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 6, 2012

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

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

1981 Marcus Avenue

Lake Success, New York 11042

(Address of principal executive offices)

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

N/A

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2012, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended September 30, 2012. On November 6, 2012, the Company also posted an Earnings Webcast & Conference Call Presentation dated November 6, 2012 on the Company’s Investor Relations home page at www.broadridge-ir.com. The Company’s Earnings Webcast & Conference Call Presentation includes certain key statistics of its Investor Communication Solutions and Securities Processing Solutions businesses for the first quarter ended September 30, 2012, which are posted on the Company’s Investor Relations home page at www.broadridge-ir.com.

Copies of the press release and earnings presentation are being furnished as Exhibits 99.1 and 99.2 attached hereto, respectively, and are incorporated herein by reference. The information furnished pursuant to Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press release dated November 6, 2012.
99.2	Earnings Webcast & Conference Call Presentation dated November 6, 2012.

SIGNATURES

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

Dated: November 6, 2012

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 2013 RESULTS

Reaffirms Full Year Guidance

Repurchased 3.2 million shares

LAKE SUCCESS, N.Y., November 6, 2012 —Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the first quarter of its fiscal year 2013. For the three months ended September 30, 2012, the Company reported revenues of $496 million, GAAP net earnings from continuing operations of $18 million, Non-GAAP net earnings from continuing operations of $22 million, GAAP diluted earnings per share from continuing operations of $0.14, and Non-GAAP diluted earnings per share from continuing operations of $0.18. This compares with revenues of $476 million, GAAP net earnings from continuing operations of $17 million, Non-GAAP net earnings from continuing operations of $23 million, GAAP diluted earnings per share from continuing operations of $0.13, and Non-GAAP diluted earnings per share from continuing operations of $0.18 for the three months ended September 30, 2011.

Our fiscal year 2013 Non-GAAP results exclude the impact of Acquisition Amortization and Other Costs and Penson Worldwide, Inc. (“Penson”) Charges, net. In addition, our fiscal year 2012 Non-GAAP results also exclude the impact of IBM Migration costs. The significant Non-GAAP adjustments to our results are described in more detail below.

Commenting on the results, Richard J. Daly, Chief Executive Officer, said, “Overall, I am satisfied with our first quarter results. For the quarter, our recurring revenues grew 3% and recurring revenue closed sales were down approximately 30% compared with last year. There were no recurring revenue closed sales from transactions of greater than $5 million and our recurring revenue closed sales of less than $5 million grew by approximately 8%. Our pipeline for all sales—large and small—is strong. Due to the seasonal nature of our business, our first quarter makes the smallest quarterly contribution to our annual results.” Mr. Daly concluded, “We expect to achieve our full year guidance as a result of our strong sales pipeline, 99% client revenue retention rate, and overall momentum driven by our leading brand and growing product strength.”

Financial Results for First Quarter Fiscal Year 2013

For the first quarter of fiscal year 2013, recurring and total revenues increased 3% and 4% to $311 million and $496 million, respectively, compared to $302 million and $476 million for the comparable period last year. The increase was driven by a positive contribution from recurring fee revenues of approximately $9 million including net new business (defined as closed sales less client losses) and a slight improvement in event-driven fee revenues, coupled with $8 million of higher distribution revenues. GAAP earnings from continuing operations before income taxes margins of 5.8% increased compared to 5.5% for the same period last year. Non-GAAP earnings from continuing operations before income taxes margins were 7.0%, compared to 7.5% for the same period last year.

For the first quarter of fiscal year 2013, GAAP net earnings from continuing operations of $18 million increased 10%, compared to $17 million for the same period last year. Non-GAAP net earnings from continuing operations were $22 million, compared to $23 million for the same period last year. GAAP diluted earnings per share from continuing operations increased to $0.14 per share, compared to $0.13 per share in the first quarter of fiscal year 2012. Non-GAAP diluted earnings per share from continuing operations were $0.18 per share compared to $0.18 per share for the same period last year.

During the first quarter of fiscal year 2013, the Company opportunistically repurchased approximately 3.2 million shares of Broadridge common stock under its stock repurchase plans at an average price of $23.61 per share. Approximately 6.7 million shares remain available under the Company’s current stock repurchase plans as of September 30, 2012.

Analysis of First Quarter Fiscal Year 2013

Investor Communication Solutions

Recurring and total revenues for the Investor Communication Solutions segment increased 9% and 8% to $157 million and $339 million, respectively, in the first quarter of fiscal year 2013 compared to the first quarter of fiscal year 2012. Higher recurring and event-driven fee revenues contributed $14 million and $5 million, respectively, coupled with an $8 million increase in distribution revenues. The positive contribution from recurring fee revenues was driven primarily by net new business and internal growth. Operating margin increased by 530 basis points to 8.0% as a result of higher fee and distribution revenues and cost containment efforts.

