8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2014

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 May 9, 2014, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended March 31, 2014. On May 9, 2014, the Company also posted an Earnings Webcast & Conference Call Presentation dated May 9, 2014 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 third quarter ended March 31, 2014 that 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.

Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press release dated May 9, 2014.
99.2	Earnings Webcast & Conference Call Presentation dated May 9, 2014.

SIGNATURES

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

Dated: May 9, 2014

BROADRIDGE FINANCIAL SOLUTIONS, INC.
By:	/s/ Michael Liberatore
Name:	Michael Liberatore
Title:	Acting Principal Financial Officer

EX-99.1

Exhibit 99.1

BROADRIDGE REPORTS THIRD QUARTER 2014 RESULTS

Announces Record YTD Revenue and EPS

Reaffirms Full Year Guidance

LAKE SUCCESS, N.Y., May 9, 2014 – Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the third quarter of its fiscal year 2014. Results for the three months ended March 31, 2014 compared with the same period last year were as follows:

• Recurring fee revenues increased 9% to $387 million from $356 million

• Total revenues increased 5% to $606 million from $577 million

• Non-GAAP Net earnings increased 11% to $55 million from $50 million

• GAAP Net earnings increased 17% to $51 million from $43 million

• Non-GAAP Diluted earnings per share increased 13% to $0.44 from $0.39

• GAAP Diluted earnings per share increased 17% to $0.41 from $0.35

Richard J. Daly, President and Chief Executive Officer, commented, “Our performance reflects the consistent, successful execution of our growth strategy and was primarily driven by our strong recurring revenue, including Net New Business gains in both business segments and ongoing favorable market-based activities. During the quarter, we introduced new product solutions, won additional clients, and continued to drive efficiencies through our operations. As evidenced by our exceptional client revenue retention rate, we are a trusted business partner. Our sales pipeline is robust and growing, and we anticipate closing at least one large transaction this fiscal year. The momentum in both business segments helped us deliver record financial results for the quarter and year to date, giving us the confidence to anticipate achieving the upper half of our revenue and EPS guidance ranges.”

Mr. Daly concluded, “With the full year headed towards strong record results, our long term confidence continues to grow regarding Broadridge’s value creation opportunities. Driven by the demand for our solutions coupled with favorable market-based activities and increased investments aligned with the trends of digitalization, cost mutualization, and intelligence from our unique data, we believe both business segments are well positioned to drive consistent growth and performance in the future. We believe Broadridge is on track to achieve our goal of top quartile stockholder returns for years to come.”

Financial Results for Third Quarter Fiscal Year 2014

For the third quarter of fiscal year 2014, revenues increased 5% to $606 million, as compared to $577 million for the prior year period. The increase was driven by higher recurring fee revenues of approximately $32 million, or 9%, as a result of Net New Business (defined as recurring revenue closed sales less client losses) and internal growth factors. GAAP Pre-tax margins were 12.7% compared to 11.7% for the previous fiscal year, primarily due to higher revenues and operating leverage coupled with the positive impact of improved productivity from strategic initiatives. Non-GAAP Pre-tax margins were 13.7% as compared to 13.4% for the same period last year.

For the third quarter of fiscal year 2014, GAAP Net earnings increased 17% to $51 million, as compared to $43 million for the prior year period, primarily due to higher revenues and operating leverage coupled with the positive impact of improved productivity from strategic initiatives. Non-GAAP Net earnings were $55 million compared to $50 million for the same period last year. GAAP Diluted earnings per share increased to $0.41 per share, compared to $0.35 per share in the third quarter of fiscal year 2013. Non-GAAP Diluted earnings per share were $0.44 compared to $0.39 per share for the same period last year. Acquisition Amortization and Other Costs decreased GAAP Diluted earnings per share by $0.03 and $0.02 for the three months ended March 31, 2014 and 2013, respectively.

In addition, during the third quarter, the Company repurchased approximately 0.5 million shares of Broadridge common stock at an average price of approximately $38.19 per share.

Analysis of Third Quarter Fiscal Year 2014

Investor Communication Solutions

Revenues for the Investor Communication Solutions segment increased $26 million, or 6%, to $430 million for the third quarter of fiscal year 2014 compared to $404 million for the third quarter of fiscal year 2013. Higher recurring fee revenues contributed $23 million and higher distribution revenues contributed $2 million to the increase in revenues. The positive contribution from recurring fee revenues was driven primarily by Net New Business and higher internal growth from market-based activities. Pre-tax margins increased by 0.3 percentage points to 12.9% as a result of higher recurring fee revenues.

Securities Processing Solutions

Revenues for the Securities Processing Solutions segment increased $8 million, or 5%, to $178 million for the third quarter of fiscal year 2014 compared to $170 million for the third quarter of fiscal year 2013. The increase was the result of higher Net New Business and internal growth as a result of an increase in equity trade volumes. Pre-tax margins increased by 4.3 percentage points to 21.2% as a result of operating leverage and improved productivity from strategic initiatives.

Other

Pre-tax loss increased by $4 million in the third quarter of fiscal year 2014, primarily due to higher interest expense on our Long-term borrowings and an executive separation payment.

Financial Results for Year-to-Date Fiscal Year 2014

For the nine months ended March 31, 2014, revenues increased $106 million, or 7%, to $1,672 million, compared to $1,566 million for the comparable period last year. The increase was driven by a positive contribution from recurring fee revenues of approximately $92 million including Net New Business, higher distribution revenues of $14 million and higher event-driven fee revenues of $9 million. Fluctuations in foreign currency exchange rates negatively impacted revenues by $9 million. GAAP Pre-tax margins of 11.3% increased as compared to 7.7% for the previous fiscal year, primarily due to higher revenues and operating leverage coupled with the positive effect of improved productivity from strategic initiatives. Non-GAAP Pre-tax margins of 12.4% increased as compared to 9.3% for the same period last year.

For the nine months ended March 31, 2014, GAAP Net earnings increased $45 million, or 58%, to $123 million, compared to $78 million for the comparable period last year. Non-GAAP Net earnings were $134 million compared to $94 million in the prior year period. GAAP Diluted earnings per share increased to $0.99 per share compared to $0.62 per share for the comparable period last year. Non-GAAP Diluted earnings per share were $1.08 per share compared to $0.74 per share for the comparable period last year. Acquisition Amortization and Other Costs decreased GAAP Diluted earnings per share by $0.09 and $0.08, respectively, for both the nine months ended March 31, 2014 and 2013.

