5.9
$        
RC
# of Clients
6
7
Total
Net
Revenue
as
reported
-
GAAP
23.2
$      
25.6
$      
FY10 Ranges
Low
High
Sales
10%
28%
13%
15%
Losses
-6%
-5%
-4%
-4%
Net New Business
4%
23%
9%
11%
Key
Non-interest Internal Growth
3%
5%
-2%
-1%
Revenue
Concessions
-1%
-5%
-4%
-4%
Drivers
Internal growth (Net Excl. Interest)
2%
0%
-7%
-7%
Federal Funds
-9%
-5%
-2%
-2%
Other Net Interest Income (Primarily Balances)
-3%
-8%
-2%
-1%
Net Interest Income
-12%
-13%
-4%
-3%
Acquisitions / Divestitures / Other
0%
0%
-17%
-18%
TOTAL
-6%
10%
-19%
-17%
Broadridge
ICS Definitions
Exhibit 99.4
Proxy 
Equities - - Refers to the p roxy services we provide in connection with annual stockholder meetings for publicly traded corporate issuers.  Annual
meetings of public companies include shares held in "street name" (meaning that they are held of record by brokers or banks, which in turn hold the
shares on behalf of their clients, the ultimate beneficial owners) and shares held in "registered name" (shares registered directly in the names of their
owners).  
Mutual Funds  - Refers to the proxy s ervice s we provide for funds, classes or trusts of an investment company.  Open - ended mutual funds are not
required to have annual meetings.  As a result, mutual fund proxy services provided to open-ended mutual funds are driven by a "triggering event." 
These triggering events can be a change in directors, fee structures, investment restrictions, or mergers of funds.  
Contests - Refers to the proxy services we provide when a separate agenda is put forth by one or more stockholders that is in opposition to the
proposals presented by management of the company which is separately distributed and tabulated from the company’s proxy materials.   
Special s - Ref ers to the proxy services we provide in connection with stockholder meetings held outside of the normal ann ual meeting cycle and are
primarily driven by special events (e.g., mergers and acquisitions in which the company being acquired is a public company and needs to solicit the
approval of its stockholders).   
Interims 
Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses)        – Re fers to the services we provide investment companies in connection with
information they are required by regulation to distribute periodically to their investors.  These reports contain pertinent information such as holdings, fund
performance, and other required disclosure. 
Mutual Funds (Supplemental Prospectuses)       – Refers pr imarily to information required to be provided by mutual funds to supplement information
previously provided in an annual mutual fund prospectus (e.g., change in portfolio managers, closing funds or class of shares to investors, or restating or
clarifying items in the original prospectus).  The events could occur at any time throughout the year.   
Other – Refers to co mmunications provided by corporate issuers and investment companies to investors including newsletters, notices, tax information,
marketing materials and other information not required to be distributed by regulation.
Transaction Reporting            
Transaction Reporting    – R efers primarily to the printing and distribution of account statements, trade confirmations and tax reporting documents to
account holders, including electronic delivery and archival services.  
Fulfillment 
Post-Sale Fulfillment   – Re fers primarily to t he distribution of prospectuses, offering documents, and required regulatory disclosure information to
investors in connection with purchases of securities.  
Pre-Sale Fulfillment  - – Refers to the distribution of marketing literature, welcome kits, enro llment kits, and investor information to prospective investors,
existing stockholders and other targeted recipients on behalf of broker-dealers, mutual fund companies and 401(k) administrators.   
Other Communications            
Other – Refers to the ser vices we provide in connection with the distribution of communications material not included in the above definitions such as
non-objecting beneficial owner (NOBO) lists, and corporate actions such as mergers, acquisitions, and tender offer transactions.
Mutual
Funds
(Annual/Semi-Annual
Reports/Annual
Prospectuses)
Mutual
Funds
(Supplemental
Prospectuses)
Other
Transaction
Reporting
Post-Sale
Fulfillment
Pre-Sale
Fulfillment
Other
Specials
Contests
Mutual
Funds
Equities
Securities Processing
Self-Clearing with
Service Bureau
Outsourcing
Self-Clearing with Ops.
Outsourcing & Service
Bureau
Broadridge’s
Simplified Securities Processing Model
Clearing
Fully-Disclosed Clearing
Financing
Activities and
Compliance
Technology &
Data Center
Operational
Infrastructure
Client
Responsibility
Client
Responsibility
Client
Responsibility
Provided by
Broadridge
Provided by
Broadridge
Provided by
Broadridge
Provided by
Penson
(Previously provided by Ridge)
Target
Large
Broker-Dealer Firms
Large ~ Medium
Broker-Dealer Firms
Medium ~ Small
Broker-Dealer Firms