Securities Processing Solutions

Total revenues (which are all considered recurring) for the Securities Processing Solutions segment decreased 3% to $154 million in the first quarter of fiscal year 2013 compared to the first quarter of fiscal year 2012. The decrease was primarily driven by lower trade volumes coupled with the decline in revenue resulting from the new outsourcing services contract with Apex Clearing Corporation (“Apex”) replacing the terminated outsourcing services contract with Penson, mostly offset by growth from net new business and the impact of the Paladyne acquisition. Operating margin decreased by 1150 basis points to 6.1% primarily as a result of revenue mix and an increase in systems investments.

Other

The pre-tax loss from continuing operations for the Other segment decreased by $1 million to $12 million in the first quarter of fiscal year 2013 compared to the first quarter of fiscal year 2012. The decreased loss was primarily due to decreased IBM Migration costs slightly offset by increased interest expense on borrowings.

Fiscal Year 2013 Financial Guidance

We are reaffirming our full year guidance. We anticipate recurring revenue growth in the range of 4% to 7% and total revenue growth in the range of 3% to 4%, GAAP earnings from continuing operations before income taxes margins in the range of 13.8% to 14.4%, and Non-GAAP earnings from continuing operations before income taxes margins in the range of 15.1% to 15.7%.

We anticipate GAAP diluted earnings per share from continuing operations in the range of $1.60 to $1.70, and Non-GAAP diluted earnings per share from continuing operations in the range of $1.76 to $1.86, based on diluted weighted-average shares outstanding of approximately 128 million shares. Our free cash flow guidance is expected to be in the range of approximately $200 million to $250 million. Our recurring revenue closed sales guidance is expected to be in the range of $110 million to $150 million.

Our Non-GAAP earnings guidance excludes the projected impact of Acquisition Amortization and Other Costs and Penson Charges, net. The Non-GAAP pre-tax earnings margins and diluted earnings per share guidance ranges increased from our previously provided guidance as a result of the exclusion of the impact of Acquisition Amortization and Other Costs which was not excluded in the previous guidance. Our guidance does not take into consideration the effect of any future acquisitions, additional debt or share repurchases.

Description of Non-GAAP Adjustments:

Non-GAAP Measures

In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”) and should be viewed in addition to, and not as a substitute for, the Company’s reported results. Net earnings, diluted earnings per share and pre-tax earnings margins excluding Acquisition Amortization and Other Costs and Penson Charges, net are Non-GAAP measures. These measures are adjusted to exclude costs incurred by the Company in connection with amortization and other charges associated with the Company’s acquisitions, and the termination of the Penson outsourcing services agreement, as Broadridge believes this information helps investors understand the effect of these items on reported results and provides a better representation of our actual performance. Free cash flow is a Non-GAAP measure and is defined as cash flow

2

from operating activities, less capital expenditures and purchases of intangibles. Management believes this Non-GAAP measure provides 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.

Acquisition Amortization and Other Costs

Acquisition Amortization and Other Costs represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions. Our Non-GAAP results exclude the impact of the costs the Company incurred in connection with acquisitions. The Acquisition Amortization and Other Costs are recorded in our Cost of revenues in the Consolidated Statements of Earnings for the three months ended September 30, 2012 and 2011, respectively.

Penson Charges, net

For the fiscal quarter ended September 30, 2012, there were $1 million in pre-tax charges primarily related to transition costs as a result of the termination of the outsourcing services agreement with Penson including shutdown costs associated with the transfer of our subsidiary to Apex. The Penson Charges are recorded in our Other segment and Other expenses, net in the Consolidated Statements of Earnings for the quarter ended September 30, 2012.

IBM Migration Costs

In March 2010, Broadridge entered into an Information Technology Services Agreement with International Business Machines (“IBM”) under which IBM provides us with certain aspects of our information technology infrastructure. Our Non-GAAP results exclude the impact of the costs the Company incurred in connection with the migration of our data center to IBM (the “Migration”). The Migration costs are recorded in our Other segment and Cost of revenues in the Consolidated Statements of Earnings for the three months ended September 30, 2012 and 2011, respectively. The more significant mainframe Migration was successfully completed at the end of our 2012 fiscal year resulting in a pre-tax charge of $25 million. The remaining aspects of the Migration were fully completed on August 26, 2012.

Earnings Conference Call

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

About Broadridge

Broadridge 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 $4.5 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, 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

3

forward-looking statements. In particular, information appearing in the “Fiscal Year 2013 Financial Guidance” section 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, 2012 (the “2012 Annual Report”), as they may be updated in any future reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by reference to the factors discussed in the 2012 Annual Report. These risks include: the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining new clients; Broadridge’s reliance on a relatively small number of clients, the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms; 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 or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.

Contact Information

Investors:

David Ng

Broadridge Financial Solutions, Inc.