During the first nine months of fiscal year 2014, recurring revenue closed sales increased 5% to $62 million from last year’s comparable period. Free cash flow was $143 million. Year to date, the Company repurchased approximately 0.9 million shares of Broadridge common stock under its stock repurchase plan at an average price of approximately $36.05 per share. As of March 31, 2014, approximately 5.7 million shares remain available for purchase under the stock repurchase plan.

Fiscal Year 2014 Financial Guidance

The Company is reaffirming its revised full year guidance that was provided in February 2014 with an expectation that revenue and earnings per share results will fall within the upper half of the guidance ranges. The Company anticipates:

• Recurring revenue growth in the range of 7% to 8%, and total revenue growth in the range of 4% to 5%

• Non-GAAP Pre-tax margins in the range of 16.4% to 17.0 %, and GAAP Pre-tax margins in the range of 15.5% to 16.1%

• Non-GAAP Diluted earnings per share in the range of $2.15 to $2.25, and GAAP Diluted earnings per share in the range of $2.03 to $2.13, based on diluted weighted-average shares outstanding of approximately 124 million shares

• Free cash flow in the range of approximately $275 million to $325 million

• Recurring revenue closed sales in the range of $110 million to $150 million

The Non-GAAP Pre-tax margins and diluted earnings per share guidance ranges exclude the projected impact of Acquisition Amortization and Other Costs. Our guidance does not take into consideration the effect of any future acquisitions, additional debt or share repurchases.

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Explanation of the Company’s Use of 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. 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. In addition, Broadridge believes this Non-GAAP information helps investors understand the effect of these items on reported results and provides a better representation of the Company’s performance. Accompanying this release is a reconciliation of these Non-GAAP measures to the comparable GAAP measures.

Net earnings, Diluted earnings per share and Pre-tax margins excluding the impact of Acquisition Amortization and Other Costs and Restructuring Charges are Non-GAAP measures. Our fiscal year 2014 Non-GAAP results exclude the impact of Acquisition Amortization and Other Costs, and our fiscal year 2013 Non-GAAP results exclude the impact of Acquisition Amortization and Other Costs and Restructuring Charges. The Company expects to incur certain restructuring and reorganization costs during fiscal year 2014 as part of its normal business operations and may adjust its GAAP earnings results to the extent such restructuring and reorganization costs are significant. To date, the Company has incurred $1.2 million in such costs and deems these costs to be part of our normal business operations. Free cash flow is a Non-GAAP measure and is defined by the Company as cash flow from operating activities, less capital expenditures and purchases of intangibles.

Acquisition Amortization and Other Costs

Acquisition Amortization and Other Costs represent amortization charges associated with intangible asset values as well as other transaction costs associated with the Company’s acquisitions. Acquisition Amortization and Other Costs are recorded in our Cost of revenues in the Condensed Consolidated Statements of Earnings for the three and nine months ended March 31, 2014 and 2013, respectively.

Restructuring Charges

For the three and nine months ended March 31, 2013, there were $4 million and $8 million, respectively, in pre-tax charges primarily related to severance costs resulting from the termination of the outsourcing services agreement between the Company and Penson Worldwide, Inc. These charges were recorded in our Other segment and Cost of revenues in the Condensed Consolidated Statements of Earnings for the three and nine months ended March 31, 2013.

Earnings Conference Call

An analyst conference call will be held today, Friday, May 9, 2014 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. The presentation will also be available to download and print approximately one hour before the webcast. Broadridge’s news releases, current financial information, SEC filings and Investor Relations presentations are accessible on the same website.

About Broadridge

Broadridge Financial Solutions, Inc. (NYSE:BR) is the leading provider of investor communications and technology-driven solutions for broker-dealers, banks, mutual funds and corporate issuers globally. Broadridge’s investor communications, securities processing and business process outsourcing solutions help clients reduce their capital investments in operations infrastructure, allowing them to increase their focus on core business activities. With over 50 years of experience, Broadridge’s infrastructure underpins proxy voting services for over 90% of public companies and mutual funds in North America, and processes more than $5 trillion in fixed income and equity trades per day. Broadridge employs approximately 6,400 full-time associates in 13 countries. 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 such as “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 2014 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

3

Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (the “2013 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 2013 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 Broadridge’s clients or the investor communication services provided by Broadridge; declines in participation and activity in 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; a disaster or other significant slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; overall market and economic conditions and their impact on the securities markets; 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.

Managing Director, Head of Investor Relations

(516) 472-5491

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended March 31,				Nine Months Ended March 31,
	2014		2013		2014		2013
Revenues	$	606.3	$	576.7	$	1,672.1	$	1,565.7
Cost of revenues		427.6		426.2		1,210.2		1,203.8
Selling, general and administrative expenses		95.6		79.0		255.1		229.1
Other expenses, net		6.2		3.8		17.9		11.8
Total expenses		529.4		509.0		1,483.2		1,444.7
Earnings before income taxes		76.9		67.7		188.9		121.0
Provision for income taxes		26.1		24.3		66.1		43.5
Net earnings	$	50.8	$	43.4	$	122.8	$	77.5
Basic earnings per share	$	0.42	$	0.36	$	1.03	$	0.63
Diluted earnings per share	$	0.41	$	0.35	$	0.99	$	0.62
Weighted-average shares outstanding:
Basic		119.7		121.2		119.3		122.4
Diluted		124.8		125.0		124.0		125.9
Dividends declared per common share	$	0.21	$	0.18	$	0.63	$	0.54

