8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2009

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-33220	33-1151291
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

1981 Marcus Avenue

Lake Success, New York 11042

(Address of principal executive offices)

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

N/A

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

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

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

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

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

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

Item  2.02. Results of Operations and Financial Condition.

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

Item  7.01. Regulation FD Disclosure.

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

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

Item  9.01. Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:

Exhibit No.	Description
99.1	Press release dated May 11, 2009.
99.2	Earnings Webcast & Conference Call Presentation dated May 11, 2009.

SIGNATURES

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

Dated: May 11, 2009

BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:	/s/    Dan Sheldon
Name:	Dan Sheldon
Title:	Vice President, Chief Financial Officer

EX-99.1

Exhibit 99.1

BROADRIDGE REPORTS THIRD QUARTER FISCAL YEAR 2009 RESULTS

Reaffirms Full Year Non-GAAP EPS Guidance

Raises Full Year GAAP EPS Guidance

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

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

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

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

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

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

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

Analysis of Third Quarter Fiscal Year 2009

Investor Communication Solutions

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

Securities Processing Solutions

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

Clearing and Outsourcing Solutions

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

Other

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

Fiscal Year 2009 Financial Guidance

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

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

2

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

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

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

Non-GAAP Measures

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

Earnings Conference Call

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

About Broadridge

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

Forward-Looking Statements

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

3

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

Contact Information

Investors:

Marvin Sims

Broadridge Financial Solutions, Inc.

Vice President, Investor Relations

(516) 472-5477

4

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions except per share amounts)

(Unaudited)

	Three Months Ended March 31,				Nine Months Ended March 31,
	2009		2008		2009			2008
Revenues:
Services revenues	$	473.2	$	485.6	$	1,383.1		$	1,371.6
Other		8.4		19.4		35.1			67.8
Total revenues		481.6		505.0		1,418.2			1,439.4
Interest expense from securities operations		0.4		6.2		5.4			24.3
Net revenues		481.2		498.8		1,412.8			1,415.1
Cost of net revenues		372.7		383.1		1,081.5			1,063.0
Selling, general and administrative expenses		51.3		60.0		174.2			171.6
Other (income) expenses, net		3.2		7.3		(3.7	)		25.7
Total expenses		427.2		450.4		1,252.0			1,260.3
Earnings before income taxes		54.0		48.4		160.8			154.8
Provision for income taxes		13.1		18.9		54.4			60.4
Net earnings	$	40.9	$	29.5	$	106.4		$	94.4
Earnings per share:
Basic	$	0.29	$	0.21	$	0.76		$	0.68
Diluted	$	0.29	$	0.21	$	0.75		$	0.67
Weighted-average shares outstanding:
Basic		139.5		139.9		140.0			139.7
Diluted		141.2		141.3		141.6			140.9
Dividends declared per common share	$	0.07	$	0.06	$	0.21		$	0.18

5

Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	March 31, 2009			June 30, 2008
Assets
Current assets:
Cash and cash equivalents	$	310.3		$	198.3
Cash and securities segregated for regulatory purposes and securities deposited with clearing organizations		149.7			33.7
Accounts receivable, net of allowance for doubtful accounts of $2.6 and $3.8, respectively		342.5			415.4
Securities clearing receivables, net of allowance for doubtful accounts of $2.0 and $2.0, respectively		802.4			1,369.9
Other current assets		125.2			61.9
Total current assets		1,730.1			2,079.2
Property, plant and equipment, net		68.9			82.6
Other non-current assets		145.7			157.4
Goodwill		470.6			484.3
Intangible assets, net		28.9			30.1
Total assets	$	2,444.2		$	2,833.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	73.8		$	89.9
Accrued expenses and other current liabilities		178.1			252.6
Securities clearing payables		882.1			1,157.4
Deferred revenues		83.0			25.5
Short-term borrowings		0.8			—
Total current liabilities		1,217.8			1,525.4
Long-term debt		324.0			447.9
Other non-current liabilities		56.5			53.6
Deferred revenues		53.6			60.9
Total liabilities		1,651.9			2,087.8
Commitments and contingencies
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none		—			—
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 141.6 shares and 140.5 shares, respectively; outstanding, 140.1 and 140.4 shares, respectively		1.4			1.4
Additional paid-in capital		494.8			469.5
Retained earnings		325.1			248.2
Treasury stock—at cost, 1.5 and 0.1 shares, respectively		(19.9	)		(2.0	)
Accumulated other comprehensive (loss) income		(9.1	)		28.7
Total stockholders’ equity		792.3			745.8
Total liabilities and stockholders’ equity	$	2,444.2		$	2,833.6