Director, Investor Relations

(516) 472-5491

4

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended September 30,
	2012		2011
Revenues	$	495.8	$	476.4
Cost of revenues		390.0		382.8
Selling, general and administrative expenses		72.9		64.7
Other expenses, net		4.3		2.7
Total expenses		467.2		450.2
Earnings from continuing operations before income taxes		28.6		26.2
Provision for income taxes		10.3		9.5
Net earnings from continuing operations		18.3		16.7
Loss from discontinued operations, net of tax benefit		—		—
Net earnings	$	18.3	$	16.7
Basic earnings per share:
Basic earnings per share from continuing operations	$	0.15	$	0.14
Basic earnings per share from discontinued operations		—		—
Basic earnings per share	$	0.15	$	0.14
Diluted earnings per share:
Diluted earnings per share from continuing operations	$	0.14	$	0.13
Diluted earnings per share from discontinued operations		—		—
Diluted earnings per share	$	0.14	$	0.13
Weighted-average shares outstanding:
Basic		124.0		123.7
Diluted		127.1		126.7
Dividends declared per common share	$	0.18	$	0.16

5

Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

	September 30, 2012			June 30, 2012
Assets
Current assets:
Cash and cash equivalents	$	211.8		$	320.5
Accounts receivable, net of allowance for doubtful accounts of $6.5 and $6.5, respectively		321.4			370.7
Other current assets		87.7			86.2
Total current assets		620.9			777.4
Property, plant and equipment, net		76.3			79.0
Goodwill		781.8			780.0
Intangible assets, net		135.2			143.3
Other non-current assets		216.3			207.9
Total assets	$	1,830.5		$	1,987.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	88.9		$	102.2
Accrued expenses and other current liabilities		174.1			260.6
Deferred revenues		50.6			47.5
Total current liabilities		313.6			410.3
Long-term debt		524.4			524.4
Deferred taxes		61.1			63.2
Deferred revenues		36.9			38.3
Other non-current liabilities		105.0			100.9
Total liabilities		1,041.0			1,137.1
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, 153.4 and 152.9 shares, respectively; outstanding, 122.1 and 124.8 shares, respectively		1.5			1.5
Additional paid-in capital		753.3			739.4
Retained earnings		682.5			686.1
Treasury stock, at cost: 31.3 and 28.1 shares, respectively		(656.1	)		(580.0	)
Accumulated other comprehensive income		8.3			3.5
Total stockholders’ equity		789.5			850.5
Total liabilities and stockholders’ equity	$	1,830.5		$	1,987.6

6

Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

	Revenues
	Three Months Ended September 30,
	2012			2011
Investor Communication Solutions	$	339.5		$	313.0
Securities Processing Solutions		153.9			158.4
Other		—			—
Foreign exchange		2.4			5.0
Total	$	495.8		$	476.4
	Earnings (Loss) from Continuing Operations before Income Taxes
	Three Months Ended September 30,
	2012			2011
Investor Communication Solutions	$	27.2		$	8.4
Securities Processing Solutions		9.4			27.8
Other		(11.9	)		(12.9	)
Foreign exchange		3.9			2.9
Total	$	28.6		$	26.2

7

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

(In millions, except per share amounts)

	Earnings from Continuing Operations before Income Taxes
	Three Months Ended September 30,
	2012			2011
Adjusted Earnings from Continuing Operations before Income Taxes (Non-GAAP)	$	34.8		$	35.7
Acquisition Amortization and Other Costs		(5.5	)		(6.3	)
Penson Charges, net		(0.7	)		—
IBM Migration costs		—			(3.2	)
Earnings from Continuing Operations before Income Tax (GAAP)	$	28.6		$	26.2
Pre-tax Earnings Margins (Non-GAAP)		7.0	%		7.5	%
Pre-tax Earnings Margins (GAAP)		5.8	%		5.5	%

	Net Earnings from Continuing Operations
	Three Months Ended September 30,
	2012			2011
Adjusted Net Earnings from Continuing Operations (Non-GAAP)	$	22.3		$	22.8
Acquisition Amortization and Other Costs, net of taxes		(3.5	)		(4.1	)
Penson Charges, net, net of taxes		(0.5	)		—
IBM Migration Costs		—			(2.0	)
Net Earnings from Continuing Operations (GAAP)	$	18.3		$	16.7

	Diluted Earnings Per Share from Continuing Operations
	Three Months Ended September 30,
	2012			2011
Adjusted Diluted Earnings Per Share from Continuing Operations (Non-GAAP)	$	0.18		$	0.18
Acquisition Amortization and Other Costs		(0.03	)		(0.03	)
Penson Charges, net		(0.01	)		—
IBM Migration costs		—			(0.02	)
Diluted Earnings Per Share from Continuing Operations (GAAP)	$	0.14		$	0.13

8

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

EBIT from Continuing Operations Reconciliation

(In millions, except per share amounts)

	Q1 FY13			FY13 Guidance Range
	Actual			Low			High
EBIT (Non-GAAP)	$	33		$	353		$	377
EBIT Margins (Non-GAAP)		6.6	%		14.9	%		15.7	%
Acquisition Amortization and Other Costs		6			22			22
Interest and Other		(3	)		(17	)		(21	)
Total EBT (Non-GAAP)		35			358			378
EBT Margins (Non-GAAP)		7.0	%		15.1	%		15.7	%
Acquisition Amortization and Other Costs		(6	)		(22	)		(22	)
Penson Charges, net		(1	)		(10	)		(10	)
Total EBT (GAAP)		29			326			346
Margins (GAAP)		5.8	%		13.8	%		14.4	%

NOTE: Amounts in this table may not sum to totals due to rounding.