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

	March 31, 2014			June 30, 2013
Assets
Current assets:
Cash and cash equivalents	$	244.4		$	266.0
Accounts receivable, net of allowance for doubtful accounts of $3.3 and $3.7, respectively		426.3			442.4
Other current assets		143.5			98.6
Total current assets		814.2			807.0
Property, plant and equipment, net		87.2			80.9
Goodwill		854.7			778.4
Intangible assets, net		137.0			120.6
Other non-current assets		236.8			231.3
Total assets	$	2,129.9		$	2,018.2
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	124.8		$	143.1
Accrued expenses and other current liabilities		220.6			277.2
Deferred revenues		148.3			49.2
Total current liabilities		493.7			469.5
Long-term debt		524.1			524.5
Deferred taxes		58.2			71.2
Deferred revenues		57.3			40.2
Other non-current liabilities		97.7			96.8
Total liabilities		1,231.0			1,202.2
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none		—			—
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 154.5 and 154.5 shares, respectively; outstanding, 119.9 and 119.0 shares, respectively		1.6			1.6
Additional paid-in capital		812.1			783.0
Retained earnings		858.9			811.3
Treasury stock, at cost: 34.6 and 35.5 shares, respectively		(781.5	)		(784.1	)
Accumulated other comprehensive income		7.8			4.2
Total stockholders’ equity		898.9			816.0
Total liabilities and stockholders’ equity	$	2,129.9		$	2,018.2

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Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

	Revenues
	Three Months Ended March 31,						Nine Months Ended March 31,
	2014			2013			2014			2013
Investor Communication Solutions	$	430.3		$	404.2		$	1,152.4		$	1,070.5
Securities Processing Solutions		177.9			169.6			520.7			487.3
Other		—			0.1			—			0.1
Foreign currency exchange		(1.9	)		2.8			(1.0	)		7.8
Total	$	606.3		$	576.7		$	1,672.1		$	1,565.7
	Earnings (Loss) before Income Taxes
	Three Months Ended March 31,						Nine Months Ended March 31,
	2014			2013			2014			2013
Investor Communication Solutions	$	55.5		$	50.8		$	117.1		$	94.5
Securities Processing Solutions		37.8			28.7			104.1			58.1
Other		(20.0	)		(15.9	)		(45.3	)		(42.9	)
Foreign currency exchange		3.6			4.1			13.0			11.3
Total	$	76.9		$	67.7		$	188.9		$	121.0

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Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

(In millions, except per share amounts)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2014			2013			2014			2013
Adjusted net earnings before income taxes (Non-GAAP)	$	83.3		$	77.2		$	206.7		$	146.1
Acquisition Amortization and Other Costs		(6.4	)		(5.7	)		(17.8	)		(17.0	)
Restructuring Charges		—			(3.8	)		—			(8.1	)
Earnings before income tax (GAAP)	$	76.9		$	67.7		$	188.9		$	121.0
Adjusted Pre-tax margins (Non-GAAP)		13.7	%		13.4	%		12.4	%		9.3	%
Pre-tax margins (GAAP)		12.7	%		11.7	%		11.3	%		7.7	%
	Three Months Ended March 31,						Nine Months Ended March 31,
	2014			2013			2014			2013
Adjusted net earnings (Non-GAAP)	$	55.1		$	49.5		$	134.4		$	93.6
Acquisition Amortization and Other Costs, net of taxes		(4.3	)		(3.7	)		(11.6	)		(10.9	)
Restructuring Charges, net of taxes		—			(2.4	)		—			(5.2	)
Net earnings (GAAP)	$	50.8		$	43.4		$	122.8		$	77.5
	Three Months Ended March 31,						Nine Months Ended March 31,
	2014			2013			2014			2013
Adjusted diluted earnings per share (Non-GAAP)	$	0.44		$	0.39		$	1.08		$	0.74
Acquisition Amortization and Other Costs, net of taxes		(0.03	)		(0.02	)		(0.09	)		(0.08	)
Restructuring Charges, net of taxes		—			(0.02	)		—			(0.04	)
Diluted earnings per share (GAAP)	$	0.41		$	0.35		$	0.99		$	0.62

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Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

EBIT Reconciliation

(In millions)

	Q3 YTD FY14			FY14 Guidance Range
	Actuals			Low			High
Adjusted EBIT (Non-GAAP)	$	207		$	417		$	437
Acquisition Amortization and Other Costs		18			23			23
Interest and Other		(18	)		(25	)		(25	)
Total Adjusted EBT (Non-GAAP)		207			414			434
Acquisition Amortization and Other Costs		(18	)		(23	)		(23	)
Restructuring Charges		—			—			—
Total EBT (GAAP)	$	189		$	392		$	412
Adjusted EBIT margins (Non-GAAP)		12.4	%		16.5	%		17.1	%
Adjusted EBT margins (Non-GAAP)		12.4	%		16.4	%		17.0	%
EBT margins (GAAP)		11.3	%		15.5	%		16.1	%

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 2014 Guidance

(In millions, except per share amounts)

	FY14 Guidance Range (a)
	Low			High
Adjusted Earnings before income taxes (Non-GAAP)	$	414		$	434
Acquisition Amortization and Other Costs		(23	)		(23	)
Earnings before income taxes (GAAP)	$	392			412
Adjusted Pre-tax margins (Non-GAAP)		16.4	%		17.0	%
Pre-tax margins (GAAP)		15.5	%		16.1	%
	FY14 Guidance Range (a)
	Low			High
Adjusted Diluted earnings per share (Non-GAAP)	$	2.15		$	2.25
Acquisition Amortization and Other Costs		(0.12	)		(0.12	)
Diluted earnings per share (GAAP)	$	2.03		$	2.13

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

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Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow

(In millions)

	Q3 YTD FY14			FY14 Guidance Range
	Actuals			Low			High
Net Earnings (GAAP)	$	123		$	252		$	265
Depreciation and amortization (includes other LT assets)		72			100			110
Stock-based compensation expense		25			33			35
Other		(17	)		(5	)		5
Subtotal		203			380			415
Working capital changes		(6	)		(5	)		5
Long-term assets & liabilities changes		(10	)		(35	)		(35	)
Net cash flow provided by operating activities		187			340			385
Cash Flows from Investing Activities
Capital expenditures and software purchases		(44	)		(65	)		(60	)
Free cash flow (Non-GAAP)	$	143		$	275		$	325

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

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EX-99.2

©

2014 Broadridge Financial Solutions, Inc.

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

May 9, 2014

Earnings Webcast & Conference Call

Third Quarter 2014

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, and which may be identified by the use of words such as “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 2014 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, 2013 (the “2013 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 presentation and are expressly qualified in their entirety by reference to the factors discussed in the 2013 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 Broadridge’s clients or the investor communication services provided by Broadridge; declines in participation and activity

in 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; a disaster or other significant

slowdown or failure of Broadridge’s systems or error in the performance of Broadridge’s services; overall market and economic

conditions and their impact on the securities markets; 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.