6

Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

	Net Revenues
	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009			2008
Investor Communication Solutions	$	334.7		$	342.9		$	944.0		$	945.2
Securities Processing Solutions		130.2			129.0			402.8			381.0
Clearing and Outsourcing Solutions		23.6			22.9			75.5			72.3
Other		0.9			0.2			1.3			7.8
Foreign currency exchange		(8.2	)		3.8			(10.8	)		8.8
Total	$	481.2		$	498.8		$	1,412.8		$	1,415.1
	Earnings before Income Taxes
	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009			2008
Investor Communication Solutions	$	33.3		$	32.4		$	76.4		$	89.4
Securities Processing Solutions		34.1			36.0			111.6			109.8
Clearing and Outsourcing Solutions		(2.5	)		(0.5	)		(7.3	)		(4.1	)
Other		(8.7	)		(20.9	)		(17.9	)		(43.9	)
Foreign currency exchange		(2.2	)		1.4			(2.0	)		3.6
Total	$	54.0		$	48.4		$	160.8		$	154.8

7

EX-99.2

May 11, 2009

Earnings Webcast & Conference Call

Third Quarter Fiscal Year 2009

Broadridge Financial Solutions, Inc.

Exhibit 99.2

1

Forward-Looking Statements

This

presentation

and

other

written

or

oral

statements

made

from

time

to

time

by

representatives

of  

Broadridge

may

contain

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Statements

that

are

not

historical

in

nature,

such

as

our

fiscal

year

2009

financial

guidance,

and

which

may

be

identified

by

the

use

of

words

like

“expects,”

“assumes,”

“projects,”

“anticipates,”

“estimates,”

“we

believe,”

“could

be”

and

other

words

of

similar

meaning,

are

forward-looking

statements.

These

statements

are

based

on

management’s

expectations

and

assumptions

and

are

subject

to

risks

and

uncertainties

that

may

cause

actual

results

to

differ

materially

from

those

expressed.

These

risks

and

uncertainties

include

those

risk

factors

discussed

in

Part

I,

“Item

1A.

Risk

Factors”

of

our

Annual

Report

on Form 10-K for the fiscal year ended June 30, 2008 (the “2008 Annual Report”), as they may be updated in

any

future

reports

filed

with

the

Securities

and

Exchange

Commission.

Any

forward-looking

statements

are

qualified

in

their

entirety

by

reference

to

the

factors

discussed

in

the

2008

Annual

Report.

These

risks

include:

the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining

new clients; the pricing of Broadridge’s products and services; changes in laws affecting the investor

communication services provided by Broadridge; changes in laws regulating registered securities clearing

firms and broker-dealers; declines in trading volume, market prices, or the liquidity of the securities markets;

any

material

breach

of

Broadridge

security

affecting

its

clients’

customer

information;

Broadridge’s

ability

to

continue to obtain data center services from its former parent company, Automatic Data Processing, Inc.

(“ADP”); any significant slowdown or failure of Broadridge’s systems; changes in technology; availability of

skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions; overall

market and economic conditions; and any adverse consequences from Broadridge’s spin-off from ADP. 

Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new

information, future events or otherwise.

