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): 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

EX-99.1

Exhibit 99.1

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

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EX-99.2

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)

which,

when

the

systems

are

fully

converted

onto

the

Broadridge

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

-$10

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

Working 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%

EX-99.3

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%

EX-99.4

Broadridge

ICS Definitions

Exhibit 99.4

Proxy 

Equities -- Refers to the proxy 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 services 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- Refers to the proxy services we provide in connection with stockholder meetings held outside of the normal annual 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)        – Refers 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 primarily 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    – Refers 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   – Refers primarily to the 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, enrollment 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 services 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

EX-99.5

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

Outsourced to

Broadridge

(Previously provided by Ridge)

Outsourced to

Broadridge

(Previously provided by Ridge)

Third Party

Clearing

Clients

•

In our 3-tier processing model Ridge Clearing has effectively been replaced by any third-party clearing firm  that uses our platform

•

Penson

as a clearing firm has outsourced the technology and operational infrastructure components to Broadridge

•

Penson

keeps the financing activities and related balance sheet activity

•

Broadridge

(via

Ridge

)

no

longer

provides

financing

activities

and

this

allows

Broadridge

to

reclaim

significant

capital

out

of

Ridge

Exhibit 99.5

Use of Materials Contained Herein

The information contained in this presentation is being provided for your

convenience and information only.  This information is accurate as of the date

of its initial presentation.  If you plan to use this information for any purpose,

verification of its continued accuracy is your responsibility.  Broadridge

assumes no duty to update or revise the information contained in

this

presentation.  You may reproduce information contained in this presentation

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

identify the source of the information as Broadridge

Financial Solutions, Inc.,

which owns the copyright.

Broadridge

and the Broadridge

logo are registered trademarks of Broadridge

Financial Solutions, Inc.