9

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Fiscal Year 2013 Guidance

(In millions, except per share amounts)

	FY13 Guidance Range (a)
	Low			High
Adjusted Earnings from Continuing Operations before Income Taxes (Non-GAAP)	$	358		$	378
Acquisition Amortization and Other Costs		(22	)		(22	)
Penson Charges, net		(10	)		(10	)
Earnings from Continuing Operations before Income Taxes (GAAP)	$	326		$	346
Pre-tax Earnings Margins (Non-GAAP)		15.1	%		15.7	%
Pre-tax Earnings Margins (GAAP)		13.8	%		14.4	%

	FY13
	Guidance Range (a)
	Low			High
Adjusted Diluted EPS from Continuing Operations (Non-GAAP)	$	1.76		$	1.86
Acquisition Amortization and Other Costs		(0.11	)		(0.11	)
Penson Charges, net		(0.05	)		(0.05	)
Diluted EPS from Continuing Operations (GAAP)	$	1.60		$	1.70

(a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.

10

Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow

(In millions)

	Q1 FY13			FY13 Guidance Range (a)
	Actual			Low			High
Net Earnings from Continuing Operations (GAAP)	$	18		$	205		$	218
Depreciation and amortization (includes other LT assets)		25			95			105
Stock-based compensation expense		5			31			31
Other		(1	)		(5	)		5
Subtotal		47			326			359
Working capital changes		(49	)		(15	)		(15	)
Long-term assets & liabilities changes		(14	)		(60	)		(50	)
Net cash flow (used in) provided by continuing operating activities		(16	)		251			294
Cash Flows From Investing Activities
Capital expenditures and software purchases		(8	)		(55	)		(45	)
Free cash flow (Non-GAAP)	$	(24	)	$	196		$	249

(a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.

11

EX-99.2

©

2012 Broadridge Financial Solutions, Inc.

Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.

November 6, 2012

Earnings Webcast & Conference Call

First Quarter 2013

Exhibit 99.2

1

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,

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.

In

particular,

information

appearing

in

the

“Fiscal

Year

2013

Financial Guidance”

section 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, 2012 (the “2012 Annual Report”), as they may be updated in any future reports filed with the Securities and

Exchange Commission.  All forward-looking statements speak only as of the date of this press release and are expressly qualified in their

entirety by reference to the factors discussed in the 2012 Annual Report.  These risks include: the success of Broadridge in retaining and

selling additional services to its existing clients and in obtaining new clients; Broadridge’s reliance on a relatively small number of clients,

the continued financial health of those clients, and the continued use by such clients of Broadridge’s services with favorable pricing terms;

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 or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date

made

or

to

reflect

the

occurrence

of

unanticipated

events,

other

than

as

required

by

law.

Non-GAAP Financial Measures

In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”) and

should be viewed in addition to, and not as a substitute for, the Company’s reported results.  Net earnings, diluted earnings per share and

pre-tax earnings margins excluding Acquisition Amortization and Other Costs and Penson Charges, net are Non-GAAP measures.  These

measures

are

adjusted

to

exclude

costs

incurred

by

the

Company

in

connection

with

amortization

and

other

charges

associated

with

the

Company’s acquisitions, and the termination of the Penson outsourcing services agreement, as Broadridge believes this

information

helps

investors

understand

the

effect

of

these

items

on

reported

results

and

provides

a

better

representation

of

our

actual

performance.  Free cash flow is a Non-GAAP measure and is defined as cash flow from operating activities, less capital expenditures and

purchases of intangibles.  Management believes this Non-GAAP measure provides 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.

Use of Material Contained Herein

The

information

contained

in

this

presentation

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Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.

2

Today’s Agenda

Opening Remarks and Other

Rich Daly, CEO

Key Topics

First Quarter 2013

Dan Sheldon, CFO

Highlights and Segment Results

Summary

Rich Daly, CEO

Q&A

Rich Daly, CEO

Dan Sheldon, CFO

Closing Remarks

Rich Daly, CEO

3

Opening Remarks

Key Topics:

Financial Highlights

Closed Sales Performance

Key Activities Update

4

Financial Highlights

Recurring revenues for the quarter were up 3%

Total revenue was up 4%

Higher than anticipated event-driven and related distribution revenues were

partially offset by lower than anticipated trade volumes

Non-GAAP diluted earnings per share (EPS) of $0.18 were flat

GAAP diluted EPS of $0.14 were slightly higher

•

Primarily due to increased revenues and cost containment

Opportunistically

repurchased

~3.2M

shares

for

$76M

at

an

average

cost

of $23.61 per share

~7M

shares

available

for

repurchase

under

share

repurchase

plans

as

of

end

of

1st

quarter

Reaffirming fiscal year 2013 guidance

4-7% recurring revenue growth

$1.60-1.70 GAAP diluted EPS

$1.76-1.86 Non-GAAP diluted EPS

•

Excludes Acquisition Amortization and Other Costs and Penson Charges, net, $0.04

per share for Q1 and projected $0.16 per share for FY13

5

Closed Sales Performance

Recurring revenue closed sales for the quarter were down ~30%

No large transactions >$5M, one $7M ICS closed sale in prior year

Recurring revenue closed sales from transactions less than $5M

were up ~8%

Pipeline remains strong/very good momentum

Due to product expansion, acquisitions, strong brand…

Hired new Chief Revenue Officer to further accelerate growth

Reaffirming fiscal year 2013 recurring revenue closed sales guidance of

$110-150M

•

ICS recurring revenue closed sales were $6M vs. $8M in prior year

•

SPS recurring revenue closed sales were $8M vs. $5M in prior year

6

Key Activities Update

Penson/Apex and COR Clearing

Substantially completed Apex conversion

Approximately 100 Apex correspondents expected to move to COR Clearing

Finalizing contract with COR Clearing to become Outsourcing client

Expect

net

revenue

win.

COR

Clearing

also

expected

to

become

an

ICS

client

across

multiple products

Penson Canada and Questrade

Penson Canada expected to wind down its operations

As a result, signed Penson Canada’s largest correspondent –

Questrade –

as a new

client on our Outsourcing platform

Large percentage of Penson Canada clients are moving to Questrade or another

clearing firm which is already on our technology platform

No material impact anticipated to FY13 guidance

Launched

Broadridge

Fluent

Enables financial services firms to distribute marketing, transactional and regulatory

communications into their clients’

preferred channel

Significantly enhances customer engagement, insight and interactivity

>20 clients already using components of this service including Morgan Stanley Wealth

Management and UBS Financial Services

SM

7

Non-GAAP EPS Guidance

Reconciliation of EPS Guidance

1Q12

1Q13

FY12

FY13 Range

Actual

Actual

Actual

Low

High

Guidance Provided in August 2012 -

Diluted EPS (Non-GAAP)

$0.15

$0.15

$1.55

$1.65

$1.75

Acquisition Amortization and Other Costs

$0.03

0.03

$0.12

0.11

0.11

Current Guidance -

Diluted EPS (Non-GAAP)

$0.18

$0.18

$1.67

$1.76

$1.86

Acquisition Amortization and Other Costs

($0.03)

($0.03)

($0.12)

(0.11)

(0.11)

Penson Charges, net

$0.00

(0.01)

($0.42)

(0.05)

(0.05)

IBM Migration costs

($0.02)

0.00

($0.12)

0.00

0.00

Restructuring charges

$0.00

0.00

($0.03)

0.00

0.00

Current Guidance -

Diluted EPS (GAAP)

$0.13

$0.14

$0.98

$1.60

$1.70

8

Segment Results & Forecast –

Investor Communication Solutions

FY13 guidance on revenue and margins remains intact

Q1 recurring fee revenue growth of 9% was driven by net new

business (closed sales less client losses) and internal growth

Recurring revenue closed sales range for FY13 remains $50-70M

Revenue/Growth

EBIT/Growth (Non-GAAP)

Margin/Growth (Non-GAAP)

Q1:

$339M / 8%

$27M / 224%

8.0% / 530 bps

FY13:

$1,695 to 1,707M / 4%

$291 to 299M / 20 to 23%

17.2 to 17.5% / 230 to 260 bps

Client revenue retention levels expected to be at 99% for FY13

Q1 event-driven fee revenues up $5M driven by Mutual Fund

Communications.  Mutual Fund Proxy was in line with

expectations.  Full year event-driven fee revenue expectation

remains at ~$130M

9

Segment Results & Forecast –

Securities Processing Solutions

Revenue/Growth

EBIT/Growth

(Non-GAAP)

Margin/Growth

(Non-GAAP)

Q1:

$154M / (3)%

$9M / (66)%

6.1% / (1150) bps

FY13:

$658 to 683M / 0 to +4%

$79 to 102M / (13) to +12%

12 to 15% / (190) to +110 bps

Total

revenue

was

lower

in

Q1:

Net new business and acquisitions contributed 5% 

Internal Growth was negatively impacted by lower trade volumes and the

Penson/Apex agreements

Historically, trade volumes in Q1 are not indicative of the full

year

High end of FY13 guidance range dependent on trade volumes returning

Margin decline was the result of revenue mix and anticipated increase in

systems investments (i.e. TARP development)

IBM data center savings on track to provide estimated savings of

$15M for

FY13.  However, impact offset by Penson/Apex agreements

Recurring revenue closed sales range for FY13 remains $60-80M

10

Summary

Solid start for fiscal year 2013

Recurring revenue closed sales pipeline continues to be strong

Event-driven slightly higher and equity trading volumes down

No surprises, difficult environment

Strong products and outsourcing momentum

Multiple paths to create value

Good strategic direction in both product and regulatory activities

Positioned to be less dependent on the return of market activity

Named “Best-in-Class”

in CEB TowerGroup’s 2012 Outsourcing Vendor Rankings

Strong client revenue retention rate of 99%

Highly engaged associates aligned to service profit chain and shareholder

value creation

Fiscal year 2013 guidance

4-7% recurring revenue growth

$1.60-1.70 GAAP diluted EPS

$1.76-1.86 Non-GAAP diluted EPS

•

Excludes Acquisition Amortization and Other Costs and Penson Charges, net, $0.04 per

share for Q1 and projected $0.16 per share for FY13

11

Q&A

There are no slides during this portion of the presentation

12

Closing Comments

There are no slides during this portion of the presentation

13

Appendix

14

Segment Results & Forecast –

Other & Foreign Exchange (FX)

