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 6, 2008

 

 

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 November 6, 2008, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2009. On November 6, 2008, the Company also posted an Earnings Webcast & Conference Call Presentation dated November 6, 2008 on the Company’s Investor Relations home page at www.broadridge-ir.com . Copies of the press release and presentation are being furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

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

 

Item 9.01. Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:

 

Exhibit No.

  

Description

99.1    Press release dated November 6, 2008.
99.2    Earnings Webcast & Conference Call Presentation dated November 6, 2008.

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 6, 2008

 

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 2009 RESULTS

Increases Fiscal Year GAAP EPS Guidance for One-Time Gain

Reaffirms Fiscal Year Non-GAAP EPS Guidance

LAKE SUCCESS, New York – November 6, 2008 – Broadridge Financial Solutions, Inc. (NYSE:BR), a leading global provider of technology-based outsourcing solutions to the financial services industry, today reported financial results for the first quarter of its fiscal year 2009. For the three months ended September 30, 2008, net revenues grew 5% from the prior fiscal year, with net earnings of $35.6 million and diluted earnings per share of $0.25, compared to net earnings of $36.0 million and diluted earnings per share of $0.26 for the comparable quarter of the previous fiscal year.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “I am pleased with our first quarter results, as they were slightly better than our expectations. The business fundamentals in our operating units continue to be solid, and despite the economic turbulence caused by unprecedented market conditions, our operating units continue to demonstrate their resiliency. The significant recent events in the financial services industry have had both positive and negative effects on our revenues. Overall, our business continues to be on track.”

Mr. Daly added, “We expect our business to continue to generate significant free cash flow. The major contributor to this cash generation is our Investor Communication Solutions business. This business represents over 70% of our revenue and earnings and is the foundation of our overall business. In addition, the breadth of our product offerings and the flexibility of our solutions demonstrated by transitioning the Neuberger Berman business within days of the Lehman Brothers bankruptcy, makes me confident that Broadridge has a real opportunity to leave this unprecedented period stronger than when we entered it. I am confident in our ability to continue to extend our market leadership as we move forward through these challenging times for our markets.”

For the first quarter of fiscal year 2009, net revenues grew 5% to $472.4 million compared to $451.2 million for the same period last year driven primarily by sales and internal growth resulting from higher trading volume. Net earnings, while better than expected, decreased 1% to $35.6 million from $36.0 million, as result of the prior year’s delayed timing of recurring expenses related to the build-out of the company’s corporate infrastructure and product development investments. Diluted earnings per share decreased to $0.25 per share on slightly more weighted-average shares outstanding, compared to $0.26 per share in the first quarter of fiscal year 2008. Closed sales of $33 million for the first quarter of fiscal year 2009 were 15% greater than last year’s comparable quarter results.

Analysis of First Quarter Fiscal Year 2009

Investor Communication Solutions

Net revenues for the Investor Communication Solutions segment increased 5% compared to the first quarter of fiscal year 2008, to $313.8 million in the first quarter of fiscal year 2009. This increase was driven primarily by higher internal growth, resulting from position growth in equity proxy and mutual fund interims and from transaction reporting communications. Operating margin decreased 2.6 percentage points as anticipated, compared to the first quarter of fiscal year 2008, resulting from a less favorable product mix, higher investment spending and a one-time benefit realized in the prior year.

Securities Processing Solutions

Net revenues for the Securities Processing Solutions segment increased 7% compared to the first quarter of fiscal year 2008, to $133.2 million in the first quarter of fiscal year 2009. The increase was primarily driven by internal growth related to higher trading volumes for equity and fixed-income trade processing, as well as net new

business. Operating margin decreased 3.1 percentage points as anticipated, compared to the first quarter of fiscal year 2008, as a result of higher expenses associated with incremental investments and lower capitalized conversion cost.

