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): August 12, 2010

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

001-33220	33-1151291
(Commission file number)	(I.R.S. Employer Identification No.)

1981 Marcus Avenue

Lake Success, New York 11042

(Address of principal executive offices)

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

N/A

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On August 12, 2010, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended June 30, 2010. On August 12, 2010, the Company also posted an Earnings Webcast & Conference Call Presentation dated August 12, 2010 on the Company’s Investor Relations homepage at www.broadridge-ir.com. The press release and presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

On August 12, 2010, the Company posted key statistics of its Investor Communication Solutions and Securities Processing Solutions businesses for the fourth quarter and fiscal year ended June 30, 2010, included as Exhibit 99.3 hereto, on the Company’s Investor Relations homepage at www.broadridge-ir.com.

Item 7.01. Regulation FD Disclosure.

On August 12, 2010, the Company issued a press release announcing that its Board of Directors authorized the repurchase of up to 10 million shares of the Company’s common stock. The share repurchases will be made in open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.

On August 12, 2010, the Company posted the services definitions referenced in the Investor Communication Solutions statistics, included as Exhibit 99.4 hereto, on the Company’s Investor Relations homepage at www.broadridge-ir.com.

Copies of the press release, presentation, key statistics, and services definitions are being furnished as Exhibits 99.1, 99.2, 99.3, and 99.4 respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1, 99.2, 99.3, and 99.4 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 filed herewith:

Exhibit No.	Description
99.1	Press release dated August 12, 2010.
99.2	Earnings Webcast & Conference Call Presentation dated August 12, 2010.
99.3	Key Statistics for the fourth quarter and fiscal year ended June 30, 2010.
99.4	Investor Communication Solutions Segment-Services Definitions.

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: August 12, 2010

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 FOURTH QUARTER AND FISCAL YEAR 2010 RESULTS

Board Authorizes an Additional 10 Million Share Repurchase

Provides Fiscal Year 2011 Guidance

Lake Success, New York – August 12, 2010 – Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the fourth quarter and fiscal year 2010 with earnings per share from continuing operations at the mid-point of its previously-announced guidance range. In addition, the Board of Directors has authorized the repurchase of up to an additional 10 million shares of Broadridge’s outstanding common stock.

For the fiscal year ended June 30, 2010, the Company reported revenues of $2,209.2 million, net earnings from continuing operations of $225.1 million, GAAP diluted earnings per share from continuing operations of $1.62, and Non-GAAP diluted earnings per share from continuing operations of $1.56. This compares with revenues of $2,073.0 million, net earnings from continuing operations of $223.1 million, GAAP diluted earnings per share from continuing operations of $1.58, and Non-GAAP diluted earnings per share from continuing operations of $1.51 for the previous fiscal year.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “I am satisfied with our overall results for fiscal year 2010 and, in particular, our ability to achieve these results during these challenging market conditions. I am also very pleased with our record closed sales which increased 26% over last year’s results.”

Mr. Daly added, “Our significant increase in closed sales continues to demonstrate Broadridge’s expanding indispensable role in our markets. Strong closed sales, a 98% client revenue retention rate and record event-driven mutual fund revenues would normally have resulted in very strong financial performance; however, the weaker market activity of this recession offset some of the benefits of our strong performance. Until individual investor participation in the securities markets returns to a consistently positive level, the value of our strong execution will be muted.”

Mr. Daly further added, “Beyond our closed sales results, I am very pleased with the execution of our strategies throughout the year. In the fourth quarter, we closed the Penson transaction and expanded our global reach with the acquisition of City Networks, Ltd; in the third quarter, we signed a data center services agreement and a business alliance agreement with IBM and entered the stock transfer agency business with the acquisition of StockTrans, Inc.; and in the second quarter, we signed an agreement to provide customer communication services to Morgan Stanley Smith Barney (“MSSB”). We anticipate that each of these opportunities will contribute to our future ability to grow revenues and earnings.”

Financial Results for Fourth Quarter Fiscal Year 2010

For the fourth quarter of fiscal year 2010, revenues from continuing operations increased 5% to $750.5 million, compared to $716.3 million for the comparable period last year. The results were primarily driven by the continued growth in event-driven mutual fund proxy revenues and increased transaction reporting revenues from the MSSB transaction. Pre-tax margin from continuing operations of 24.3% decreased compared to 25.6% in the same period last year as the contribution from higher fee revenues was offset by revenue mix and strategic initiatives including the MSSB transaction and acquisitions.

Net earnings from continuing operations were $116.2 million compared to $115.8 million for the same period last year. Diluted earnings per share from continuing operations increased to $0.84 per share on lower weighted-average shares outstanding, compared to $0.82 per share in the fourth quarter of fiscal year 2009. During the fourth quarter of fiscal year 2010, the Company repurchased approximately 7.1 million shares of Broadridge common stock under its stock repurchase plans at an average price of approximately $19.48 per share.

Beginning in the second quarter of the 2010 fiscal year, the financial results of the securities clearing business were accounted for as a discontinued operation and the results of the operations outsourcing solutions business retained by Broadridge have been included in the Securities Processing Solutions segment.

Financial Results for Fiscal Year 2010

Closed sales were $175.0 million for the fiscal year ended June 30, 2010, a 26% increase compared to last year’s results. The client revenue retention rate was 98% for fiscal year 2010.

For the fiscal year ended June 30, 2010, revenues from continuing operations grew by 7% to $2,209.2 million, compared to $2,073.0 million in the previous fiscal year. The results were primarily driven by the growth in event-driven mutual fund proxies, new sales and acquisitions, which were partially offset by the prior year’s client losses and price concessions as well as lower trade volumes in the Securities Processing Solutions segment. Pre-tax margin from continuing operations of 15.5% declined compared to 16.7% in the previous fiscal year primarily due to revenue mix and strategic initiatives. The margin decline also reflects the one-time gain of $8.4 million from the purchase of $125.0 million of our senior notes in fiscal year 2009.

Net earnings from continuing operations increased 1% to $225.1 million from $223.1 million, primarily due to a lower effective tax rate driven by the one-time recognition of a deferred tax asset in the second quarter of this fiscal year, partially offset by a tax credit in the third quarter of the previous fiscal year. Diluted earnings per share from continuing operations increased to $1.62 per share from higher net earnings and lower weighted-average shares outstanding, compared to $1.58 per share in fiscal year 2009. During fiscal year 2010, the Company repurchased approximately 13.7 million shares of Broadridge common stock under its stock repurchase plans at an average price of approximately $20.43 per share. On June 30, 2010, there were approximately 6.3 million shares available for repurchase under the stock repurchase plan authorized by the Company’s Board on June 7, 2010.