Corporate

Expenses:

Q1

results

as

expected

and

in

line

with

full

year

guidance

range

Interest

Expense,

net:

FY13

reflects

higher

average

debt

balance

and

refinancing of our credit facilities

Penson

Charges,

net:

Transition

costs

related

to

the

termination

of

the

Penson

agreement including shutdown costs

1Q13

Low

High

Corporate Expenses

$(7)M

$(30)M

$(37)M

Interest Expense, net

$(3)M

$(17)M

$(21)M

FX - P&L - Revenue

$2M

$13M

$13M

                  - EBIT

$4M

$14M

$14M

                  - Transaction Activity

$(1)M

$(1)M

$(1)M

Penson Charges, net

$(1)M

$(10)M

$(10)M

IBM Migration costs

$0M

$0M

$0M

    FY13 Range

15

Revenue Growth Drivers and EBIT Margin

Historical CAGR

1Q

Forecast

(FY07-FY12)

FY13

FY13

2%

Total Revenue Growth

4%

3-4%

3%

Closed

Sales

(Recurring)

3%

4-5%

(2%)

Client Losses

(1%)

(1)%

1%

Net New Business

2%

3-4%

1%

Internal Growth

(a)

(1%)

0%

2%

Acquisitions

1%

0%

4%

Total Recurring

2%

3-4%

(1%)

Event-Driven

(b)

1%

0%

(1%)

Distribution

(c)

2%

0%

0%

FX/Other

(1%)

0%

EBIT Margin

(Non-GAAP)

6.6%

14.9 -

15.7%

(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

(c) Distribution includes pass-through fees from Matrix

16

Broadridge FY13 Q1 from Continuing Operations

17

Broadridge FY13 Guidance from Continuing Operations

18

Cash Flow –Q1 FY13 Results and FY13 Forecast

Three Months

Ended

September 2012

Low

High

Free Cash Flow

(Non-GAAP)

:

Net earnings from continuing operations (GAAP)

18

$                           

205

$                

218

$              

Depreciation and amortization (includes other LT assets)

25

95

105

Stock-based compensation expense

5

31

31

Other

(1)

(5)

5

Subtotal

47

326

359

Working capital changes

(49)

(15)

(15)

Long-term assets & liabilities changes

(14)

(60)

(50)

Net cash flow (used in) provided by continuing operating activities

(16)

251

294

Cash Flows From Investing Activities

Capital expenditures & software purchases

(8)

(55)

(45)

Free cash flow (Non-GAAP)

(24)

$                          

196

$                

249

$              

Cash Flows From Other Investing and Financing Activities

Acquisitions

-

-

-

Stock repurchases net of options proceeds

(66)

(66)

(66)

Proceeds from borrowing net of debt repayments

-

-

-

Dividends paid

(20)

(86)

(86)

Other

1

(5)

5

Net change in cash and cash equivalents

(109)

39

102

Cash and cash equivalents, at the beginning of year

321

321

321

Cash and cash equivalents, at the end of period

212

$                         

360

$                

423

$              

(a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.

($ millions)

Unaudited

Free Cash Flow - Non-GAAP

FY13 Range

(a)

19

Recurring Closed Sales to Revenue Contribution

Recurring Closed Sales to Revenue

($ in millions)

Closed Sales

Revenue Contribution

(a)

Backlog

(b)

Forecast

Forecast

Forecast

FY13

FY13

FY13

ICS

$50-70

~$50-60

~$35-45

~Contribution to revenue growth

~3%

SPS

$60-80

~$40-50

~$85-105

~Contribution to revenue growth

6-8%

Total Recurring Closed Sales

$110-150

~$90-110

~$120-150

~Contribution to revenue growth

4-5%

(a)

Revenue from current year and prior year Closed Sales.

(b)

Closed Sales that will convert to revenue in future years.