Clearing and Outsourcing Solutions

Net revenues for the Clearing and Outsourcing Solutions segment decreased 6% as anticipated, compared to the first quarter of fiscal year 2008, to $23.2 million in the first quarter of fiscal year 2009. The decrease was driven by lower internal growth associated with the reduction in the Federal funds rate and lower customer margin balances, somewhat offset by the gains from net new business. Operating loss increased by $1.1 million to $3.1 million for the first quarter of fiscal year 2009 as anticipated, from an operating loss of $2.0 million in the first quarter of fiscal year 2008, as a result of lower revenue.

Other

In the first quarter of fiscal year 2009, Broadridge completed the purchase of $125.0 million principal amount of its 6.125% senior notes due 2017. The transaction resulted in a one-time non-cash pre-tax gain from early extinguishment of debt of $8.4 million. This one-time gain further increases our performance beyond the better than expected performance from the business units this quarter.

Fiscal Year 2009 Financial Guidance

As a result of the one-time gain from early extinguishment of debt we are increasing our fiscal year 2009 GAAP earnings per share guidance to a range of $1.49 to $1.59. We are reaffirming the fiscal year 2009 Non-GAAP earnings per share guidance in a range of $1.45 to $1.55, which excludes the one-time gain from the purchase of our senior notes. The earnings per share guidance is based on diluted weighted-average shares outstanding of approximately 143 million shares. We anticipate net revenue growth in the range of 0% to 3%, which is slightly lower than our original guidance of 2% to 4%, primarily as a result of unfavorable foreign exchange rates due to the strengthening U.S. dollar and lower distribution fees. We anticipate earnings before interest and taxes margin in the range of 15.9% to 16.8%, which is slightly higher than our original guidance of 15.9% to 16.6%.

Mr. Daly commented, “With the success we enjoyed during our first fiscal quarter, we are off to a good start to a fiscal year where we will be faced with known and unknown challenges of unprecedented markets. I believe we are well–positioned to continue to perform well in spite of these challenges. We all witnessed our business model withstand the stress test of recent events. I am confident Broadridge will continue to be successful through these unprecedented times.”

Non-GAAP Measures

In certain circumstances, results have been presented that are Non-GAAP measures and should be viewed in addition to, and not as a substitute for, the Company’s reported results. Management believes such Non-GAAP measures provide investors with a more complete understanding of Broadridge’s underlying operational results. These Non-GAAP measures are indicators that management uses to provide additional meaningful comparisons between current results and prior reported results, and as a basis for planning and forecasting for future periods.

Earnings Conference Call

An analyst conference call will be held today, Thursday, November 6th at 8:30 a.m. ET. A live webcast of the call will be available to the public on a listen-only basis. To listen to the webcast and view the slide presentation, go to www.broadridge-ir.com and click on the webcast icon. The presentation will be available to download and print approximately 30 minutes before the webcast on the Broadridge Investor Relations home page at www.broadridge-ir.com . Broadridge's news releases, current financial information, SEC filings and Investor Relations presentations are accessible on the same website.

About Broadridge

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

 

2

Forward-Looking Statements

This press release and other written or oral statements made from time to time by representatives of Broadridge may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, such as our fiscal year 2009 financial guidance, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2008 (the “2008 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the 2008 Annual Report. These risks include: Broadridge’s success in retaining and selling additional services to its existing clients and 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 clearing agencies and broker-dealers; declines in trading volume, market prices, liquidity of securities markets or proprietary trading activity; Broadridge’s ability to continue to obtain data center services from its former parent company, Automatic Data Processing, Inc. (“ADP”); Broadridge’s debt levels and financing costs, including the impact of its credit ratings on such costs; the ability of Broadridge to develop brand recognition and its reputation with its clients and employees following its separation from ADP in March 2007; the incurrence of additional costs attributable to Broadridge’s operations as a stand-alone public company; changes in technology; availability of skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions; and overall market and economic conditions. Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Investors:

Marvin Sims

Broadridge Financial Solutions, Inc.