Analysis of Fourth Quarter Fiscal Year 2010

Investor Communication Solutions

Revenues for the Investor Communication Solutions segment in the fourth quarter of fiscal year 2010 increased 4% to $609.9 million compared to the fourth quarter of fiscal year 2009. The increase was driven primarily by event-driven mutual fund proxies, the MSSB transaction and acquisitions. Operating margin decreased by 1.4 percentage points compared to the fourth quarter of fiscal year 2009 as the contribution from higher fee revenues was offset by strategic initiatives including the MSSB transaction and increased investment spend on acquisitions.

Securities Processing Solutions

Revenues for the Securities Processing Solutions segment in the fourth quarter of fiscal year 2010 increased 1% to $138.4 million compared to the fourth quarter of fiscal year 2009. The increase was primarily related to new business, offset by the carryover impact of fiscal year 2009 client losses and price concessions. Operating margin decreased 2.2 percentage points compared to the fourth quarter of fiscal year 2009, as a result of revenue mix.

Other

Revenues from Other in the fourth quarter of fiscal year 2010 were unchanged from the fourth quarter of fiscal year 2009. Pre-tax loss from continuing operations for Other increased by $0.7 million compared to the fourth quarter of fiscal year 2009.

Dividend Increase and Share Repurchase Plan

As previously announced, on August 3, 2010, the Company’s Board of Directors declared a quarterly dividend of $0.15 per share payable on October 1, 2010 to stockholders of record on September 15, 2010. The annual dividend amount was increased approximately 7% from $0.56 per share to $0.60 per share, subject to the discretion of the Board of Directors. In addition, on August 11, 2010, the Company’s Board of Directors

2

authorized the repurchase of up to an additional 10 million shares of Broadridge’s common stock. The share repurchases will be made in the open market or privately negotiated transactions in compliance with applicable legal requirements and other factors.

Fiscal Year 2011 Financial Guidance

We anticipate revenue growth in the range of 1% to 4%, earnings before interest and taxes margin in the range of 14.8% to 15.2%, and diluted earnings per share from continuing operations in the range of $1.55 to $1.65, based on diluted weighted-average shares outstanding in the range of approximately 128 million to 130 million shares. We expect earnings to be lower in the first six months of fiscal year 2011, as a result of a previously-announced client loss, the implementation of the Penson outsourcing services agreement and the non-recurrence of two significant mutual fund proxy jobs. Free cash flow is expected to be in the range of approximately $170 million to $220 million which includes approximately $45 million in investment implementation costs in connection with the Penson outsourcing implementation and the IBM data center services agreement. Free cash flow is defined as cash flow from operating activities, less capital expenditures and intangibles. Closed sales are expected to be in the range of $160 million to $215 million.

Our guidance does take into consideration share repurchases by the Company of approximately 2.5 million shares made between July 1, 2010 and July 27, 2010. Our guidance does not take into consideration the effect of any future acquisitions, additional debt or share repurchases in excess of the repurchases needed to be within our 128 million to 130 million weighted-average outstanding shares guidance.

Mr. Daly commented, “I am very pleased with our ability to close sales and execute our strategies during these difficult market conditions and I anticipate that we will grow even faster once retail investors return to the markets. Irrespective of market conditions, we will continue to execute our strategies, drive new revenues and manage our cash with the intent of creating long-term shareholder value.”

Closing of Penson Transaction

On June 25, 2010, the Company completed the sale of the contracts of substantially all of the securities clearing clients of our subsidiary, Ridge Clearing & Outsourcing Solutions, Inc., to Penson Financial Services, Inc. (“PFSI”), a subsidiary of Penson Worldwide, Inc., for an aggregate purchase price of $35.2 million.

In addition, the Company announced the execution of an 11-year global outsourcing services contract to provide securities processing and back-office support services to PFSI. The Company expects the global outsourcing services contract to generate $50 to $55 million in annual revenue when PFSI’s clients are fully converted onto the Company’s securities processing platform.

The Company has now commenced the wind down of its securities clearing business. As a result, Broadridge gained access to net cash of approximately $240 million previously committed by the Company to its securities clearing business as regulatory capital.

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. 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 today, Thursday, August 12, 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 homepage at www.broadridge-ir.com. Broadridge’s news releases, current financial information, SEC filings and Investor Relations presentations are accessible on the same website.

3

About Broadridge

Broadridge is a technology services company focused on global capital markets. Broadridge is the market leader enabling secure and accurate processing of information for communications and securities transactions among issuers, investors and financial intermediaries. Broadridge builds the infrastructure that underpins proxy services for over 90% of public companies and mutual funds in North America; processes more than $3 trillion in fixed income and equity trades per day; and saves companies billions annually through its technology solutions. 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 2011 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, 2010 (the “2010 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 2010 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 and regulations affecting the investor communication services provided by Broadridge; declines in participation and activity in the securities markets; overall market and economic conditions and their impact on the securities markets; any material breach of Broadridge security affecting its clients’ customer information; the failure of Broadridge’s outsourced data center services provider to provide the anticipated levels of service; any significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; Broadridge’s failure to keep pace with changes in technology and demands of its clients; Broadridge’s ability to attract and retain key personnel; the impact of new acquisitions and divestitures; and competitive conditions. Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Investors:

Rick Rodick

Broadridge Financial Solutions, Inc.

Vice President, Investor Relations

(516) 472-5474

4

Broadridge Financial Solutions, Inc.

Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

	Three Months  Ended June 30,					Fiscal Year Ended June 30,
	2010			2009		2010			2009
Revenues	$	750.5		$	716.3	$	2,209.2		$	2,073.0
Cost of revenues		497.3			476.4		1,616.4			1,510.1
Selling, general and administrative expenses		69.8			48.5		241.6			212.9
Other expenses, net		0.7			7.7		9.1			4.0
Total expenses		567.8			532.6		1,867.1			1,727.0
Earnings from continuing operations before income taxes		182.7			183.7		342.1			346.0
Provision for income taxes		66.5			67.9		117.0			122.9
Net earnings from continuing operations		116.2			115.8		225.1			223.1
Earnings (loss) from discontinued operations, net of tax benefit (expense)		(11.1	)		1.1		(35.1	)		0.2
Net earnings	$	105.1		$	116.9	$	190.0		$	223.3
Basic earnings per share:
Basic earnings per share from continuing operations	$	0.86		$	0.83	$	1.66		$	1.60
Basic earnings (loss) per share from discontinued operations		(0.08	)		0.01		(0.26	)		—
Basic earnings per share	$	0.78		$	0.84	$	1.40		$	1.60
Diluted earnings per share:
Diluted earnings per share from continuing operations	$	0.84		$	0.82	$	1.62		$	1.58
Diluted earnings (loss) per share from discontinued operations		(0.08	)		0.01		(0.25	)		—
Diluted earnings per share	$	0.76		$	0.83	$	1.37		$	1.58
Weighted-average shares outstanding:
Basic		134.8			139.9		135.9			140.0
Diluted		137.6			141.5		139.1			141.6
Dividends declared per common share	$	0.14		$	0.07	$	0.56		$	0.28

5

Broadridge Financial Solutions, Inc.