Explanation of the Company’s Use of 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. 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.  In addition, Broadridge believes this Non-GAAP

information helps investors understand the effect of these items on reported results and provides a better representation of the

Company’s performance.  Accompanying this presentationis a reconciliation of these Non-GAAP measures to the comparable

GAAP measures.

Use of Material Contained Herein

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2

Today’s Agenda

Opening Remarks

Rich Daly, President and CEO

Third Quarter and YTD 2014

Michael Liberatore,

Highlights and Segment Results

Acting Principal Financial Officer

Summary

Rich Daly, President and CEO

Q&A

Rich Daly, President and CEO

Michael Liberatore,

Acting Principal Financial Officer

Closing Remarks

Rich Daly, President and CEO

3

Key Messages

Record results combined with strategic momentum

Strong

results

led

by

Net

New

Business

(recurring

revenue

closed

sales

less

client

losses)

Market conditions remain favorable

Executing on our growth strategy including investing in our future growth

Reaffirming FY14 guidance; anticipating the upper half of

revenue and EPS guidance ranges

Momentum

in

both

businesses

and

record

results

enable

us

to

have

increased

confidence as we begin to set targets for FY15

Growing confidence in delivering sustainable top quartile

stockholder returns

Solid execution in both segments, Emerging and Acquired (E&A) product solutions

growth, and record financial results

Expecting current favorable market-based activities to continue

Growing and robust recurring revenue sales pipeline

Increasing investments aligned with the three macro trends

Strong

free

cash

flow

generation

providing

for

effective

capital

stewardship

4

Financial Highlights

Strong Revenue Growth

Q3 recurring revenues were up 9% (YTD up 9%) and total revenues were up 5% (YTD up 7%)

Primarily due to Net New Business and internal growth

Record Q3 and YTD EPS

Q3 Non-GAAP diluted Earnings Per Share (EPS) of $0.44 was up 13% (YTD $1.08 up 46%)

Q3 GAAP diluted EPS of $0.41 was up 17% (YTD $0.99 up 60%)

Primarily due to increased revenues and operating leverage coupled with improved productivity

Completed the acquisition of Emerald Connect

Will be integrated with Broadridge’s Forefield solutions to create industry’s leading financial advisor

client communication solutions

Emerald Connect acquisition expected to be accretive in FY15

Reaffirming FY14 guidance. Revenue and EPS expected to be in the

upper half of guidance ranges

7-8% recurring revenue growth (4-5% total revenue growth)

$2.15-2.25 Non-GAAP diluted EPS ($2.03-2.13 GAAP diluted EPS)

•

Mid-point of expected EPS ranges suggests Non-GAAP diluted EPS growth of 17% and

GAAP diluted EPS growth of 23%

Free cash flow of $300M (at mid-point of range)

Increasing investments in solutions aligned with three macro trends to $33M from $28M

Closed Sales Performance

YTD recurring revenue closed sales up 5%

Recurring revenue closed sales were $62M compared to $58M in

the prior year (Q3 sales were flat year over year ~$24M)

No large transactions of $5M or greater

Sales pipeline remains robust and is growing

Building momentum across both segments and progress on

pending large transactions

Reaffirming FY14 recurring revenue closed sales guidance

of $110-150M

Achievement of this range requires closing $20-40M of large

transactions of $5M or greater

Expecting to close at least one large transaction and would be

disappointed if this did not occur by year end

5

6

Key Financial Drivers

3Q

3Q YTD

Actual

FY14

FY14

FY14

FY13

Range

Growth Drivers as a % of Recurring Revenue

Closed Sales 

7%

7%

6%

7%

Client Losses

(3%)

(3%)

(1%)

(3%)

Net New Business

4%

4%

5%

4%

Internal Growth

(a)

4%

4%

(1%)

2-3%

Organic Growth

8%

8%

4%

6-7%

Acquisitions

1%

1%

0%

1%

Total Recurring Revenue Growth

9%

9%

4%

7-8%

Growth Drivers as a % of Total Revenue

Recurring Revenue

6%

6%

3%

4-5%

Event-Driven

(b)

0%

1%

1%

0%

Distribution

(c)

0%

1%

2%

0%

FX/Other

(1%)

(1%)

0%

  0%

Total Revenue Growth

5%

7%

6%

4-5%

EBIT Margin 

13.7%

12.4%

14.8%

16.5-17.1%

EPS 

$0.44 

$1.08 

$1.88 

$2.15-2.25

(a) Internal Growth includes SPS Equity & Fixed Income Trades, ICS Equity & Mutual Fund Stock Record Growth, Transaction Reporting, Fulfillment, and Time & Materials

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

(c) Distribution includes pass-through fees from Matrix

(Recurring)

(Non-GAAP)

(Non-GAAP)

7

Segment Results & Forecast –

Investor Communication Solutions

Recurring/Growth

Revenue/Growth

EBIT/Growth

Margin/Growth

Q3:

$209M /13%

$430M / 6%

$56M / 9%

12.9% / 30 bps

YTD:

$555M / 12%

$1,152M / 8%

$117M / 24%

10.2% / 140 bps

FY14:

$923 to $931M / 8 to 9%

$1,832 to $1,848M / 4 to 5%

$335 to $344M / 11 to 14%

18.3% to 18.6% /110 - 140bps

Reaffirming FY14 recurring revenue growth guidance of 8 to 9%

Approaching upper half of recurring revenue range due to Net New Business

(led by E&A product solutions) and the inclusion of Emerald Connect

acquisition

•

Q3 and full year current market-based activity in line with expectations

•

Recurring revenue closed sales on track and maintaining strong client revenue

retention rate of 99%

•

Emerald Connect to be Non-GAAP EPS neutral in FY14 and expected to be

accretive thereafter

Event-driven and distribution revenue in line with expectations

Expected margin contribution of 110-140bps is inclusive of $12M of

investments aligned with the three macro trends

(Non-GAAP)

(Non-GAAP)

(Non-GAAP)