Vice President, Investor Relations

(516) 472-5477

 

3

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions except per share amounts)

(Unaudited)

 

     Three months ended
September 30,
     2008     2007

Revenues:

    

Services revenues

   $ 460.5     $ 435.5

Other

     14.0       24.5
              

Total revenues

     474.5       460.0

Interest expense from securities operations

     2.1       8.8
              

Net revenues

     472.4       451.2
              

Expenses:

    

Cost of net revenues

     363.0       334.2

Selling, general and administrative expenses

     56.7       49.1

Other (income) expenses, net

     (5.5 )     8.8
              

Total expenses

     414.2       392.1
              

Earnings before income taxes

     58.2       59.1

Provision for income taxes

     22.6       23.1
              

Net earnings

   $ 35.6     $ 36.0
              

Earnings per share:

    

Basic

   $ 0.25     $ 0.26

Diluted

   $ 0.25     $ 0.26

Weighted-average shares outstanding:

    

Basic

     140.4       139.1

Diluted

     142.2       139.8

Dividends declared per common share

   $ 0.07     $ 0.06

 

4

Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

 

     September 30,
2008 		    June 30,
2008 		 

Assets

    

Current assets:

    

Cash and cash equivalents

   $     68.0     $ 198.3  

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

   425.0       33.7  

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

   321.5       415.4  

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

   2,066.8       1,369.9  

Other current assets

   60.3       61.9  
              

Total current assets

   2,941.6       2,079.2  

Property, plant and equipment, net

   75.9       82.6  

Other non-current assets

   153.1       157.4  

Goodwill

   488.2       484.3  

Intangible assets, net

   31.7       30.1  
              

Total assets

   $3,690.5     $ 2,833.6  
              

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $     75.1     $ 89.9  

Accrued expenses and other current liabilities

   175.4       252.6  

Securities clearing payables

   1,974.3       1,157.4  

Deferred revenues

   16.0       25.5  

Short-term borrowings

   238.0       —    
              

Total current liabilities

   2,478.8       1,525.4  

Long-term debt

   324.0       447.9  

Other non-current liabilities

   61.0       53.6  

Deferred revenues

   57.5       60.9  
              

Total liabilities

   2,921.3       2,087.8  
              

Commitments and contingencies

    

Stockholders’ equity:

    

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

   —         —    

Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 141.5 shares and 140.5 shares, respectively; outstanding, 141.4 and 140.4 shares at September 30, 2008 and June 30, 2008, respectively

   1.4       1.4  

Additional paid-in capital

   477.6       469.5  

Retained earnings

   274.0       248.2  

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

   (2.5 )     (2.0 )

Accumulated other comprehensive income

   18.7       28.7  
              

Total stockholders’ equity

   769.2       745.8  
              

Total liabilities and stockholders’ equity

   $3,690.5     $ 2,833.6  
              

 

5

Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

 

     Net Revenues  
     Three months ended
September 30, 		 
     2008     2007  

Investor Communication Solutions

   $ 313.8     $ 299.1  

Securities Processing Solutions

     133.2       124.4  

Clearing and Outsourcing Solutions

     23.2       24.7  

Other

     0.2       2.4  

Foreign Exchange

     2.0       0.6  
                

Total

   $ 472.4     $ 451.2  
                
     Earnings before Income
Taxes 		 
     Three months ended
September 30, 		 
     2008     2007  

Investor Communication Solutions

   $ 23.3     $ 29.8  

Securities Processing Solutions

     37.4       38.8  

Clearing and Outsourcing Solutions

     (3.1 )     (2.0 )

Other

     (0.7 )     (7.8 )

Foreign Exchange

     1.3       0.3  
                

Total

   $ 58.2     $ 59.1  
                

 

6

November 6, 2008
Earnings Webcast & Conference Call
First Quarter Fiscal
Year 2009
Broadridge Financial Solutions, Inc.
Exhibit 99.2