This presentation may include certain Non-GAAP (generally accepted accounting principles) financial

measures in describing Broadridge’s performance. Management believes that such Non-GAAP measures,

when presented in conjunction with comparable GAAP measures provide investors a more complete

understanding of Broadridge’s underlying operational results.  These Non-GAAP measures are indicators that

management uses to provide additional meaningful comparisons between current results and prior reported

results, and as a basis for planning and forecasting for future periods. These measures should be considered

in addition to and not a substitute for the measures of financial performance prepared in accordance with

GAAP. The reconciliations of such measures to the comparable GAAP figures are included in this

presentation. 

2

Today’s Agenda

Opening Remarks

Rich Daly, CEO

Third Quarter FY 2009 Results and

Dan Sheldon, CFO

Cash Flow

Fiscal Year 2009 Guidance Summary

Rich Daly, CEO

Summary

Rich Daly, CEO

Q&A

Rich Daly, CEO

Dan Sheldon, CFO

Marvin Sims, VP Investor Relations

Closing Remarks

Rich Daly, CEO

3

Opening Remarks

Key Topics:

•

Financial results for the third quarter and fiscal year

2009 financial guidance

•

General update of current market dynamics and

impact on Broadridge

•

A review of closed sales performance and sales

pipeline

4

Opening Remarks –

Key Topics

Third Quarter FY09 Financial Results

•

GAAP and Non-GAAP Earnings Per Share (EPS) performance for the quarter were

better than our expectations as a result of the benefit of a state tax credit and lower

expenses

•

Fee

revenues

for

all

three

operating

segments

continued

to

grow,

offset

by

lower

distribution revenues and the unfavorable impact of foreign currency exchange

rates

•

Increasing fiscal year 2009 GAAP EPS guidance and reaffirming Non-GAAP EPS

guidance

GAAP

EPS

range

of

$1.52

-

$1.62

Non-GAAP

EPS

range

of

$1.45

-

$1.55

(excludes

one-time

gain

of

$0.04

per

share

from

purchase of senior notes and $0.03 per share from the retroactive benefit of the state tax

credit)

•

Fiscal year 2009 revenue guidance remains in a range of -3% to flat, due to foreign

currency exchange, lower event-driven mutual fund proxy activity and lower

distribution revenue resulting from higher Notice and Access adoption rates

•

Increase

in

free

cash

flow

to

a

range

of

$230M

-

$270M,

resulting

from

lower

needs

of cash for working capital and capital expenditures

5

Opening Remarks –

Key Topics

General Market Conditions

Headwinds:

•

Headwinds and uncertainty generally remain in the financial services market and, as anticipated,

headwinds have created revenue slow down

•

As expected, event-driven mutual fund proxy activity declined and trade revenue growth has

slowed from the first half of the fiscal year; in addition to a higher decline in margin lending

balances 

•

As previously disclosed, pricing pressures created contract renewal price concessions:

Concessions estimated at just under 5% of annualized Securities Processing segment revenues, which is

higher than the historical average annualized rate of 3%

Multi-year contracts in place for 11 of our top 15 Securities Processing Solutions clients, two more contracts

expected

to

be

finalized

by

fiscal

year

end,

and

one

client

with

one

year

term

remaining

•

Current market dynamics continue to create longer-term opportunities in all segments, but sales

cycle for Outsourcing sales has been longer due to market complexity (i.e. mergers and liquidity

concerns) 

•

Industry Consolidation Update:

Bank of America, as a result of the Merrill Lynch acquisition, will process its equity securities in-house,

estimated to negatively impact Broadridge revenues on an annual basis at just under $20M

Bank of America loss will turn our previously slight positive revenue gain from recent consolidations into a

negative revenue and earnings position

Despite Bank of America loss, our net client retention position in our two securities processing businesses is

at least as good as it was prior to the industry consolidation

6

Opening Remarks –

Key Topics

General Market Conditions (cont’d)

Tailwinds:

•

The Investor Communications business, which represents over 70% of Broadridge’s

annual revenue and earnings:

Continued to see year-to-date recurring fee revenues growth of 7% and

expecting growth to continue, despite difficult market conditions

The decline in event-driven mutual fund activity has leveled off and we are

seeing a slight benefit coming from M&A related event-driven activity

Lower distribution revenues are being offset by higher margin revenues

associated with electronic communications

•

Sales pipeline includes some promising large deals in all segments, as firms evaluate

opportunities

to

lower

processing

risk

and

to

obtain

sustainable

long-term

cost

savings

•

Introducing new products into the market:

The

Investor

Network

,

which

includes

Shareholder

Surveys

and

our

Virtual

Shareholder Meeting products, have been launched with Intel Corporation

TM

7

Opening Remarks –

Key Topics

General Market Conditions (cont’d)

Tailwinds (cont’d)

•

Sales Performance Overview

Quarterly closed sales of $30M were lower than expected as decision timelines for

opportunities slipped and were pushed out of the quarter

Year-to-date closed sales of $110M are up 5% over the prior year

Recurring year-to-date closed sales increased 61% over the prior year and are

approximately 75% of total closed sales, as recurring closed sales continued to

represent a greater percentage of total closed sales

Sales pipeline remains strong and contains some promising large opportunities in

Transaction Reporting and Outsourcing services

Outsourcing sales cycle has lengthened due to the complexity (i.e. mergers and

liquidity concerns) created by economic conditions

Combination of our year-to-date closed sales performance and robust pipeline,

positions us to deliver our full-year closed sales forecast of $160M -

$180M

8

Key Highlights:

Q3 -

Revenue

4% to $481M and YTD flat at $1,413M (Operating

Segments without Distribution Revenues

2% for Q3 and

4% YTD)

•

Sales contributed +4%  (YTD = +4%)

•

Losses reduced growth by -2% (YTD = -1%)

•

Internal Growth -1% (YTD = +1%)

•

Event-driven activity flat (YTD = -1%)

•

Distribution Revenues reduced growth by -3% (YTD = -1%)

•

Other/FX reduced growth by -2% (YTD = -2%)

Q3 -

Pre-tax Margin

150 bps to 11.2% and YTD

50 bps to 11.4%

•

Q3 –

Increase in margins due to lower interest on debt and one-time transition costs in prior fiscal year

•

YTD –

Increase due to one-time gains related to purchase of senior notes, lower interest on debt and one-time

transition

costs

in

prior

fiscal

year;

offset

by

previously

disclosed

grow-overs

related

to

timing

of

FY2008

build-out

of

public

company infrastructure and investment ramp-up

Q3 -

Diluted EPS

38% to $0.29 and YTD

12% to $0.75

•

Q3 –

Fully-diluted shares

0.1M to 141.2M

•

YTD –

Fully-diluted shares

0.7M to 141.6M

Standard & Poor’s upgraded credit rating to investment grade rating of

BBB-

with positive outlook from BB+ with positive outlook

Broadridge  Results –Q3 & YTD FY 2009

9

Segment Results –

Investor Communication Solutions

Q3 FY09 Key Highlights:

Fee Revenues

Q3

3% ( YTD

2%)

•

Recurring

Net

New

Business

(new

sales

less

losses)

$4M

or

4%

(YTD

$9M

or

3%)

led

by

Transaction

Reporting

and

to

a

lesser

extent

Post-sale

Fulfillment

•

Recurring

Internal

Growth

$1M

or

1%

(YTD

$10M

or

4%)

driven

by

an

increase

in

Notice

and

Access

adoption

rates

•

Mutual

Fund

Interims

position

growth

1%

(YTD

4%)

and

Equity

Proxy

position

growth

2%

(YTD

flat)