8

Reaffirming full year revenue range of 4 to 5% growth approaching the

upper half of the range

Q3 and YTD revenues increased due to Net New Business and higher

trade activity

Strong margin expansion driven by operating leverage and expected

productivity improvements

Recurring revenue closed sales of $10M for Q3 ($22M YTD) and

reaffirming guidance of $30-40M for FY14

Revenue/Growth

EBIT/Growth

Margin/Growth

Q3:

$178M / 5%

$38M / 32%

21.2% / 430 bps

Q3 YTD:

$521M / 7%

$104M / 79%

20.0% / 810 bps

FY14:

$687 to 695M / 4 to 5%

$117 to 125M / 38 to 47%

17.0% to 18.0% / 410 to 510 bps

Segment Results & Forecast –

Securities Processing Solutions

(Non-GAAP)

(Non-GAAP)

9

Closing Summary

Record YTD revenue and EPS results.  FY14 revenue and

EPS expected to be in the upper half of the guidance

ranges

Confidence in our business is higher than it has ever been

Building momentum from sales pipeline growth, E&A product solutions, and

favorable market-based activities

Continued strong client revenue retention rate 

Broadridge value creation plan expected to generate top

quartile stockholder returns for years to come

Top and bottom line contribution from both business segments

Ability to increase investments aligned with the three macro trends

Strong free cash flow generation providing for effective capital

stewardship

10

Q&A

There are no slides during this portion of the presentation

11

Closing Comments

There are no slides during this portion of the presentation

12

Appendix

Segment Results & Forecast –

Other & Foreign Exchange (FX)

Corporate

Expenses:

YTD

results

are

in

line

with

full

year

guidance

range and include executive separation agreement expenses and

strategic investments

Interest

Expense,

net:

Reflects

higher

interest

rate

from

previous

year

due to refinancing of term loan with senior fixed-rate notes

YTD

3Q14

3Q14

Low

High

Corporate Expenses

$(14)M

$(28)M

$(51)M

$(49)M

Interest Expense, net

$(6)M

$(18)M

$(25)M

$(25)M

FX - P&L - Revenue

$(2)M

$(1)M

$10M

$10M

                  - EBIT

$4M

$13M

$16M

$16M

                  - Transaction Activity

$0M

$1M

$1M

$1M

FY14 Range

13

14

Broadridge Q3 and YTD FY14

Revenue

FY13

FY14

FY13

FY14

FY13

FY14

FY13

FY14

Q3

Q3

Q3 YTD

Q3 YTD

Q3

Q3

Q3 YTD

Q3 YTD

$404

$430

$1,071

$1,152

$51

$56

$95

$117

8%

6%

7%

8%

12.6%

12.9%

8.8%

10.2%

$170

$178

$487

$521

$29

$38

$58

$104

0%

5%

0%

7%

16.9%

21.2%

11.9%

20.0%

$574

$608

$1,558

$1,673

$80

$93

$153

$221

6%

6%

4%

7%

13.9%

15.4%

9.8%

13.2%

$0

($0)

$0

($0)

($8)

($14)

($23)

($28)

$3

($2)

$8

($1)

$4

$4

$10

$14

$577

$606

$1,566

$1,672

$75

$83

$140

$207

5%

5%

4%

7%

13.0%

13.7%

8.9%

12.4%

($4)

($6)

($11)

($18)

$6

$6

$17

$18

$77

$83

$146

$207

13.4%

13.7%

9.3%

12.4%

($28)

($28)

($53)

($72)

35.9%

33.9%

36.0%

35.0%

$50

$55

$94

$134

8.6%

9.1%

6.0%

8.0%

($4)

($4)

($11)

($12)

($2)

$0

($5)

$0

($6)

($4)

($16)

($12)

$43

$51

$78

$123

7.5%

8.4%

5.0%

7.3%

125.0

124.8

125.9

124.0

$0.39

$0.44

$0.74

$1.08

$0.35

$0.41

$0.62

$0.99

(a) FY13 Q3 excludes Restructuring Charges of $4M (after tax $2M, or $0.02 EPS impact). FY13 Q3 YTD excludes Restructuring Charges of $8M (after tax $5M, or $0.04 EPS impact).

(b) Includes impacts of FX P&L and FX transaction activity.

(c) Represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions.

(d) FY13 Q3 excludes Restructuring Charges of $4M (after tax $2M, or $0.02 EPS impact) and Acquisition Amortization and Other Costs of $6M (after tax $4M, or $0.02 EPS impact).

     FY13 Q3 YTD excludes Restructuring Charges of $8M (after tax $5M, or $0.04 EPS impact) and Acquisition Amortization and Other Costs of $17M (after tax $11M, or $0.08 EPS impact).

     FY14 Q3 excludes Acquisition Amortization and Other Costs of $6M (after tax $4M, or $0.03 EPS impact) and FY14 Q3 YTD excludes Acquisition Amortization and Other Costs of $18M (after tax $12M, or $0.09 EPS impact)

(e) FY13 represents transition costs related to termination of the Penson agreement including shutdown costs.

Earnings

ICS

  Growth %  /  Margin %  

SPS

  Growth %  /  Margin %  

Total Segments

Margin %

Other

(a)

FX 

Total Broadridge (Non-GAAP)

(a)

  Growth %  /  Margin %  

Interest & Other

Acquisition Amortization and Other Costs

(c)

Total EBT (Non-GAAP)

(d)

Margin %

Income taxes

Tax Rate

Total Net Earnings (Non-GAAP)

(d)

Margin %

Acquisition Amortization and Other Costs

(c)

Restructuring Charges

(e)

Non-GAAP Items (Net of Taxes)

Total Net Earnings (GAAP)

Margin %

Diluted Shares

Diluted EPS (Non-GAAP)

(d)

Diluted EPS (GAAP)

(b)

15

Revenue

Earnings

FY13

FY14 Range

FY13

FY14 Range

Actual

Low

High

($ in millions)

Actual

Low

High

$1,760 

$1,832 

$1,848 

ICS

$302 

$335

$344

8%

4%

5%

  Growth %  /  Margin % 

17.2%

18.3%

18.6%

$661 

$687 

$695 

SPS

$85 

$117

$125

1%

4%

5%

  Growth %  /  Margin % 

12.9%

17.0%

18.0%

$2,421 

$2,519 

$2,544 

Total Segments

$387 

$452

$470

6%

4%

5%

Margin %

16.0%

17.9%

18.5%

$0 

$0 

$0 

Other

(a)