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

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

3
Opening Remarks
Key Topics:
•
Financial results for the first quarter and
reaffirmation of full fiscal year 2009 Non-GAAP
earnings per share (EPS) guidance
•
General overview of current market conditions
Putting market dynamics into context as they relate to
Broadridge
Discussing the resiliency of the Broadridge businesses
A summary of the impact of financial industry consolidation and
client concentration on the SPS segment
•
Free Cash Flow and Capital Allocation

4
Opening Remarks –
Key Topics
First Quarter FY09 Financial Results
•
Revenues and earnings for the quarter are slightly better than expectations
despite
challenging
market
conditions
even
before
considering
one-time
gain from purchase of senior notes
•
Reaffirming full fiscal year 2009 diluted Non-GAAP EPS guidance
GAAP
EPS
range
of
$1.49
-
$1.59
Non-GAAP
EPS
range
of
$1.45
-
$1.55
(excludes
one-time
gain
from purchase of
senior notes)
•
Business fundamentals in the operating units continue to be solid
•
Business model benefits from transactional volume whether the
Dow
Jones
Industrial
Average
is
at
12,000
or
4,000
–
model
is virtually all
transaction based vs. asset based
•
The resiliency of our overall business model is clearest in the Investor
Communications business
•
Broadridge performs better in rising markets, however the business model
is more resilient today than in the last down market

5
Opening Remarks –
Key Topics
SPS Client Concentration:
•
Provide a component of securities processing to 8 of the top 10 U.S.
broker-dealers as ranked by SIFMA
•
The top 15 SPS clients generate approximately 65% of the SPS
segment’s revenues
Securities Processing Segment
Equity Processing
Fixed-Income
Top 15 Clients
Retail
Institutional
Processing
AllianceBernstein
L.P.
Bank of America Corporation
Barclays Capital Services, LLC
BMO Nesbitt Burns Inc.
CIBC World Markets Corp.
Deutsche Bank AG
E*Trade Group, Inc.
Edward D. Jones & Co., L.P.
HSBC Securities (USA) Inc.
J.P. Morgan Chase & Co.
Jefferies & Company, Inc.
Lehman Brothers Inc.
Royal Bank of Canada
Scotia Capital Inc.
UBS Securities LLC
Notes:
The above schedule is an alphabetical listing of the top 15 SPS clients based on FY08 revenues

6
Opening Remarks –
Key Topics
Impact on Broadridge from Financial Industry
Consolidation:
•
Financial firms are selecting vendor partners with strong financials and
depth of product and service offerings
•
In the short term, we are gaining about as much revenue as we are losing
•
In the longer term, we believe new major processing opportunities are
being created
•
Consolidation Impact on SPS Recap :
JP Morgan/Bear Stearns
–
Neutral impact in the short term and positioned well
for future opportunities
Bank of America/Merrill
–
Well-positioned for future opportunities as client
looks for substantial cost savings
Barclays/Lehman
–
Including Neuberger Berman win makes this a net positive
Wells Fargo/Wachovia
–
Has no impact on SPS segment 
•
Overall, we believe the recent financial services industry consolidation
could create more upside opportunity than downside risk

7
Opening Remarks –
Key Topics
Broadridge Rated #1 for Brokerage Process
Services
Outsourcing
•
Broadridge
was
selected
by
The
Brown
&
Wilson
Group’s
2008
Black
Book
of
Outsourcing
®
•
Outsourcing
vendors
were
evaluated
across
26
management
criteria
and
18
operational
excellence key performance indicators
•
Over 1,400 validated respondents ranked 52 global brokerage process services suppliers
•
Broadridge
was
rated
#1
overall
out
of
52
service
providers
and
rated
#1
on
14
out
of
18
categories
(Q)
#
CRITERIA
BROADRIDGE'S
OVERALL RANKING
1
Vendor Overall Preference/ Vertical Industry Recommendation
1
2
Innovation
2
3
Training
3
4
Client Relationship and Cultural Fit
1
5
Trust
2
6
Breadth of Offerings, Client Types, Delivery Excellence
1
7
Deployment and Outsourcing Implementation
1
8
Customization
1
9
Integration and Interfaces
4
10
Scalability, Client Adaptability, Flexible Pricing
1
11
Compensation and Employee Performance
1
12
Reliability
1
13
Brand Image and Marketing Communications
1
14
Marginal Value Adds
1
15
Viability
1
16
Data Security and Backup Services
1
17
Support and Customer Care
1
18
Best of Breed Technology and Process Improvement
1
Note: A hard-copy or electronic reprint of the 2008 State of the Outsourcing Industry Report can be
obtained by contacting vijay.j@brown-wilson.com