Consolidated Balance Sheets

(In millions, except per share amounts)

(Audited)

	June 30, 2010			June 30, 2009
Assets
Current assets:
Cash and cash equivalents	$	412.6		$	173.4
Accounts receivable, net of allowance for doubtful accounts of $2.0 and $2.3, respectively		354.3			381.0
Other current assets		101.7			83.2
Assets of discontinued operations		123.8			1,414.2
Total current assets		992.4			2,051.8
Property, plant and equipment, net		87.4			75.4
Other non-current assets		159.0			136.3
Goodwill		509.5			481.8
Intangible assets, net		46.1			29.4
Total assets	$	1,794.4		$	2,774.7
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	91.3		$	72.0
Accrued expenses and other current liabilities		261.2			216.7
Deferred revenues		34.8			34.6
Liabilities of discontinued operations		99.1			1,106.6
Total current liabilities		486.4			1,429.9
Long-term debt		324.1			324.1
Deferred taxes		56.2			23.2
Other non-current liabilities		72.8			37.6
Deferred revenues		47.8			50.9
Total liabilities		987.3			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, 145.9 shares and 141.8 shares at June 30, 2010 and 2009, respectively; outstanding, 129.2 and 139.3 shares at June 30, 2010 and 2009, respectively		1.5			1.4
Additional paid-in capital		587.8			505.9
Retained earnings		546.9			432.3
Treasury stock—at cost, 16.7 and 2.5 shares, respectively		(327.7	)		(37.5	)
Accumulated other comprehensive income (loss)		(1.4	)		6.9
Total stockholders’ equity		807.1			909.0
Total liabilities and stockholders’ equity	$	1,794.4		$	2,774.7

6

Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

	Revenues
	Three Months Ended June 30,						Fiscal Year Ended June 30,
	2010			2009			2010			2009
Investor Communication Solutions	$	609.9		$	587.0		$	1,669.6		$	1,531.0
Securities Processing Solutions		138.4			136.7			535.9			558.9
Other		0.1			0.2			2.4			1.5
Foreign currency exchange		2.1			(7.6	)		1.3			(18.4	)
Total	$	750.5		$	716.3		$	2,209.2		$	2,073.0
	Earnings (Loss) from Continuing Operations before  Income Taxes
	Three Months Ended June 30,						Fiscal Year Ended June 30,
	2010			2009			2010			2009
Investor Communication Solutions	$	170.5		$	172.5		$	272.8		$	248.9
Securities Processing Solutions		25.8			28.4			99.3			133.8
Other		(15.7	)		(15.0	)		(34.1	)		(32.5	)
Foreign currency exchange		2.1			(2.2	)		4.1			(4.2	)
Total	$	182.7		$	183.7		$	342.1		$	346.0

7

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Diluted Earnings Per Share from Continuing Operations

Unaudited

Earnings Per Share From Continuing Operations Non-GAAP to GAAP Reconciliation	FY10 Actual		FY09 Actual
Diluted EPS From Continuing Operations (Non-GAAP)	$	1.56	$	1.51
One-time recognition of a deferred tax asset		0.06		—
One-times: Bond gain and state tax credit		—		0.07
Diluted EPS From Continuing Operations (GAAP)	$	1.62	$	1.58

8

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow Guidance

(In millions)

(Unaudited)

	FY11 Range
	Low			High
Earnings (GAAP)	$	201		$	212
Depreciation and amortization		65			75
Stock-based compensation expense		30			30
Other		(5	)		5
Subtotal		291			322
Working capital changes		(30	)		(25	)
Long-term assets & liabilities changes		(30	)		(20	)
Net cash flow provided by operating activities		231			277
Cash Flows From Investing Activities
IBM/ITO data center investment		(20	)		(15	)
Capital expenditures & intangibles		(45	)		(40	)
Free cash flow (Non-GAAP)	$	166		$	222

9

EX-99.2

©

2010 Broadridge

Financial Solutions, Inc.

Broadridge

and

the

Broadridge

logo

are

registered

trademarks

of

Broadridge

Financial

Solutions,

Inc.

August 12, 2010

Earnings Webcast & Conference Call

Fourth Quarter and

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 2011 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, 2010 (the “2010 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 2010 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 and regulations affecting the

investor communication services provided by Broadridge; declines in participation and activity in the securities

markets; overall market and economic conditions and their impact on the securities markets; any material

breach of Broadridge security affecting its clients’ customer information; the failure of Broadridge’s outsourced

data center services provider to provide the anticipated levels of service; any significant slowdown or failure of

Broadridge’s systems or error in the performance of Broadridge’s services; Broadridge’s failure to keep pace

with changes in technology and demands of its clients; Broadridge’s ability to attract and retain key personnel;

the impact of new acquisitions and divestitures; and competitive conditions. 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

Fourth Quarter and Fiscal Year 2010

Dan Sheldon, CFO

Results and Fiscal Year 2011 Guidance

Summary and Closing Comments

Rich Daly, CEO

Q&A

Rich Daly, CEO

Dan Sheldon, CFO

Rick Rodick, VP Investor Relations

Closing Remarks

Rich Daly, CEO

3

Opening Remarks

Key Topics:

Financial performance

Key Accomplishments

Closed sales performance

Regulatory update

4

Financial Performance

Financial

performance

for

the

quarter

and

full

year

in

line

with

expectations

Record full-year closed sales were 26% higher than last year and client

revenue retention rate was 98%

Revenues for the year increased 7%

Increase primarily due to unplanned event-driven mutual fund (MF) proxy

revenues, new sales and revenue gains from acquisitions

Market-driven recurring revenue growth was challenging

•

Trade, equity stock record and statements volumes were all down

Full year Non-GAAP $1.56 and GAAP $1.62 diluted earnings per share from

continuing operations were at the mid-point of our guidance

Improvement compared to fiscal year 2009 primarily due to lower outstanding

shares

Repurchased

13.7M

shares

under

its

stock

repurchase

plans

during

fiscal

2010

Repurchased 7.1M shares in the fourth quarter

Repurchased an additional 2.5M shares since fiscal year end

The Board authorized the repurchase of an additional 10M shares on August 11,

2010

Increased the annual dividend 7% to $0.60 per share, subject to the discretion

of the Board of Directors

5

Key Accomplishments

Exited

the

clearing

business

by

selling

the

business

to

Penson

and

signing an 11-year operations outsourcing agreement with Penson

Freed-up

$240M in capital

Record closed sales of $175M

Does not include the annual $55M 11-year agreement with Penson

Signed a 7-year agreement to provide customer communication

services to Morgan Stanley Smith Barney (MSSB)

Signed information technology services and business alliance

agreements with IBM

Successfully entered the registered stock transfer agency business with

the acquisition of StockTrans, Inc.