•

Event-driven

Fee

revenue

$1M

or

-2%

(YTD

$12M

or

-7%)

driven

by

lower

Mutual

Fund

Proxy

Notice

and

Access

Q3

Fee

$2M

or

1%

(YTD

$4M

or

1%),

Distribution

Revenue

$6M

or

3%

(YTD

$12M

or

2%),

and

contribution

to

EBIT

40

bps

(YTD

30

bps)

On track for 50% adoption rates

Distribution Revenues

•

Q3

&

YTD

Distribution

Revenue

7%

and

2%,

respectively,

primarily

due

to

less

event-driven

activity

and

increased

Notice

and

Access

adoption

rates

Margin

•

Q3

Margin

50

bps

primarily

due

to

higher

revenues

driven

by

increased

Notice

and

Access

adoption

rates

and

Net

New

Business

•

YTD

Margin

140

bps

primarily

due

to

unfavorable

revenue

mix

and

FY08

favorable

dispute

resolution

FY09 Key Drivers for Fee Revenues:

•

Recurring Fee revenue Net New Business contributes 2% to 3%

•

Recurring Fee revenue Internal Growth contributes 2% to 3%

•

Event-driven Fee revenue contributes -3%, primarily due to a decline in Mutual Fund Proxy

3Q09

3Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Revenues

$335

$944

$1,544

$1,551

Growth Rate

-2%

0%

-2%

-2%

Fee Revenues

$161

$453

$778

$789

Growth Rate

3%

2%

1%

3%

Recurring (RC)

5%

7%

7%

9%

Event-driven (ED)

-2%

-7%

-11%

-10%

Distribution Revenues

$174

$491

$766

$762

Growth Rate

-7%

-2%

-5%

-6%

Margin

9.9%

8.1%

16.5%

17.1%

Margin Basis Points (bps) Change

50 bps

140 bps

30 bps

90 bps

(included

in

recurring

internal

growth)

10

10

Segment Results –

Securities Processing Solutions

Q3 FY09 Key Highlights:

Revenues (Q3

1%

and YTD

6%)

•

Q3 -

Net New Business is flat (Sales of 5% offset by losses of 5%)

•

YTD -

Net New Business contributed 1% or $5M (Sales of 5% offset by losses of 4%)

•

Q3 -

Internal Growth is flat, as positive impact from higher non-transaction services revenues and higher Trades Per Day (TPD) offset by

impact

of

contract

renewal

concessions

(Internal

growth

Equity

TPD

2%

to

1,470K.

Fixed-Income

TPD

3%

to

255K)

•

YTD -

Internal Growth contributed 4% or $14M reflecting higher non-transaction services revenues (~ 65% of growth) and higher TPD

(Internal

growth

Equity

TPD

5%

to

1,556K,

driven

by

retail

trades.

Fixed-Income

TPD

17%

to

264K)

Margin

•

Q3

170 bps, YTD

110 bps -

Revenue growth more than offset by lower capitalization of conversion related costs

FY09 Key Drivers:

•

Net New Business contributes flat to 1%

•

Internal Growth contributes 1%

•

Acquisition contributes 1%

•

Margins

decline

140bps

to

80bps

as

revenue

growth

more

than

offset

by lower capitalization of conversion related costs

3Q09

3Q09 YTD

Actual

Actual

Low

High

Revenues

$130

$403

$527

$530

Growth Rate

1%

6%

2%

3%

Margin

26.2%

27.7%

25.3%

25.9%

Margin Basis Points (bps) Change

170 bps

110 bps

140 bps

80 bps

FY09 Range

($ in millions)

11

Segment Results –

Clearing and Outsourcing Solutions

Q3 FY09 Key Highlights:

Revenues (Q3

3% and YTD

4%)

•

Q3 -

Net New Business contributed 26% or $6M (Sales of 30% with 6%, or $1M from outsourcing, offset by losses of 4%)

•

YTD

-

Net

New

Business

contributed

20%

or

$15M

(Sales

of

24%

with

6%,

or

$4M

from

outsourcing,

offset

by

losses

of

4%)