8
Opening Remarks –
Key Topics
FY03 Down Market vs. Current Down Market:
Why is today’s down market different for Broadridge?
4)     There is no event similar to trade compression 
occurring in today’s market
4)      Negative growth in trades per day as a result
of trade compression
(excluding
trade
compression TPD grew 3%)
3)
With current client base
Broadridge is better
positioned to benefit from current and future
consolidation
3)      Client losses from industry consolidation, as
mid-size firms were acquired by firms not on
Broadridge’s
platform
5)     Clearing & Outsourcing solution provides
flexible and viable processing alternative
(Neuberger Berman win made possible due to
clearing capabilities which did not exist in
2003)
5)    
Migration by broker-dealer firms from self-
clearing to fully-disclosed clearing
2)
Core Proxy volumes forecasted to remain
stable
2)
Core Proxy volumes remained stable 
1)
M&A/Contest activity decline already occurred
in FY08 and increased focus on compliance
has lessened the potential for declines of
Mutual Fund Proxy activities
1)
Event-driven revenue declined by 30% or
$100M, as a result of lower Mutual Fund Proxy
and M&A/Contest activities
Current Down Market
FY 2003 Down Market

9
Opening Remarks –
Key Topics
Sales Activity
•
Closed sales for quarter, including the new contract with Neuberger
Berman, are in line with expectations
•
Full year closed sales forecast of $160M to $180M still on track
Free Cash Flow and Capital Allocation
•
In any market cycle, Broadridge has historically generated
significant free cash flows
•
Broadridge has the appropriate liquidity to operate in the current
unpredictable market conditions
•
Disciplined internal filtering process related to evaluating
acquisitions for appropriate fit and return

10
Key Highlights:
Revenue
5% to $472M (fee only
4%)
•
Sales contributed 3% 
•
Losses reduced growth by 1%
•
Internal Growth contributed 2%
•
Event-driven activity reduced growth by 1%
•
Distribution Fees contributed growth by 2%    
•
Other/FX is flat
Pre-tax Margin
80 bps to 12.3%
•
Solid performance offset by previously disclosed grow-over related to timing in Q1
FY2008 build-out of public company infrastructure and investment ramp-up
Diluted EPS
4% to $0.25
•
Interest expense
of $5M,
net
of
one-time
gain
of
$8M
from
purchase
of $125M
principal amount of senior notes
•
Fully diluted shares
2.4M to 142.2M
Broadridge
Results
–
Q1
FY
2009

11
Segment Results –
Investor Communication Solutions
Q1 FY09 Key Highlights :
Fee Revenues
4%
•
Net New Business
$2M primarily driven by Transaction Reporting and Post-sale Fulfillment
•
Internal Growth
$5M driven by Proxy and Interim position growth, higher Transaction Reporting volume, as well as
Notice & Access adoption rates
–
Mutual Fund Interims position growth
6% and Equity Proxy position growth
5%
•
Event-driven Fee revenue
$2M led by Mutual Fund Proxy and Solicitation
Margin
•
Margin
260 bps due to product mix, investments and one-time items
FY09 Key Drivers :
•
Recurring Fee revenue Net New Business contributes 2% to 3%
•
Recurring Fee revenue Internal Growth contributes 3% to 5%
•
Event-driven revenue contributes -2% to -1%
1Q09
1Q08
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$314
$299
$1,578
$1,626
Growth Rate
5%
0%
3%
Fee Revenues
$148
$143
$790
$822
Growth Rate
4%
3%
7%
Recurring (RC)
5%
5%
8%
Event-driven (ED)
-1%
-2%
-1%
Distribution Revenues
$166
$156
$788
$804
Growth Rate
6%
-3%
0%
Margin
7.4%
10.0%
16.3%
17.3%
Margin Basis Points (bps) Change
260 bps
10 bps
110 bps