Expanded our global product and geographic reach with the acquisition

of City Networks, Ltd

Recognized as being the #1 “Best Large Company to Work For in New

York State”

Ranked

#1

globally

for

brokerage

processing

services

by

Orbys

Black

Book of Outsourcing for the third consecutive year

6

Closed Sales Performance

Sales Performance Overview:

Closed sales of $175M grew 26% for the year,

while recurring fee sales increased 25% and

event-driven revenue sales increased 29%

•

Closed sales in Investor Communication

Solutions increased 37% to $135M due to

strong recurring fee sales activity.  Recurring fee

sales grew 43% to $79M, primarily due to the

MSSB transaction

•

Recurring fee sales in Securities Processing

Solutions were flat at $40M, with outsourcing

closed sales of $14M

The sales pipeline is strong and continues to

have good momentum

•

The sales process for the large deals can take

12-24 months

Fiscal Year 2011 closed sales plan of $160M

to $215M.  Achievement of the higher end of

the range will be dependent on the number of

large deals signed

Forecast

Range

High: $215

Closed Sales

(Fee Only, $ in millions)

Recurring (RC)      Event-Driven (ED)

CAGR* = 9%

RC = 7%

ED = 14%

$175

$145

$125

$112

$139

* CAGR from FY06-10

$92

$63

$82

$95

$119

$33

$49

$63

$43

$56

FY06

FY07

FY08

FY09

FY10

FY11

Low: $160

7

Regulatory Update

The Securities and Exchange Commission (SEC) issued its Concept Release on

the U.S. Proxy System on July 14, 2010

We welcome opportunities to create even greater levels of technology-driven efficiency

and participation in shareholder communications and proxy voting

We are in the process of reviewing the details of the Concept Release and are working

with interested parties in preparing formal comments

It is too early in the process for the Company to make a determination as to

whether there will be any modifications made to the current proxy system, and if

so, what impact, if any, this will have on Broadridge

Broadridge

is committed to implementing the enhancements to the proxy system

discussed in the Concept Release, including:

End-to-end confirmation

Client-directed voting

Investor-to-investor communications

We believe we are uniquely positioned to enable the SEC to effectively

implement

any

modifications

made

to

the

proxy

system

and

believe

there

are

opportunities to use technology to improve the efficiency and effectiveness of

investor communications

8

Broadridge Results and Forecast (Continuing Operations)

Exited Q4 FY10 with market-driven activity (equity trade volumes and stock record positions) flat but improved from earlier

quarters

FY11:  1

st

half expected to be down for revenues, margins and EPS from last year due to implementation of strategic

investments

and

MF proxy grow-overs

(see

below and details in Appendix page 25)

as well as a slow ramp up in trade volume  

and stock record positions

FY11:  2

nd

half expected to have revenue, margin and EPS growth due to increased contributions from closed sales and

market-driven activity as well as less impact from client losses

FY11:  Revenue growth of 1-4%, EBIT down to flat, while EPS (Non-GAAP) flat to up 6% due to repurchasing of shares

Forecast FY11

Forecast FY11

($ in millions, except for EPS)

1st Half

2nd Half

Revenue

EBIT

Revenue

EBIT

Total Strategic

$42

($9)

$33

($5)

(Penson, MSSB, IBM & City Networks)

MF Proxy

($105)

($42)

$0

$0

Grow-overs

($63)

($51)

$33

($5)

Impact on EPS

($0.24)

($0.02)

Revenue/Growth

EBIT/Growth

(Non-GAAP)

Margin/Growth

(Non-GAAP)

EPS

(Non-GAAP)

EPS

(GAAP)

4Q10:

$751M / +5%

$185M / (1)%

24.6% / (140) bps

$0.84

$0.84

FY10:

$2,209M / +7%

$352M / 0%

15.9% / (110) bps

$1.56

$1.62

FY11:

$2,237 to 2,304M/ +1 to +4%

$330 to 350M / (6) to 0%

14.8 to 15.2% / (110) to (70) bps

$1.55-1.65

$1.55-1.65

Total Strategic Impact

FY11 IBM ($5)-(10)M

FY12 IBM ($15)-(20)M offset by Penson & MSSB

FY13 IBM +$40-45M = $25M recurring annual

savings + FY12 one-time expenses

9

Revenue Drivers-

Historical and Forecast FY11 (Continuing Operations) 

Revenue growth FY09 (3%), FY10 7% and FY11 forecast of 1-4%

Event-driven mutual fund proxies contributed 4 points to revenue growth in FY10, but reversing in FY11 due to 2 large

jobs not recurring

Without

2

large

MF proxy jobs

would

have

been

FY10

of

3% and FY11 range of 5-8%

Sales to drive 3-4 points of growth and larger deals, which have longer conversion times, to benefit years beyond

FY11 (see appendix page 23 for more details on sales-to-revenue conversion timing)

Expect client revenue retention rate around 99% in FY11 and to date not aware of any new large client losses

Internal growth and event-driven without mutual fund proxies at low end of range is expected to be flat with some

recovery at high end of range

Margin growth highly dependent upon both internal growth and event-driven heading in same direction

Historical (FY05-FY10)

Actual

Forecast

CAGR

FY10

FY11

6%

Total Revenue Growth

7%

1-4%

4%

Sales

(Recurring)

4%

3-4%

(2)%

Client Losses

(2)%

(1)%

2%

Net New Business

2%

2-3%

3%

Internal Growth

(a)

(2)%

0-1%

1%

Event-Driven

(b)

4%

(4)-(3)%

0%

Distribution

1%

0%

0%

Acq/FX/Other

2%

3%

(a) Internal Growth includes SPS Equity & Fixed Income Trades, ICS Equity & Mutual Fund Stock Record

Growth, Transaction Reporting and Time & Materials

(b) Event-Driven includes ICS Proxy Contest/Specials, Mutual Fund Proxy and Marketing Communications Fulfillment

10

Segment Results & Forecast –

Investor Communication Solutions

FY10:

Revenue

at

the

low

end

of

our

guidance

range

due

to

lower

overall

proxy

related

activity.