20

Revenues and Closed Sales FY07-FY13

($ in millions)

Forecast

Recurring Fee Revenues

FY07

FY08

FY09

FY10

FY11

FY12

FY13

ICS

529

$        

567

$        

594

$        

632

$        

720

$        

798

$        

$862-874

Growth

3%

7%

5%

6%

14%

11%

8-10%

SPS

527

$        

534

$        

559

$        

536

$        

594

$        

655

$        

$658-683

Growth

11%

1%

5%

-4%

11%

10%

0-4%

Total Recurring Fee Revenues

1,056

$    

1,101

$    

1,153

$    

1,168

$    

1,313

$    

1,453

$    

$1,520-1,557

Growth

7%

4%

5%

1%

12%

11%

4-7%

Event-Driven

203

$        

200

$        

180

$        

257

$        

135

$        

132

$        

~$129

Growth

33%

-1%

-10%

43%

-47%

-2%

-2%

Distribution

821

$        

808

$        

757

$        

781

$        

704

$        

704

$        

~$704

Growth

12%

-2%

-6%

3%

-10%

0%

0%

Other/FX

(12)

$         

22

$          

(17)

$         

4

$             

14

$          

14

$          

~$13

Total Revenues

2,068

$    

2,131

$    

2,072

$    

2,209

$    

2,167

$    

2,304

$    

$2,366-2,403

Growth

12%

3%

-3%

7%

-2%

6%

Recurring Closed Sales

63

$          

82

$          

95

$          

119

$        

113

$        

120

$        

$110-150

Growth

-32%

30%

16%

25%

-5%

6%

($ in millions)

Forecast

Event-Driven Fee Revenues

(a)

FY07

FY08

FY09

FY10

FY11

FY12

FY13

Mutual Fund Proxy

79

$          

92

$          

55

$          

150

$        

39

$          

28

$          

27

$                  

Mutual Fund Supplemental

51

$          

49

$          

58

$          

48

$          

44

$          

47

$          

46

$                  

Contest/ Specials/ Other Communications

73

$          

59

$          

67

$          

59

$          

52

$          

57

$          

56

$                  

Total Event-Driven Fee Revenues

203

$        

200

$        

180

$        

257

$        

135

$        

132

$        

129

$              

Growth

33%

-1%

-10%

43%

-47%

-2%

Recurring Distribution Revenues

(b)

593

$        

580

$        

567

$        

564

$        

573

$        

597

$        

~$597

Growth

6%

-2%

-2%

-1%

2%

4%

ED Distribution Revenues

(b)

228

$        

228

$        

190

$        

217

$        

131

$        

107

$        

~$107

Growth

35%

0%

-17%

14%

-39%

-18%

Total Distribution Revenues

821

$        

808

$        

757

$        

781

$        

704

$        

704

$        

~$704

Growth

12%

-2%

-6%

3%

-10%

0%

(a) Includes reclassification of Pre-sale Fulfillment from event-driven revenues to recurring revenues. 

(b) Includes reclassification of Pre-sale Fulfillment related distribution revenues and Matrix pass-through administrative services from event-driven revenues to recurring revenues. 

21

Reconciliation of Non-GAAP to GAAP Measures

Reconciliation of EPS Guidance

1Q12

1Q13

FY12

FY13 Range

Actual

Actual

Actual

Low

High

Guidance Provided in August 2012 - Diluted EPS (Non-GAAP)

$0.15

$0.15

$1.55

$1.65

$1.75

Acquisition Amortization and Other Costs

$0.03

0.03

$0.12

0.11

0.11

Current Guidance - Diluted EPS (Non-GAAP)

$0.18

$0.18

$1.67

$1.76

$1.86

Acquisition Amortization and Other Costs

($0.03)

($0.03)

($0.12)

(0.11)

(0.11)

Penson Charges, net

$0.00

(0.01)

($0.42)

(0.05)

(0.05)

IBM Migration costs

($0.02)

0.00

($0.12)

0.00

0.00

Restructuring charges

$0.00

0.00

($0.03)

0.00

0.00

Current Guidance - Diluted EPS (GAAP)

$0.13

$0.14

$0.98

$1.60

$1.70

Reconciliation of EBT Guidance

(a)

1Q12

1Q13

FY12

FY13 Range

($ in millions)

Actual

Actual

Actual

Low

High

Guidance Provided in August 2012 - Total EBT (Non-GAAP)

$29

$29

$306

$336

$356

Margin %

6.2%

5.9%

13.3%

14.2%

14.8%

Acquisition Amortization and Other Costs

$6

$6

$25

$22

$22

Current Guidance - Total EBT (Non-GAAP)

$36

$35

$331

$358

$378

Margin %

7.5%

7.0%

14.4%

15.1%

15.7%

Acquisition Amortization and Other Costs

($6)

($6)

($25)

($22)

($22)

Penson Charges, net

$0

($1)

($74)

($10)

($10)

IBM Migration costs

($3)

$0

($25)

$0

$0

Restructuring charges

$0

$0

($7)

$0

$0

Total EBT (GAAP)

$26

$29

$201

$326

$346

Margin %

5.5%

5.8%

8.7%

13.8%

14.4%

(a) Amounts in this table may not sum to totals due to rounding.

Three Months

Ended

September 2012

Low

High

Free

Cash

Flow

(Non-GAAP):

Net earnings from continuing operations (GAAP)

18

$                          

205

$                

218

$             

Depreciation and amortization (includes other LT assets)

25

95

105

Stock-based compensation expense

5

31

31

Other

(1)

(5)

5

Subtotal

47

326

359

Working capital changes

(49)

(15)

(15)

Long-term assets & liabilities changes

(14)

(60)

(50)

Net cash flow (used in) provided by continuing operating activities

(16)

251

294

Cash Flows From Investing Activities

Capital expenditures & software purchases

(8)

(55)

(45)

Free cash flow (

Non-GAAP)

(24)

$                         

196

$                

249

$             

(a) Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.