12
12
Segment Results –
Securities Processing Solutions
Q1 FY09 Key Highlights :
Revenues
7%
•
Net New Business contributed 2% (Sales of 5% offset by losses of
3%)
•
Internal
Growth
contributed
4%
(Internal
growth
Equity
TPD
3%
to
1,502K,
driven
by
retail
trades.
Fixed-
Income TPD
27% to 270K TPD –
Total TPD of 2,449K and 278K for Equity and Fixed-Income respectively)
Margins
•
Q1
310 bps contribution from revenue growth was more than offset by higher investments and RBC
conversion
related
resources
no
longer
capitalized
and
“returning”
to
expense
run
rate
FY09 Key Drivers :
•
Net New Business contributes flat to 1%
•
Internal Growth contributes 1% to 2%
•
Acquisitions contributes 1%
1Q09
1Q08
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$133
$124
$526
$535
Growth Rate
7%
2%
4%
Margin
28.1%
31.2%
25.3%
26.0%
Margin Basis Points (bps) Changes
310 bps
140 bps
70 bps

13
Segment Results –
Clearing and Outsourcing Solutions
Q1 FY09 Key Highlights:
Revenues
6%
•
Net New Business contributed 4% (Sales of 10% offset by losses of 6%)
•
Internal
Growth
10%
(TPD,
clearance
fees
and
money
market
up,
net
interest
income
down
12%)
•
Federal funds rate impact -$2M
Pre-tax Margin
•
Operating losses at $3M; operating leverage offset by impact of interest rate reductions
FY09 Key Drivers:
•
Net New Business contributes 20% to 22%
•
Internal Growth contributes - 9% to -8% (Federal funds rate reductions and lower margin lending
balances impact Internal Growth and Margin)
1Q09
1Q08
FY09 Range
($ in millions)
Actual
Actual
Low
High
Revenues
$23
$25
$106
$109
Growth Rate
-6%
11%
14%
Pre-tax Loss
-$3
-$2
-$6
-$3

14
Segment Results –
Other & Foreign Exchange (FX)
Q1 FY09 Key Highlights:
Revenues
•
FX Revenues increased to $2.0M from $0.7M year-over-year due to weakening of U.S. dollar
Pre-tax Margin
•
Net Other Expense of $1M is made up of:
–
Interest
expense
of $5M,
net
of
one-time
gain
of
$8M
from
purchase
of
$125M
principal
amount
of
senior
notes
–
Investments and corporate expenses of ($6M)
FY09 Key Drivers:
•
FX-
strengthening of US$ will have negative impact on revenues and margins
•
Interest Expense-
no further reduction in long-term debt expected
1Q09
1Q08
FY09 Range
($ in millions)
Actual
Actual
Low
High
Termination Fees Revenues
$0
$2
$1
$1
Termination Fees Pre-tax Margin
$0
$2
$1
$1
FX Revenues
$2
$1
-$9
$0
FX Pre-tax Margin
$1
$0
-$4
$0
Other
Transition Expense
$0
-$2
$0
$0
Interest Expense *
$5
-$9
-$8
-$6
Corporate Expenses & Investments
-$6
$1
-$30
-$38
Footnote:
* Interest Expense includes $8M gain from purchase of $125M principal amount of senior notes