Margins

slightly

below

low

end

of range

due

to

product and distribution mix

FY11:

Recurring Fees

Sales

-

3 points

of

growth

from

existing

proxy

and

transaction

reporting

and

new

products

from

the

Access

Data

and

StockTrans

acquisitions

Losses

-

client

retention

rate

remains

high

at

approximately

99%

with

no

significant client

losses

anticipated

Internal

Growth

-

flat

in

FY10

and

expected

to

partially

recover

with

contribution

to

total

revenue

ranging

from

0

to

1

point

Event-Driven Fees

Unprecedented

MF

proxy

activity

is

not

expected

to

repeat

and

will

adversely

impact

total

revenue

(4)

to

(3)

points

Higher

M&A

activity

and

improved

economic

conditions

should

lead

to

some

increase

in

other

event-driven

activities,

such

as

proxy contests and specials

Distribution

-

flat to slightly down due to product mix and additional Notice & Access adoption rates

Margin -

fee and total revenues are basically flat but expect 20 to 60 bps of margin expansion.  First half unfavorable due to lower MF

proxy activity

Revenue/Growth

EBIT/Growth (Non-GAAP)

Margin/Growth (Non-GAAP)

FY10:

$1,670M / +9%

$273M / + 10%

16.3% / 0 bps

FY11:

$1,641 to 1,682M/ (2) to +1%

$271 to 284M / (1) to +4%

16.5 to 16.9% / +20 to +60 bps

11

Segment

Results

&

Forecast

–

Securities

Processing

Solutions

(Continuing

Operations)

Revenue/Growth

EBIT/Growth (Non-GAAP)

Margin/Growth (Non-GAAP)

FY10:

$536M/ (4)%

$99M / (26)%

18.5% / (540) bps

FY11:

$589 to 615M / +10 to +15%

$80 to 96M / (19) to (3)%

13.5 to 15.6% / (500) to (290) bps

The

numbers

on

this

slide

represent

the

segment

results

for

FY10

and

forecast

for

FY11. 

Details of Trade, Non-trade and Operations Outsourcing are in the Key Stats Revenue page

in the Appendix (page 27)

12

12

Business Results & Forecast –

(Previous SPS Segment View)

FY10:

Q4 both revenue and margin were just over the high end of forecast range driven by one-time T&M. Trade volumes for both

equities and fixed income were flat, but improved over prior quarters

FY11:

Sales -

expected to drive 4-5% revenue growth of which 70% closed in FY10 with margins of +50%

Losses -

expected to decrease revenue by 4%, of which just over half is Bank of America Merrill Lynch (BAML) 

Internal Growth

Trade

volumes

–

low

end

of

range

flat

at

1.6M

trades/day.

High

end

+4%

by

year

end   

Price concessions at 2% down from 4% at peak of recession

Acquisition -

City Networks expected to contribute 4% to revenue growth or approximately $21M in new revenue

Margins

-

need

return

of

internal

growth

to

drive

margins

up

given

mix

of

sales

+50%

and

losses

+80%

Revenue/Growth

EBIT/Growth

(Non-GAAP)

Margin/Growth

(Non-GAAP)

FY10:

$511M / (4)%

$110M / (23)%

21.5% / (520) bps

FY11:

$525 to 545M / +3 to +7%

$95 to 110M / (14)% to flat

18.2 to 20.1% / (330) to (140) bps

13

Business Results & Forecast –

Outsourcing & Penson

(Continuing Operations)

Penson

closed in Q4, as expected

Penson

Phase 1 progressing as expected

Penson

Phase 2 and new sales accelerated 

generating >50% margins

On track to exit FY11 with run-rate of approximately $90M annualized revenue and EBIT at break-even

Revenue/Growth

Expenses

EBIT

(Non-GAAP )

FY10:

$25M / 0%

$36M

$(11)M

Penson

Phase 1

+$23M

$39M

$(16)M

Penson

Phase 2 & New Sales

+$17 to +22M

$6 to 9M

$11 to 13M

FY11:

$65 to 70M / +160 to +180%

$81 to 84M

$(16) to (14)M

14

Segment

Results

&

Forecast

–

Other

&

Foreign

Exchange

(FX)

FY11: 

Other Fees:

Primarily related to termination fees

Interest:

Essentially flat from prior year with outstanding debt remaining the same

FX:

Expect same EBT level as FY10.  Generally, if U.S. dollar strengthens or weakens 5%, the impact

will be approximately +/-$15M Revenues with +/-$5M EBT, primarily affected by Canadian dollar

Revenue

EBT

FY10: Other - Fees

$2M

$2M

- Interest Expense

$(10)M

- Corp. Expenses & Investments

$(28)M

FX - P&L

$1M

$4M

- Transaction Activity

$1M

FY11: Other - Fees

$0M

$0M

- Interest Expense

$(11)M

- Corp. Expenses & Investments

$(27) to (34)M

FX - P&L

$7M

$5M

- Transaction Activity

$0M

15

Broadridge -

FY11 Continuing Operations Financial Guidance Summary

Revenue growth in the range of 1-4%

Closed sales forecast for the year at $160-215M

Non-GAAP Earnings before interest and taxes margin of 14.8-15.2%

Diluted Earnings Per Share:

GAAP EPS (continuing operations) in the range of $1.55-1.65

GAAP EPS (including discontinued operations) in the range of $1.53-1.63

Diluted weighted-average outstanding shares in the range of 128-130M

Expected ending cash position of around $450M

Free cash flow in the range of approximately $170-220M

•

Includes increase of investment implementation cost of ~$45M (Penson/IBM)

•

Reversal

of

FY10

$30M

additional

contribution

to

working

capital

in

FY11

Guidance does not include effect of any future acquisitions, additional debt or share

repurchases in excess of repurchases needed to be within our 128-130M weighted-

average outstanding shares guidance

Guidance assumes around $75M in Mutual Fund proxy revenue but could be

significantly higher or lower based on our results of past two years

16

Summary

Revenue and earnings per share from continuing operations in line with expectations

Achieved revenue growth from unplanned event-driven mutual fund proxy activities

Market-driven revenue growth has struggled due to low volumes

Had the best strategic and sales execution since our spin-off from ADP

Signed

numerous

significant

strategic

deals

during

the

year

Some will have a negative impact on fiscal year 2011 earnings; however, we expect strong

upside in fiscal year 2012 and beyond

Strong

client

revenue

retention

rate of 98%

Well positioned to enable the SEC to accelerate the technological evolution of investor

communications

Continued commitment to use our strong cash flow to create shareholder value through:

Strategic acquisitions that create profitable revenue growth,

Opportunistic share repurchases, and

Maintaining a meaningful dividend yield

When

the

market

stabilizes,

as

it

always

has,

we

believe

Broadridge

is

well

positioned

to

sustainably raise its growth rate

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

Broadridge

4Q and FY 2010 from Continuing Operations

Revenue

($ in millions, except EPS)

Earnings

Revenue

($ in millions, except EPS)

Earnings

FY09

FY10

FY09

FY10

FY09

FY10

FY09

FY10

Q4

Q4

Q4

Q4

Full Year

Full Year

Full Year

Full Year

$587

$610

ICS

$173

$171

$1,531

$1,670

ICS

$249

$273

-7%

4%

Growth %  /  Margin % 

29.4%

28.0%

-3%

9%

Growth %  /  Margin % 

16.3%

16.3%

$137

$138

SPS

$28

$26

$559

$536

SPS

$134

$99

-

1%

Growth %  /  Margin % 

20.8%

18.7%

5%

-4%

Growth %  /  Margin % 

23.9%

18.5%

$724

$748

Total Segments

$201

$196

$2,090

$2,205

Total Segments

$383

$372

-

3%

Growth %  /  Margin % 

27.8%

26.2%

-1%

6%

Growth %  /  Margin % 

18.3%

16.9%

$0

$0

Other

($7)

($15)

$1

$2

Other

($29)

($25)

($8)

$2

FX

*

($7)

$4

($18)

$1

FX

*

($2)

$5

$716

$751

Total Broadridge

$186

$185

$2,073

$2,209

Total Broadridge

$352

$352

-

5%

Growth %  /  Margin % 

26.0%

24.6%

-3%

7%

Growth %  /  Margin % 

17.0%

15.9%

Interest & Other

($3)

($2)

(a)

($6)

($10)

Total EBT

$184

$183

Total EBT

$346

$342

Margin %

25.6%

24.3%

Margin %

16.7%

15.5%

Income Taxes

($68)

($66)

Income Taxes

($123)

($117)

Tax Rate

36.9%

36.4%

Tax Rate

(b)

35.5%

34.2%

Total Net Earnings

$116

$116

Total Net Earnings

$223

$225

Margin %

16.2%

15.5%

Margin %

10.8%

10.2%

Diluted Shares

142

138

Diluted Shares

142

139

Diluted EPS (GAAP)

$0.82

$0.84

Diluted EPS (GAAP)

$1.58

$1.62

Diluted EPS Before 1-Times (Non-GAAP)

$0.82

$0.84

Diluted EPS Before 1-Times (Non-GAAP)

(c)

$1.51

$1.56

*

Includes impact of FX P&L Margin and FX Transaction Activity

Interest & Other

(a) FY09 Interest & Other reflects the effect of the one-time gain from the purchase of the 6.125% Senior Notes of approximately $8M.

(b) FY09 Full Year Tax Rate of 35.5% is attributable to the FY08 portion of the approved certification for a state tax credit program of $4M. Excluding the one-time tax credit the FY09 Full Year Tax Rate would 

      be 36.6%.

  FY10 Full Year Tax Rate of 34.2% is attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss  carryforwards of approximately $8M. Excluding the year-to-date benefit 

  the FY10 Full Year Tax Rate would be 36.5%

(c) FY10 Full Year Diluted EPS Before 1-Times (Non-GAAP) excludes the approximately $8M gain on purchase of $125M of Senior Notes (gain reflected in Interest & Other); $0.04 impact to EPS and the fiscal

  year 2008 portion of the approved certification for a state tax credit program gain reflected in Income Taxes); $0.03 impact to EPS FY10 Full Year Diluted EPS Before 1-Times (Non-GAAP)  excludes the

  release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of approximately $8M (gain reflected in Income Taxes). $0.06 impact to EPS.

21

Broadridge

FY11 Guidance from Continuing Operations

Revenue

($ in millions, except EPS)

Earnings

FY10

FY11 Range

FY10

FY11 Range

Actual

Low

High

Actual

Low

High

$1,670

$1,641

$1,682

ICS

$273

$271

$284

9%

-2%

1%

Growth %  /  Margin % 

16.3%

16.5%

16.9%

$536

$589

$615

SPS

$99

$80

$96

-4%

10%

15%

Growth %  /  Margin % 

18.5%

13.5%

15.6%

$2,205

$2,230

$2,297

Total Segments

$372

$351

$380

6%

1%

4%

Growth %  /  Margin % 

16.9%

15.7%

16.5%

$2

$0

$0

Other

($25)

($27)

($34)

$1

$7

$7

FX 

*

$5

$5

$5

$2,209

$2,237

$2,304

Total Broadridge

$352

$330

$350

7%

1%

4%

Growth %  /  Margin % 

15.9%

14.8%

15.2%

Interest & Other

($10)

($11)

($11)

Total EBT

$342

$319

$339

FY11 Range

Margin %

15.5%

14.3%

14.7%

Segments

Low

High

ICS

$85

$115

Income Taxes

($117)

($118)

($127)

SPS

$75

$100

Tax Rate (a)

34.2%

37.0%

37.5%

Total

$160

$215

Total Net Earnings

$225

$201

$212

Margin %

10.2%

9.0%

9.2%

Diluted Shares

139

130

128

Diluted EPS (GAAP)

$1.62

$1.55

$1.65

Diluted EPS Before 1-Times (Non-GAAP) (b)

$1.56

$1.55

$1.65

* Includes impact of FX P&L Margin and FX Transaction Activity

(a)

FY10

Full

Year

Tax

Rate

of

34.2%

is

attributable

to

the

release

of

a

valuation

allowance

on

a

deferred

tax

asset

relating

to

tax

loss

carryforwards

of

approximately

$8M.

Excluding the year-to-date benefit the FY10 Full Year Tax Rate would be 36.5%

(b) FY10 Full Year Diluted EPS Before 1-Times (Non-GAAP)  excludes the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards

of

approximately

$8M

(gain

reflected

in

Income

Taxes).

$0.06

impact

to

EPS.

Closed Sales

Note:

Guidance does not include effect of any future acquistions, additional debt or share repurchases in excess of the repurchases needed to be within our 128 million to 130 million

weighted-average

outstanding shares guidance.