($44)

($51)

($49)

$10 

$10 

$10 

FX

(b)

$15 

$17

$17

$2,431 

$2,529 

$2,554 

Total Broadridge (Non-GAAP)

(a)

$359 

$417

$437

6%

4%

5%

  Growth %  /  Margin % 

14.8%

16.5%

17.1%

Interest & Other

($15)

($25)

($25)

Acquisition Amortization and Other Costs

(c )

$24 

$23

$23

Total EBT (Non-GAAP)

(d)

$367 

$414

$434

Margin %

15.1%

16.4%

17.0%

Income taxes

($131)

($148)

($155)

Recurring Closed Sales

Tax Rate

35.7%

35.7%

35.7%

FY14 Range

Segments

Low

High

Total Net Earnings (Non-GAAP)

(d)

$236 

$266

$279

ICS (<$5M)

$60

$70

Margin %

9.7%

10.5%

10.9%

SPS (<$5M)

$30

$40

Large Deals ( >$5M)

$20

$40

Acquisition Amortization and Other Costs

(c )

($15)

($15)

($15)

Total

$110

$150

Restructuring Charges

(e)

($9)

$0

$0

Non-GAAP Items (Net of Taxes)

($24)

($15)

($15)

Total Net Earnings (GAAP)

$212 

$252

$265

Margin %

8.7%

10.0%

10.4%

Diluted Shares

125 

124

124

Diluted EPS (Non-GAAP)

(d)

$1.88 

$2.15

$2.25

Diluted EPS (GAAP)

$1.69 

$2.03

$2.13

Broadridge FY14 Guidance

(a) FY13 excludes Restructuring and Impairment Charges, net of $20M (after tax $13M, or $0.10 EPS impact).

(b) Includes impacts of FX P&L and FX Transaction Activity.

(c) Represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions.

(d) FY13 excludes Acquisition Amortization and Other Costs of $24M (after tax $15M or $0.12 EPS impact), Restructuring Charges of $20M (after tax $13M, or $0.10 EPS

impact) and a one time tax credit of $4M (or $0.03 EPS impact). FY14 guidance excludes Acquisition Amortization and Other Costs of $23M (after tax $15M or $0.12 EPS

impact).

(e) FY13 represents transition costs related to termination of the Penson agreement including shutdown costs, a one-time cost to restructure and outsource certain processing

related to our decktop applications and one-time tax credit.

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

16

Cash Flow –YTD FY14 Results and FY14 Forecast

Nine Months

Ending

Round

March 2014

Low

High

Free Cash Flow

(Non-GAAP)

:

Round

Net earnings from operations (GAAP)

122.8

$

123

$                          

252

$        

265

$        

Depreciation and amortization (includes other LT assets)

71.8

72

100

110

Stock-based compensation expense

25.0

25

33

35

Other

(16.4)

(17)

(5)

5

Subtotal

203.2

203

380

415

Working capital changes

(5.4)

(6)

(5)

5

Long-term assets & liabilities changes

(10.4)

(10)

(35)

(35)

Net cash flow (used in) provided by operating activities

187.4

187

340

385

Cash Flows From Investing Activities

Capital expenditures and software purchases

(43.7)

(44)

(65)

(60)

Free cash flow (Non-GAAP)

143.7

$

143

$                          

275

$        

325

$        

Cash Flows From Other Investing and Financing Activities

Acquisitions

(97.1)

(97)

(97)

(97)

Stock repurchases net of options proceeds

(0.8)

(1)

(2)

(2)

Proceeds from borrowing net of debt repayments

(0.5)

(1)

(1)

(1)

Dividends paid

(71.5)

(72)

(96)

(96)

Other

4.6

5

(5)

5

Net change in cash and cash equivalents

(21.6)

(22)

74

134

Cash and cash equivalents, at the beginning of year

266.0

266

266

266

Cash and cash equivalents, at the end of period

244.4

$

244

$                          

340

$        

400

$        

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

Free Cash Flow - Non-GAAP

FY14 Range

(a)

($ millions)

Unaudited

17

Recurring Revenue Closed Sales to Revenue

Contribution

($ in millions)

Closed Sales

Revenue Contribution

(a)

Backlog

(b)

Forecast

Forecast

Forecast

FY14

FY14

FY14

ICS (less than $5M deals)

$60-70

~$45-55

~$60-70

~Contribution to recurring revenue growth

~6%

SPS (less than $5M deals)

$30-40

~$50-55

~$70-90

~Contribution to recurring revenue growth

~8%

Total deals (less than $5M)

$90-110

~$95-110

~$130-160

~Contribution to recurring revenue growth

7-8%

Large Deals ($5M or greater)

$20-40

$0

~$20-40

~Contribution to recurring revenue growth

Total Recurring Revenue Closed Sales

$110-150

~$95-110

~$150-200

~Contribution to recurring revenue growth

7-8%

(a)

Revenue from current year and prior year Closed Sales.

(b)

Closed Sales expected to convert to revenue in future years.

18

Revenues and Closed Sales FY08-FY13

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

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

fee to recurring distribution. 

($ in millions)

CAGR

Forecast

Recurring Fee Revenues

FY08

FY09

FY10

FY11

FY12

FY13

FY08-FY13

FY14

ICS

$         567 

$         594 

$         632 

$         720 

$         798 

$         850 

8%

$923-931 

Growth

7%

5%

6%

14%

11%

7%

8-9%

SPS

$         534 

$         559 

$         536 

$         594 

$         655 

$         661 

4%

$687-695 

Growth

1%

5%

-4%

11%

10%

1%

4-5%

Total Recurring Fee Revenues

$      1,101 

$      1,153 

$      1,168 

$      1,313 

$      1,453 

$      1,511 

7%

$1,609-1,626 

Growth

4%

5%

1%

12%

11%

4%

7-8%

Event-Driven

$         200 

$         180 

$         257 

$         135 

$         132 

$         156 

-5%

$154-157 

Growth

-1%

-10%

43%

-47%

-2%

18%

(1)-1%

Distribution

$         808 

$         757 

$         781 

$         704 

$         704 

$         755 

-1%

$755-760 

Growth

-2%

-6%

3%

-10%

0%

7%

0-1%

Other/FX

$            22 

$         (17)