Free Cash Flow -Non-GAAP

Unaudited

($ millions)

FY13 Range(a)

22

ICS Key Segment Revenue Stats

RC= Recurring

ED= Event-Driven

In millions

Fee Revenues

1Q12

1Q13

Type

Proxy

Equities

23.6

$       

25.6

$       

RC

Stock Record Position Growth

1%

-4%

Pieces

20.4

20.3

Mutual Funds

5.2

$         

6.5

$         

ED

Pieces

6.4

8.2

Contests/Specials

3.3

$         

3.0

$         

ED

Pieces

3.7

2.7

Total Proxy

32.1

$       

35.1

$       

Total Pieces

30.5

31.2

Notice and Access Opt-in %

54%

48%

Suppression %

54%

56%

Interims

Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses)

25.5

$       

31.8

$       

RC

Position Growth

9%

9%

Pieces

131.9

150.7

Mutual Funds (Supplemental Prospectuses) & Other

10.6

$       

14.7

$       

ED

Pieces

59.3

75.4

Total  Interims

36.1

$       

46.5

$       

Total Pieces

191.2

226.1

Transaction

Transaction Reporting/Customer Communications

37.4

$       

40.6

$       

RC

Reporting

Fulfillment

Fulfillment (a)

31.4

$       

33.2

$       

RC

Other

Other -

Recurring (b)

25.5

$       

25.8

$       

RC

Communications

Other -

Event-Driven (c)

8.3

$         

8.1

$         

ED

Total Other

33.8

$       

33.9

$       

Total Fee Revenues

170.8

$     

189.3

$      

Total Distribution Revenues (d)

142.2

$     

150.2

$      

Total Revenues as reported -

GAAP

313.0

$     

339.5

$      

FY13 Ranges

Low

High

Total RC Fees

143.4

$     

157.0

$      

862

$    

874

$    

% RC Growth

20%

9%

8%

10%

Total ED Fees

27.4

$       

32.3

$       

129

$    

129

$    

Low

High

Sales

(FY'13

RCclosedsales

range$50-70M,

FY'12

RCclosesales

$72M)

2%

3%

3%

3%

Losses

-1%

-1%

-1%

-1%

Net New Business

1%

2%

2%

2%

Internal growth

2%

2%

2%

2%

Recurring (Excluding Acquisitions)

3%

4%

4%

4%

Acquisitions

6%

0%

0%

0%

Total Recurring

9%

4%

4%

4%

Event-Driven

0%

2%

0%

0%

Distribution

3%

2%

0%

0%

TOTAL

12%

8%

4%

4%

(a) Consolidated Pre-sale and Post-sale Fulfillment and reclassified Pre-sale from event-driven to recurring revenues.

(b) Other Recurring Fee Revenue includes Matrix, New River, StockTrans, Access Data, Forefield and Tax Reporting.

(c) Other Event-Driven includes 1.6M pieces for 1Q12, 1.8M for 1Q13, primarily related to corporate actions.

(d) Total Distribution revenues primarily include pass-through revenues related to the physical mailing of Proxy and Interims, as well as Matrix administrative services.

Note: Certain prior period amounts have been reclassified to conform with current period presentation.

Key

Revenue

Drivers

23

SPS and Outsourcing Key Segment Revenue Stats

RC= Recurring

ED= Event-Driven

In millions

1Q12

1Q13

Type

Equity

Transaction-Based

Equity Trades

(a)

36.4

$     

30.0

$     

RC

Internal Trade Volume

1,013

821

Internal Trade Growth

20%

-19%

Trade Volume (Average Trades per Day in '000)

1,020

828

Non-Transaction

Other Equity Services

80.4

82.1

RC

Total Equity

116.8

$   

112.1

$   

Fixed Income

Transaction-Based

Fixed Income Trades (a)

13.5

$     

13.9

$     

RC

Internal Trade Volume

292

293

Internal Trade Growth

11%

0%

Trade Volume (Average Trades per Day in '000

292

295

Non-Transaction

Other Fixed Income Services

10.7

$     

11.5

$     

RC

Total Fixed Income

24.2

$     

25.4

$     

Outsourcing

Outsourcing

17.4

$     

16.5

$     

RC

# of Clients

12

16

Total Net Revenue as reported -

GAAP

158.4

$   

153.9

$   

FY13 Ranges

Low

High

Sales (FY13 RC closed sales range $60-$80M. FY12 RC closed sales $48M)

5%

3%

6%

8%

Losses

-1%

-1%

-2%

-2%

Key

Net New Business

4%

2%

4%

6%

Revenue

Transaction & Non-transaction

6%

-5%

-1%

1%

Drivers

Concessions

-1%

-3%

-4%

-4%

Internal growth

5%

-8%

-5%

-3%

Acquisitions

3%

3%

1%

1%

TOTAL

12%

-3%

0%

4%

24

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,

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.

Specials

-

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

news

letters,

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.