15
Fiscal Year 2009 Grow-Over Discussion
First quarter as well as second quarter of FY’09 tough EPS compare given
grow-over items
FY'08 Grow-Overs
($ in millions)
Q1
Q1
Q2
Q3
Q4
FY09
Actual
Forecast
Q1 Act. & Q2-4 Forecast
Other-
Corporate/Investments
Termination Fees
(2)
(2)
(5)
0
(1)
(8)
Corporate Build
(4)
(6)
(4)
0
0
(8)
Investments
(3)
(4)
(3)
(3)
0
(9)
Founders Grants
0
0
(5)
0
5
0
Sub-total
(9)
(12)
(17)
(3)
4
(25)
Segments
SPS-
Non-Deferred S&P
(5)
(5)
(3)
(2)
0
(10)
($14)
($17)
($20)
($5)
$4
($35)

16
Broadridge
Cash
Flow
–
Q1
FY
2009
and
FY
2009
Forecast
Broadridge
Financial Solutions, Inc.
Calculation
of
Free
Cash
Flow
-
Non-GAAP
Unaudited
(In millions)
FY09 Range
Low
High
Ridge Clearing
All Other
All Other
Financing
Processing
Broadridge
Processing
Calculation of Free Cash Flow
(Non-GAAP)
:
Activities
Activities
Total
Activities
Earnings
-
$
36
$
36
$
207
$      
222
$      
Depreciation and amortization
-
14
14
55
65
Deferred taxes
-
1
1
(15)
(10)
Stock-based compensation expense
-
6
6
35
40
Gain from purchase of senior notes
-
(8)
(8)
(A)
(A)
Other
-
(3)
(3)
5
5
Subtotal
-
46
46
287
322
Working capital changes
-
(22)
(22)
(20)
(10)
Securities clearing activities
(271)
-
(271)
-
-
Long-term assets & liabilities changes
-
1
1
(20)
(15)
Net cash flow (used in) provided by operating activities
(271)
25
(246)
247
297
Cash Flows From Investing Activities
Capital expenditures
-
(3)
(3)
(55)
(45)
Intangibles
-
-
-
(7)
(5)
Free cash flow
(271)
$             
22
$            
(249)
$           
185
$      
247
$      
Cash Flows From Other Investing and Financing Activities
Acquisitions
-
(15)
(15)
not currently
in guidance
Long-term debt repayment
-
(114)
(114)
(150)
(116)
Dividends
-
(8)
(8)
(39)
(39)
Stock repurchase net proceeds from exercise of stock options
-
2
2
(40)
(30)
Net Parent funding Ridge Clearing
(5)
5
-
Short-term borrowings (overnight bank loans)
238
-
238
Short-term borrowings (bank overdrafts)
15
-
15
-
-
Net change in cash and cash equivalents
(23)
$                
(107)
$         
(130)
$           
(59)
$       
62
$        
Cash and cash equivalents, at the beginning of quarter
41
157
198
157
157
Cash and cash equivalents, at the end of quarter
18
$                 
50
$            
68
$              
98
$      
219
$      
Footnote:
(A) Excluded from Earnings and Excluded from Free Cash Flow
Three Months Ended
September 2008
(15)

17
Broadridge -
FY 2009 Financial Guidance Summary
Revenue growth of flat to 3% (1% -
5% fee only)
Sales
Plan
for
year
of
$160M
-
$180M
Earnings
before
interest
and
taxes
margin
of
15.9%
-
16.8%
Diluted EPS in the range of:
GAAP
EPS
$1.49
-
$1.59
Non-GAAP
EPS
$1.45
-
$1.55
(excludes
one-time
gain
from
purchase
of
senior notes)
Interest
expense
of
$6M
-
$8M
net
of
$8M
gain
from
purchase
of
$125M principal amount of senior notes
Effective Tax Rate of approximately 39%
No additional one-time transition expenses
Free
cash
flow
in
the
range
of
$180M
-
$250M