$              4 

$            14 

$            14 

$            10 

~$10 

Total Revenues

$      2,131 

$      2,072 

$      2,209 

$      2,167 

$      2,304 

$      2,431 

3%

$2,529-2,554 

Growth

3%

-3%

7%

-2%

6%

6%

4-5%

Small (<$5M)

$            65 

$            80 

$            66 

$            66 

$         108 

$         103 

10%

$90-110 

Large (=>$5M)

$            17 

$            15 

$            53 

$            47 

$            12 

$            18 

$20-40 

Recurring Closed Sales

$            82 

$            95 

$         119 

$         113 

$         120 

$         121 

8%

$110-150 

Growth

30%

16%

25%

-5%

6%

0%

-9-+24%

($ in millions)

CAGR

Forecast

Event-Driven Fee Revenues 

FY08

FY09

FY10

FY11

FY12

FY13

FY08-FY13

FY14

Mutual Fund Proxy

$            92 

$            55 

$         150 

$            39 

$            28 

$            43 

-14%

$50-53

Mutual Fund Supplemental

$            49 

$            58 

$            48 

$            44 

$            47 

$            58 

3%

$49 

Contest/ Specials/ Other

Communications

$            59 

$            67 

$            59 

$            52 

$            57 

$            54 

-2%

$55 

Total Event-Driven Fee Revenues

$         200 

$         180 

$         257 

$         135 

$         132 

$         156 

-5%

$154-157

Growth

-1%

-10%

43%

-47%

-2%

18%

1%

Recurring Distribution Revenues 

$         580 

$         567 

$         564 

$         573 

$         597 

$         629 

2%

$639-645 

Growth

-2%

-2%

-1%

2%

4%

5%

2-3%

ED Distribution Revenues 

$         228 

$         190 

$         217 

$         131 

$         107 

$         126 

-11%

~$115 

Growth

0%

-17%

14%

-39%

-18%

17%

(8)%

Total Distribution Revenues

$         808 

$         757 

$         781 

$         704 

$         704 

$         755 

-1%

~$755-760 

Growth

-2%

-6%

3%

-10%

0%

7%

0 -1%

(a)

(b)

(b)

Reconciliation of Non-GAAP to GAAP Measures

Reconciliation of EPS Guidance

3Q13

3Q14

YTD13

YTD14

FY11

FY12

FY13

FY14 Range

Actual

Actual

Actual

Actual

Actual

Actual

Actual

Low

High

Diluted EPS (Non-GAAP)

$0.39

$0.44

$0.74

$1.08

$1.47

$1.67

$1.88

$2.15

$2.25

Acquisition Amortization and Other Costs

($0.02)

($0.03)

($0.08)

($0.09)

($0.10)

($0.12)

($0.12)

($0.12)

($0.12)

Restructuring and Impairment Charges, net

($0.02)

$0.00

($0.04)

$0.00

$0.00

($0.45)

($0.07)

$0.00

$0.00

IBM Migration costs

$0.00

$0.00

$0.00

$0.00

($0.03)

($0.12)

$0.00

$0.00

$0.00

Diluted EPS (GAAP)

$0.35

$0.41

$0.62

$0.99

$1.34

$0.98

$1.69

$2.03

$2.13

Reconciliation of EBT Guidance (a)

3Q13

3Q14

YTD13

YTD14

FY11

FY12

FY13

FY14 Range

($ in millions)

Actual

Actual

Actual

Actual

Actual

Actual

Actual

Low

High

Total EBT (Non-GAAP)

$77

$83

$146

$207

$295

$331

$367

$414

$434

Margin %

13.4%

13.7%

9.3%

12.4%

13.6%

14.4%

15.1%

16.4%

17.0%

Acquisition Amortization and Other Costs

($6)

($6)

($17)

($18)

($19)

($25)

($24)

($23)

($23)

Restructuring and Impairment Charges, net

($4)

$0

($8)

$0

$0

($81)

($20)

$0

$0

IBM Migration costs

$0

$0

$0

$0

($6)

($25)

$0

$0

$0

Total EBT (GAAP)

$68

$77

$121

$189

$270

$201

$323

$392

$412

Margin %

11.7%

12.7%

7.7%

11.3%

12.4%

8.7%

13.3%

15.5%

16.1%

(a) Details may not sum to totals due to rounding

Nine Months

Ending

Round

March 2014

Low

High

Free Cash Flow

Round

Net earnings from operations (GAAP)

122.8

$

123

$                         

252

$       

265

$       

Depreciation and amortization (includes other LT assets)

71.8

72

100

110

Stock-based compensation expense

25.0

25

33

35

Other

(16.4)

(17)

(5)

5

Subtotal

203.2

203

380

415

Working capital changes

(5.4)

(6)

(5)

5

Long-term assets & liabilities changes

(10.4)

(10)

(35)

(35)

Net cash flow (used in) provided by operating activities

187.4

187

340

385

Cash Flows From Investing Activities

Capital expenditures and software purchases

(43.7)

(44)

(65)

(60)

Free cash flow (Non-GAAP)

143.7

$

143

$                         

275

$       

325

$       

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

Free Cash Flow -Non-GAAP

FY14 Range

(b)

($ millions)

Unaudited

19

(Non-GAAP):

