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%