•

Q3 -

Internal Growth

23% or $5M (lower net interest income of $4M due to lower Federal Funds rate -$2M and lower margin

balances) 

•

YTD -

Internal Growth

16% or $11M (lower net interest income of $12M due to lower Federal Funds rate -$7M and lower margin

balances)

Pre-tax Loss

•

Q3 -

Excluding the negative effect of net interest income, margin increased $2M on revenue increase of $5M (Federal Funds rate

impact of -$2M)

•

YTD -

Excluding the negative effect of net interest income, margin increased $8M on revenue increase of $14M (Federal Funds rate

impact of -$7M)

FY09 Key Drivers:

•

Net New Business contributes 20% to 21% (Neuberger Berman $14M)

•

Internal Growth contributes -17% or -$16M (primarily due to lower net interest income due to lower Federal Funds rate -$8M and lower

margin balances)

3Q09

3Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Revenues

$24

$76

$98

$100

Growth Rate

3%

4%

3%

4%

Net Interest Income

$2

$11

$12

$13

Other Clearing Revenue

$16

$46

$62

$63

Outsourcing Revenue

$6

$19

$24

$24

Pre-tax Loss

-$2

-$7

-$12

-$11

12

Segment Results –

Other & Foreign Exchange (FX)

Q3 & YTD FY09 Key Highlights:

Revenues

•

Q3 FX Revenues decreased to -$8M from +$4M (YTD FX Revenues decreased to -$11M from +$9M) year-over-

year due to strengthening of the U.S. dollar

Margin

•

Q3 Net Other Expense and investments in line with expectations

•

YTD

Net

Other

Expense

-

Interest

expense

includes

one-time

gain

of

$8M

from

purchase

of

$125M

principal

amount of senior notes

FY09 Key Drivers:

•

FX -

strengthening of U.S. dollar will have negative impact on revenues

•

Interest

Expense

-

no

further

reduction

in

long-term

debt

expected

•

Corporate Expenses and Investments are at a run rate of $9M per quarter

3Q09

3Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Other Fees Revenues

$1

$1

$1

$1

Other Fees Margin

$1

$1

$1

$1

FX Revenues

-$8

-$11

-$23

-$23

FX P&L Margin

-$2

-$2

-$5

-$5

Other

Interest Expense

-$3

-$3

-$6

-$6

Corporate Expenses & Investments

-$7

-$23

-$36

-$30

FX Transaction Activity

$0

$7

$7

$7

13

Fiscal Year 2009 Grow-Over Discussion

FY08 Grow-Overs

($ in millions)

Q1

Q2

Q3

Q4

FY09

Actual

Actual

Actual

Forecast

Forecast

Other-

Corporate/Investments

Termination Fees

(2)

(5)

1

(1)

(7)

Corporate Build

(4)

(4)

(1)

0

(9)

Investments

(3)

(3)

(3)

0

(9)

Special Stock Option Grants

0

(2)

3

3

4

Sub-total

(9)

(14)

0

2

(21)

Segments

SPS-

Non-Deferred S&P

(5)

(3)

(2)

0

(10)

($14)

($17)

($31)

$2

($2)

14

Broadridge Cash Flow  –

Q3 FY 2009 and FY 2009 Forecast

Broadridge

Financial Solutions, Inc.

Calculation

of

Free

Cash

Flow

-

Non-GAAP

Unaudited

(In millions)

FY09 Range

Low

High

Ridge Clearing

All Other

Financing

Processing

Broadridge

Calculation of Free Cash Flow

(Non-GAAP)

:

Activities

Activities

Total

Earnings

-

$                

106

$          

106

$            

206

$      

220

$      

Depreciation and amortization

-

42

42

55

60

Deferred taxes

-

(4)

(2)

Stock-based compensation expense

-

22

22

30

30

Gain from purchase of senior notes

-

(8)

(8)

a

Other

-

(5)

(5)