ICS Key Segment Revenue Stats

RC= Recurring

ED= Event-Driven

In millions

Fee Revenues

3Q13

3Q14

YTD FY13

YTD FY14

Type

Proxy

Equities

34.0

$            

37.9

$            

84.8

$            

88.3

$            

RC

Stock Record Position Growth

7%

7%

3%

3%

Pieces

27.1

68.1

72.1

0.6

Mutual Funds

7.1

$              

9.5

$              

22.7

$            

36.0

$            

ED

Pieces

13.0

12.1

36.7

48.0

0.6

Contests/Specials

2.3

$              

4.3

$              

7.3

$              

10.9

$            

ED

Pieces

2.2

5.4

6.7

12.2

Total Proxy

43.4

$            

51.7

$            

114.8

$           

135.2

$           

Total Pieces

42.3

48.1

111.5

132.3

Notice and Access Opt-in %

70%

75%

64%

70%

Suppression %

59%

60%

60%

59%

Interims

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

36.6

$            

48.9

$            

99.9

$            

126.7

$           

RC

Position Growth

9%

10%

10%

12%

Pieces

166.9

225.2

470.8

586.2

Mutual Funds (Supplemental Prospectuses) & Other

20.2

$            

12.8

$            

44.0

$            

32.8

$            

ED

Pieces

107.0

66.2

228.6

173.7

Total  Interims

56.8

$            

61.7

$            

143.9

$           

159.5

$           

Total Pieces

273.9

291.4

699.4

759.9

Transaction

Transaction Reporting/Customer Communications

50.8

$            

47.6

$            

129.4

$           

119.5

$           

RC

Reporting

Fulfillment

Fulfillment

36.0

$            

32.9

$            

101.1

$           

109.0

$           

RC

Emerging, Acquired

Emerging/Acquired (a)

28.5

$            

42.0

$            

80.8

$            

111.1

$           

RC

and Other

Other (b)

8.1

$              

11.6

$            

23.6

$            

27.1

$            

ED

Total Emerging. Acquired and Other

36.6

$            

53.6

$            

104.4

$           

138.2

$           

Total Fee Revenues

223.6

$          

247.5

$          

593.6

$           

661.4

$           

Total Distribution Revenues (c)

180.6

$          

182.8

$          

476.9

$           

491.0

$           

Total Revenues as reported -GAAP

404.2

$          

430.3

$          

1,070.5

$        

1,152.4

$        

FY14  Ranges

Low

High

Total RC Fees

185.9

$          

209.3

$          

496.0

$           

554.6

$           

923

$     

931

$        

% RC Growth

9%

13%

8%

12%

8%

9%

Total ED Fees

37.7

$            

38.2

$            

97.6

$            

106.8

$           

~

$    156

Low

High

Sales

12%

7%

8%

6%

6%

6%

Key

Losses

-1%

-1%

-1%

-2%

-2%

-2%

Revenue

Net New Business

11%

6%

7%

4%

4%

4%

Drivers

Internal growth

-2%

5%

1%

6%

3%

4%

(Recurring)

Recurring (Excluding Acquisitions)

9%

11%

8%

10%

7%

8%

Acquisitions

0%

2%

0%

2%

1%

1%

Total Recurring

9%

13%

8%

12%

8%

9%

Low

High

Key

Recurring, Net (d)

4%

6%

4%

6%

4%

5%

Revenue

Event-Driven

1%

0%

0%

1%

0%

0%

Drivers

Distribution

3%

0%

3%

1%

0%

0%

(Total)

TOTAL

8%

6%

7%

8%

4%

5%

(a) Emerging  and Acquired includes fee revenues from acquisitions (i.e. Access Data, NewRiver, Matrix, Transfer Agency, Forefield, Bonaire and Emerald Connect) and the portfolio of emerging products

(i.e. Tax Managed Services, Vote Recommendations, and Class Actions).

(b) Other includes other event-driven fee revenues such as corporate actions and development.

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

(d) Recurring, Net includes contribution from Net New Business, Internal Growth, and Acquisitions

30.6

20

21

SPS Key Segment Revenue Stats

RC= Recurring

ED= Event-Driven

In millions

Note: Outsourcing is now included in Other Equity Services

3Q13

3Q14

YTD FY13

YTD FY14

Type

Equity

Transaction-Based

Equity Trades

33.8

$        

35.5

$        

94.9

$        

101.4

$      

RC

Internal Trade Volume

917

1,053

828

959

Internal Trade Growth

-2%

15%

-9%

16%

Trade Volume (Average Trades per Day in '000)

979

1,076

888

978

Non-Transaction

Other Equity Services

109.6

114.4

315.2

$      

333.8

$      

RC

Total Equity

143.4

$      

149.9

$      

410.1

$      

435.2

$      

Fixed Income

Transaction-Based

Fixed Income Trades (a)

14.0

$        

14.0

$        

41.5

$        

43.3

$        

RC

Internal Trade Volume

307

301

298

298

Internal Trade Growth

0%

-2%

0%

0%

Trade Volume (Average Trades per Day in '000)

308

298

299

299

Non-Transaction

Other Fixed Income Services

12.3

$        

14.0

$        

35.8

$        

42.3

$        

RC

Total Fixed Income

26.2

$        

28.0

$        

77.2

$        

85.5

$        

Total Net Revenue as reported - GAAP

169.6

$      

177.9

$      

487.3

$      

520.7

$      

FY14 Ranges

Low

High

Sales

7%

8%

5%

9%

8%

8%

Losses

-2%

-4%

-2%

-3%

-4%

-3%

Key

Net New Business

5%

4%

3%

6%

4%

5%

Revenue

Internal growth

-5%

1%

-4%

1%

0%

0%

Drivers

Acquisitions

0%

0%

1%

0%

0%

0%

TOTAL

0%

5%

0%

7%

4%

5%

22

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

serviceswe

provide

for

funds,

classes

or

trusts

of

an

investment

company.

Open-ended

mutual

funds

are

not

required

to

have

annual

meetings.

As

a

result,

mutual

fund

proxy

services

provided

to

open-ended

mutual

funds

are

driven

by

a

"triggering

event."

These

triggering

events

can

be

a

change

in

directors,

fee

structures,

investment

restrictions,

or

mergers

of

funds.

Contests

-

Refers

to

the

proxy

services

we

provide

when

a

separate

agenda

is

put

forth

by

one

or

more

stockholders

that

is

in

opposition

to

the

proposals

presented

by

management

of

the

company

which

is

separately

distributed

and

tabulated

from

the

company’s

proxy

materials.

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.,

business

combinations

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

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.

Emerging,

Acquired

and

Other

Communications

Emerging

–

Refers

to

the

services

provided

by

our

emerging

products

portfolio

(e.g.

Tax

Services,

Vote

Recommendations,

and

Class

Actions).

Acquired

–

Refers

to

the

services

provided

by

our

acquisitions

portfolio

(e.g.

Access

Data,

NewRiver,

Matrix,

Transfer

Agency,

Forefield,

Bonaire

and

Emerald

Connect).

Other

–

Refers

primarily

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

tender

offer

transactions.