22

Cash Flow –

FY10 Results and FY11 Forecast

Unaudited

(In millions)

FY10

Low

High

Free Cash Flow

(Non-GAAP)

:

Net earnings from continuing operations per GAAP

225

$                  

201

$             

212

$             

Depreciation and amortization (includes other LT assets)

57

65

75

Stock-based compensation expense

27

30

30

Other

4

(5)

5

Subtotal

313

291

322

Working capital changes

59

(30)

(25)

Long-term assets & liabilities changes

6

(30)

(20)

Net cash flow provided by continuing operating activities

378

231

277

Cash Flows From Investing Activities

IBM / ITO data center investment  

-

(20)

(15)

Capital expenditures & purchased of intangibles

(53)

(45)

(40)

Free cash flow

325

$                  

166

$             

222

$             

Cash

Flows

From

Other

Investing

and

Financing

Activities

Acquisitions

(35)

-

-

Clearing capital freed-up

75

-

-

Clearing capital to be freed-up

165

-

-

Stock repurchases net of options proceeds

(212)

(71)

(121)

Long-term debt repayment

-

-

-

Dividends paid

(67)

(76)

(76)

Other (FY10 Disc Ops)

(11)

9

9

Net change in cash and cash equivalents

240

28

34

Cash and cash equivalents, at the beginning of year

173

413

413

Cash and cash equivalents, at the end of period

413

$                  

441

$             

447

$             

FY11 Range

(a)

Freed

-up Capital $240M

(a) Guidance does not include effect of any future acquisitions, additional debt or share repurchases in excess of the repurchases needed to be within our 

     128 million to 130 million weighted-average outstanding shares guidance.

23

Closed Sales to Revenue Contribution

Closed Sales Stats:

Recurring

•

Both ICS and SPS trending toward longer

revenue recognition cycle

•

Larger strategic deal could take 12-24 months

to convert

Event-Driven

•

Majority usually recognized during the year the

deal closed

•

Sales are less predictable dependent on size of

the client

Revenue contribution could be +/-5% each year

depending on the complexity of the conversion

($ in millions)

Recurring

ICS

~ Revenue Contribution Year 1-3

SPS

~ Revenue Contribution Year 1-3

Event-Driven

~ Revenue Contribution Year 1-3

Total Closed Sales

~ Revenue Contribution Year 1-3

Forecast

FY09

FY10

FY11

$55

$80

$35-50

55%

35%

10%

50%

40%

10%

35%

40%

25%

$40

$40

$75-100

25%

50%

25%

10%

50%

40%

5%

45%

50%

$45

$55

$50-65

70%

10%

20%

80%

10%

10%

60%

20%

20%

$140

$175

$160-215

50%

30%

20%

50%

30%

20%

30%

40%

30%

24

Reconciliation of Non-GAAP to GAAP Measures

EBIT Reconciliation

4Q09

4Q10

FY09

FY10

FY11 Range (a)

($ in millions)

Actual

Actual

Actual

Actual

Low

High

EBIT (Non-GAAP)*

$186

$185

$352

$352

$330

$350

Margin %

26.0%

24.6%

17.0%

17.0%

14.8%

15.2%

Interest & Other

($3)

($2)

($6)

($0)

($11)

($11)

Total EBT (GAAP)

$184

$183

$346

$342

$319

$339

Margin %

25.6%

24.3%

16.7%

15.5%

16.7%

15.5%

EPS Reconciliation

Low

High

Diluted EPS from continuing operations (GAAP)

$0.82

$0.84

$1.58

$1.62

$1.55

$1.65

One-time recognition of a deferred tax asset

($0.06)

Diluted EPS before One-Times (Non-GAAP)

$0.82

$0.84

$1.51

$1.56

$1.55

$1.65

*   Includes impact of FX Transaction Activity

Free Cash Flow Reconciliation

($ in millions)

FY10

Low

High

Net earnings from continuing operations (GAAP)

225

$                  

201

$             

212

$             

Depreciation and amortization (includes other LT assets)

57

65

75

Stock-based compensation expense

27

30

30

Other

4

(5)

5

Subtotal

313

291

322

Working capital changes

59

(30)

(25)

Long-term assets & liabilities changes

6

(30)

(20)

Net cash flow provided by continuing operating activities

378

231

277

Cash Flows From Investing Activities

IBM / ITO data center investment  

-

(20)

(15)

Capital expenditures & purchased of intangibles

(53)

(45)

(40)

Free cash flow (Non-GAAP)

325

$                  

166

$             

222

$             

FY11 Range

One-times: Bond gain and State tax credit

-

-

($0.07)

-

-

(a) Guidance does not include the effect of any future acquisitions, additional debt or share repurchases in excess of the repurchases needed to be within our  

128 million to 130 million weighted-average outstanding shares guidance.

-

-

-

-

-

-

25

FY11 Grow-over

MSSB and Penson

are expected to be

accretive in FY12 and FY13 driven by

revenue growth and scale in the

business

IBM ITO–

planning on range of $5-

10M

hitting

primarily

in

3

&

4

quarter. Including FY11, there will be

approximately $25M total expense

over two years.  IBM ITO is expected

to result in approximately $25M

annual savings beginning FY13 over

the next 10 years

City Networks Acquisition -

$21M

Revenue and EBIT ($2M) in the first

year due to the amortization of

intangibles

and

1

year

deferred

revenue GAAP accounting.  No

negative impact to cash flow FY11

th

st

($ in millions, except for EPS)

Forecast

FY11

Strategic

Revenue

EBIT

Penson

$35

($6)

~ Forecast Q1/2/3/4 Distribution

$6/9/9/11

$(5)

/

(2)

/

(1)

/2

MSSB

$19

$2

~ Forecast Q1/2/3/4 Distribution

$10/5/3/1

$

(2)/2/2/0

IBM

($8)

~ Forecast Q1/2/3/4 Distribution

$0/

(2)/

(3)/

(3)

City

Networks

$21

($2)

~ Forecast Q1/2/3/4 Distribution

$6/6/5/4

$0/0/

(1)/

(1)

1-time

MF Proxy

($105)

($42)

~ Forecast Q1/2/3/4 Distribution

$(11)/

(94)/0/ 0

$(4)/

(38)/0

/0

BAML*

($13)

($13)

~ Forecast Q1/2/3/4 Distribution

$

(5)/

(3)/

(3)/

(2)

$

(5)/

(3)/

(3)/

(2)

Total Grow-overs

($43)

($69)

~ Forecast Q1/2/3/4 Distribution

$6/

(77)/14/14

$

(16)/

(43)/

(6)

/

(4)

Impact on EPS

($0.33)

~ Forecast Q1/2/3/4 Distribution

$(.08)

/

(.20)

/

(.03)

/

(.02)

* Bank of America Merrill Lynch client loss

EX-99.3

26

ICS Key Segment Revenue Stats

$ in millions

RC= Recurring

ED= Event-Driven

Fee Revenues

(1)

4Q09

4Q10

FY09

FY10

Type

Proxy

Equities

(2)