18
Summary
Solid first quarter with results slightly better than expectations
Reaffirming full fiscal year 2009 Non-GAAP EPS guidance despite
unprecedented market conditions
Broadridge business model continues to be resilient as business
fundamentals remain solid
We believe the recent financial services industry consolidation may
provide slightly more upside than downside risk
SPS segment well-positioned as top clients are potential surviving key
players
Broadridge expected to continue to generate significant free cash flow
Current market conditions generating new and exciting longer term
opportunities

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
Segments –
FY 2009 Financial Guidance Summary
Investor Communication:
Revenues Flat -
3%
Margins 16.3% -
17.3%
Sales Plan $100M -
$110M
Securities Processing:
Revenues 2% -
4%
Margins 25.3% -
26.0%
Clearing and Outsourcing:
Revenues 11% -
14%
Operating losses at $3M -
$6M
Sales Plan $60M -
$70M for the combined Securities Processing and Clearing
and Outsourcing business segments

23
EPS Impact from One-time Items and Termination Fees
Reconciliation
Note:
Management believes that certain Non-GAAP (generally accepted accounting principles) 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.
Broadridge
Financial Solutions, Inc.
Reconciliation of GAAP to Non-GAAP Measures
Impact of One-time Items on Earnings Per Share Reconciliation
(In millions except per share amounts)
(unaudited)
FY09
Fiscal Year 2008
Earnings Per Share
1st
Quarter
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
Full Year
Fiscal 2008
EPS -
GAAP basis measures
0.25
$     
0.26
$     
0.21
$    
0.21
$    
0.69
$    
1.36
$        
Non-GAAP adjustments:
One-time transition expenses
-
0.01
0.01
0.02
0.01
0.06
EPS
-
Excluding
transition
expenses
-
Non-GAAP
0.21
$     
0.27
$     
0.22
$    
0.23
$    
0.70
$    
1.42
$        
Less One-time items:
Termination Fees
-
0.01
0.02
-
-
0.03
Timing in Public Company Corporate Build
0.01
0.02
0.01
-
-
0.03
Timing of Investments
0.01
0.02
0.02
-
-
0.04
0.02
0.05
0.05
-
-
0.10
EPS -
Non-GAAP
0.19
$     
0.22
$     
0.17
$    
0.23
$    
0.70
$    
1.32
$        
FY09
Fiscal Year 2008
Pre-tax Earnings
1st
Quarter
1st
Quarter
2nd
Quarter
3rd
Quarter
4th
Quarter
Full Year
Fiscal 2008
Pre-tax
Earnings
-
GAAP
58.2
$     
59.1
$     
47.3
$    
48.4
$    
171.1
$  
325.9
$      
Non-GAAP adjustments:
One-time transition expenses
-
2.1
3.5
4.2
3.9
13.7
Pre-tax
Earnings
-
Excluding
transition
expenses
-
Non-GAAP
49.8
$     
61.2
$     
50.8
$    
52.6
$    
175.0
$  
339.6
$      
One-time items:
Termination Fees
-
2.0
5.0
-
0.7
7.7
Timing in Public Company Corporate Build
2.0
6.0
2.0
-
-
8.0
Timing of Investments
1.0
4.0
5.0
-
-
9.0
3.0
12.0
12.0
0.0
0.7
24.7
Pre-tax
Earnings
-
Non-GAAP
46.8
$     
49.2
$     
38.8
$    
52.6
$    
174.3
$  
314.9
$      
Gain from purchase of senior notes
Gain from purchase of senior notes
Gain from purchase of senior notes
(8.4)
(0.04)
-
-
-
-
-
-
-
-
-
-

24
Use of Materials Contained Herein
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convenience and information only.  This information is accurate as of the date
of its initial presentation.  If you plan to use this information for any purpose,
verification of its continued accuracy is your responsibility.  Broadridge
assumes no duty to update or revise the information contained in
this
presentation.  You may reproduce information contained in this presentation
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identify the source of the information as Broadridge Financial Solutions, Inc.,
which owns the copyright.