1

3

Subtotal

-

157

157

288

311

Working capital changes

-

(17)

(17)

(10)

(5)

Securities Clearing Activities

176

-

176

-

-

Long-term assets & liabilities changes

-

(5)

(5)

(8)

(6)

Net cash flow provided by (used in) operating activities

176

135

311

270

300

Cash Flows From Investing Activities

Capital expenditures

-

(13)

(13)

(35)

(25)

Intangibles

-

(2)

(2)

(5)

(5)

$       

$      

Free cash flow

176

$              

120

$          

296

$            

230

$      

270

$      

Cash Flows From Other Investing and Financing Activities     

Acquisitions

-

(15)

(15)

(15)

(15)

b

Long-term debt repayment

-

(114)

(114)

(114)

(114)

b

Dividends

-

(28)

(28)

(39)

(39)

Repurchases of Common Stock

-

(18)

(18)

(18)

(18)

b

Short-term (bank overdrafts)

(9)

-

(9)

-

-

Effect of exchange rate changes on cash and cash equivalents

-

(4)

(4)

(5)

(5)

Proceeds from the exercise of stock options

-

4

4

6

8

Net change in cash and cash equivalents

167

(55)

112

45

87

Cash and cash equivalents, at the beginning of year

41

157

198

157

157

Cash and cash equivalents, at the end of quarter

208

$              

102

$          

310

$            

202

$      

244

$      

(a) Excluded from Earnings and Free Cash Flow

March 2009

All Other Processing

Activities

Nine Months Ended

(b) Guidance does not include effect of any future acquisitions, additional debt or share repurchases

-

-

15

Broadridge -

FY 2009 Financial Guidance Summary

Revenue decline in a range of -3% to flat

Growth is anticipated to be at the mid-point to lower end of range

Operating segment revenue growth of -1% to flat (2% to 3% fee only)

Earnings

before

interest

and

taxes

margin

of

16.0%

-

16.9%

Diluted EPS in the range of:

GAAP EPS $1.52 -

$1.62

Non-GAAP EPS $1.45 -

$1.55 (excludes one-time gain of $0.04 per share from

purchase of senior notes and $0.03 per share from the state tax credit true-up

benefit for prior fiscal year)

Closed

Sales

forecast

for

the

year

of

$160M

-

$180M

Effective Tax Rate of approximately 38% (includes impact of current

portion of state tax benefit and excludes true-up benefit for prior fiscal

year)

Free

cash

flow

in

the

range

of

$230M

-

$270M

16

Summary

Third quarter earnings per share results were better than

expected

The Investor Communications business continued to be resilient

as recurring revenues continued to show growth

Our sales pipeline remains robust with promising large

opportunities for all segments

Our investments in the business have begun to introduce new

and exciting product opportunities into the market (e.g. The

Investor Network)

Broadridge is well-positioned as a result of our recurring revenue

base, great value propositions, new initiatives, strong free cash

flows, solid balance sheet and appropriate liquidity

17

Q&A

There are no slides during this portion of the

presentation

18

Closing Comments

There are no slides during this portion of the

presentation

19

Appendix

Appendix

20

Segments –

FY 2009 Financial Guidance Summary

Investor Communication:

Revenues -2%

Margins

16.5% -

17.1%

Sales $85M -

$95M

Securities Processing:

Revenues 2% -

3%

Margins 25.3% -

25.9%

Clearing and Outsourcing:

Revenues 3% -

4%

Operating losses at $12M -

$11M

Sales Plan $75M -

$85M for the combined Securities Processing and Clearing

and Outsourcing business segments

21

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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

provided you do not alter, edit, or delete any of the content and provided you

identify the source of the information as Broadridge Financial Solutions, Inc.,

which owns the copyright.

Broadridge and the Broadridge logo are registered trademarks of Broadridge

Financial Solutions, Inc.

The Investor Network is a trademark of Broadridge

Financial Solutions, Inc.