191.1

$     

195.1

$   

272.5

$    

276.5

$     

RC

Stock Record Position Growth

-2%

1%

-2%

-1%

Pieces

211.4

211.0

288.0

293.2

Mutual Funds

20.5

$      

29.2

$    

55.0

$      

149.7

$     

ED

Pieces

25.8

36.3

73.5

204.2

Contests/Specials

8.2

$        

4.6

$      

26.9

$      

20.6

$       

ED

Pieces

8.4

4.6

30.8

26.0

Total Proxy

219.8

$     

228.9

$   

354.4

$    

446.8

$     

Total Pieces

245.6

251.9

392.3

523.4

Notice and Access Opt-in %

49%

53%

50%

54%

Suppression %

51%

53%

50%

52%

Interims

Mutual

Funds

(Annual/Semi-Annual

Reports/Annual

Prospectuses)

19.0

$      

21.3

$    

78.1

$      

88.8

$       

RC

Position Growth

-1%

10%

3%

6%

Pieces

106.2

117.7

440.5

476.0

Mutual Funds (Supplemental Prospectuses) & Other

11.9

$      

11.8

$    

58.0

$      

47.8

$       

ED

Pieces

67.6

61.0

349.6

266.2

Total  Interims

30.9

$      

33.1

$    

136.1

$    

136.6

$     

Total Pieces

173.8

178.7

790.1

742.2

Transaction

Transaction Reporting

30.9

$      

37.2

$    

132.0

$    

142.8

$     

RC

Reporting

Fulfillment

Post-Sale Fulfillment

19.2

$      

17.4

$    

72.9

$      

74.0

$       

RC

Pre-Sale Fulfillment

9.2

$        

9.7

$      

36.6

$      

35.5

$       

ED

Total Fulfillment

28.4

$      

27.1

$    

109.5

$    

109.5

$     

Other

Other -

Recurring

0.9

$        

3.6

$      

0.9

$        

12.1

$       

RC

Communications

Other -

Event-Driven

(2), (3)

10.1

$      

11.0

$    

41.3

$      

41.2

$       

ED

Total Other

11.0

$      

14.6

$    

42.2

$      

53.3

$       

Total Fee Revenues

321.0

$     

340.9

$   

774.2

$    

889.0

$     

Total Distribution Revenues

266.0

$     

269.0

$   

756.8

$    

780.6

$     

Total

Revenues

as

reported

-

GAAP

587.0

$     

609.9

$   

1,531.0

$  

1,669.6

$  

Total RC Fees

261.1

$     

274.6

$   

556.4

$    

594.2

$     

Total ED Fees

59.9

$      

66.3

$    

217.8

$    

294.8

$     

FY11 Ranges

Low

High

Sales

2%

2%

1%

3%

3%

3%

Losses

-1%

0%

0%

-1%

0%

0%

Key

Net New Business

1%

2%

1%

2%

3%

3%

Revenue

Internal growth

0%

0%

0%

0%

0%

1%

Drivers

Event-Driven

-1%

1%

-1%

5%

-4%

-3%

Acquisitions

0%

0%

0%

1%

0%

0%

Distribution

-7%

1%

-3%

1%

-1%

0%

TOTAL

-7%

4%

-3%

9%

-2%

1%

(1) As of 4Q09, 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

(2) For comparability purposes, Other Proxy related fee revenue has been reclassified from Other Event-Driven to Annual Equity Proxy (FY09: $4.1M & FY10: $4.5M)

(3) Other includes 3.4M pieces for 4Q09 and 1.9M pieces for 4Q10 primarily related to corporate actions. Total Other pieces for FY09 were 14.4M and for FY10 were 10.5M

Exhibit 99.3

27

SPS and Outsourcing Key Segment Revenue Stats

$ in millions

RC= Recurring

ED= Event-Driven

4Q09

4Q10

FY09

FY10

Type

Equity

Transaction-Based

Equity Trades

62.5

$     

61.4

$     

258.5

$   

237.8

$   

RC

Internal Trade Volume

(1)

1,568

1,581

1,540

1,507

Internal Trade Growth

7%

1%

6%

-2%

Trade Volume (Average Trades per Day in '000)

(2) (3)

1,604

1,617

1,602

1,542

Non-Transaction

Other Equity Services

49.1

$     

50.0

$     

193.6

$   

195.4

$   

RC

Total Equity

111.6

$   

111.4

$   

452.1

$   

433.3

$   

Fixed Income

Transaction-Based

Fixed Income Trades

12.4

$     

13.5

$     

52.3

$     

49.9

$     

RC

Internal Trade Volume

(1)

287

287

287

269

Internal Trade Growth

-4%

0%

11%

-6%

Trade Volume (Average Trades per Day in '000)

(3)

287

289

287

283

Non-Transaction

Other Fixed Income Services

7.1

$      

6.8

$      

29.4

$     

27.7

$     

RC

Total Fixed Income

19.4

$     

20.3

$     

81.7

$     

77.5

$     

Outsourcing

Outsourcing

5.7

$      

6.7

$      

25.1

$     

25.0

$     

# of Clients

6

9

6

9

Total Net Revenue as reported -

GAAP

136.7

$   

138.4

$   

558.9

$   

535.9

$   

FY11 Ranges

Low

High

Sales

4%

6%

6%

5%

5%

6%

Losses

-4%

-4%

-4%

-4%

-4%

-4%

Key

Net New Business

0%

2%

2%

2%

1%

2%

Revenue

Transaction & Non-transaction

3%

0%

5%

-2%

0%

4%

Drivers

Concessions

-5%

-2%

-3%

-4%

-2%

-2%

Internal growth

-2%

-2%

2%

-6%

-2%

2%

Acquisitions

1%

1%

1%

0%

11%

11%

TOTAL

-1%

1%

5%

-4%

10%

15%

(1) 4Q09

Internal

Trade

Volume

was

previously

presented

as

1,557

and

252

for

Equities

and

Fixed

Income,

respectively.

FY09

Internal

Trade

Volume

was

previously presented as 1,557 and 257 for Equities and Fixed Income, respectively.  These numbers were adjusted to reflect losses and sales in order to

present consistent business for the purpose of calculating internal trade growth.

(2) Equity Trade volume adjusted to exclude trades processed under fixed priced contracts.  Management believes excluding this trade volume presents a

stronger correlation between trade volume and Equity Trade revenue.

(3) Prior Year's trade volume re-stated for comparability.

EX-99.4

28

Broadridge

ICS Definitions

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.  

                  - 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.   

                  - 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 communications 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 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 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.

Contests

Specials

Exhibit 99.4

29

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.