8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 8, 2015

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BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

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

1981 Marcus AvenueLake 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)

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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 8, 2015, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended March 31, 2015. On May 8, 2015, the Company also posted an Earnings Webcast & Conference Call Presentation dated May 8, 2015 on the Company's Investor Relations home page at www.broadridge-ir.com. The Company's Earnings Webcast & Conference Call Presentation includes key statistics of its Investor Communication Solutions and Global Technology and Operations businesses for the third quarter ended March 31, 2015 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 Item 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, as amended (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, as amended, or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:

Exhibit No.	Description
99.1	Press Release dated May 8, 2015.
99.2	Earnings Webcast & Conference Call Presentation dated May 8, 2015.

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 8, 2015

BROADRIDGE FINANCIAL SOLUTIONS, INC.

By:/s/ James M. Young

        Name: James M. Young

Title: Vice President and Chief Financial

          Officer

EX-99.1

Exhibit 99.1

BROADRIDGE REPORTS THIRD QUARTER 2015 RESULTS

Announces Record YTD Closed Sales and Reaffirms Full Year Guidance

LAKE SUCCESS, N.Y., May 8, 2015– Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the third quarter of its fiscal year 2015. Results for the three months ended March 31, 2015 compared with the same period last year were as follows:

• Recurring fee revenues increased5% to $406 million from $387 million

• Total Revenues increased 5% to $634 million from $606 million

• Adjusted Net earnings increased 7% to $59 million from $55 million

• Net earnings increased 6% to $54 million from $51 million

• Adjusted Diluted earnings per share increased 7% to $0.47 from $0.44

• Diluted earnings per share increased 5% to $0.43 from $0.41

• Recurring revenue closed sales increased 14% to $27 million from $24 million

Commenting on the results, Richard J. Daly, President and Chief Executive Officer, said, “I am pleased with our third quarter financial performance which was primarily driven by recurring revenues including Net New Business gains and the continuation of favorable market-based activities.  Recurring revenue closed sales grew 14% in the third quarter and have grown 75% year to date. Given our year to date performance, we are reaffirming our full year guidance.  Further, with $108 million in record recurring revenue closed sales year to date, we expect the full year to come in at the upper half of our guidance range of $110 to $150 million, which would result in another full year record. We also anticipate Adjusted Diluted EPS to be around the mid-point of our full year guidance range of $2.42 to $2.52, representing about 10% growth."

Mr. Daly added, “We are delivering on our capital commitments including making tuck-in acquisitions and returning capital to shareholders through dividends and share repurchases.  In April, we completed the previously announced acquisition of the trade processing business of M&T Bank Corporation’s Wilmington Trust Retirement and Institutional Services unit and during the quarter, we acquired Direxxis, a provider of cloud-based marketing solutions and services for wealth and asset managers.”

Mr. Daly concluded, “I am confident in Broadridge’s ability to achieve our long term strategy.  We are off to a solid start towards achieving our three-year performance objectives which include recurring fee growth of 7% to 10% and earnings growth of 9% to 11%.”

Financial Results for Third Quarter Fiscal Year 2015

Revenues for the three months ended March 31, 2015 were $634 million, an increase of $28 million, or 5%, compared to $606 million for the three months ended March 31, 2014. The $28 millionincrease was driven by higher recurring fee revenues of $19 million, or 5%, higher event-driven fee revenues of $9 million, or 25%, and higher distribution revenues of $8 million, or 4%. The positive contribution from recurring fee revenues reflected gains from Net New Business (2pts), internal growth (1pt) and contributions from acquisitions (1pt). Fluctuations in foreign currency exchange rates negatively impacted revenues by $8 million.

For the third quarter of fiscal year 2015, Net earnings increased 6% to $54 million, compared to $51 million for the prior year period, primarily due to higher revenues and improvement in pre-tax margins, which increased to 12.9% compared to 12.7% for the same period last year.

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Adjusted Net earnings were $59 million compared to $55 million for the same period last year. Adjusted pre-tax margins were 14.1% compared to 13.7% for the same period last year.

Diluted earnings per share increased to $0.43 per share compared to $0.41 per share for the same period last year. Adjusted Diluted earnings per share were $0.47 compared to $0.44 per share for the same period last year. Acquisition Amortization and Other Costs, net of taxes, decreased Diluted earnings per share by $0.04 and $0.03 for the three months ended March 31, 2015 and 2014, respectively.

In addition, during the third quarter, the Company repurchased 2.4 million shares of Broadridge common stock at an average price of $52.90 per share.

Analysis of Third Quarter Fiscal Year 2015

Investor Communication Solutions

Investor Communication Solutions segment’s Revenues for the three months ended March 31, 2015 were $466 million, an increase of $31 million, or 7%, compared to $436 million for the three months ended March 31, 2014. The increase was attributable to higher recurring fee revenues which contributed $14 million, higher event-driven fee revenues which contributed $9 million and a $8 million increase in distribution revenues. Higher recurring fee revenues of 6% were driven by contributions from our recent acquisitions of Emerald Connect, LLC and Direxxis LLC (2pts), Net New Business (2pts) from increases in revenues from closed sales, and market-based internal growth activities (2pts). Position growth for mutual fund interim and annual equity proxy communications, both components of internal growth, was 8% and 12%, respectively, as compared to the same period in the prior year. Higher event-driven fee revenues were the result of increased mutual fund proxy communications activity.

Global Technology and Operations (formerly known as Securities Processing Solutions)

Global Technology and Operations segment’s Revenues for the three months ended March 31, 2015 were $178 million, an increase of $5 million, or 3%, compared to $173 million for the three months ended March 31, 2014. The 3% increase was mainly the result of higher Net New Business (2pts) from increases in revenues from closed sales and contributions from our recent acquisition of TwoFour Systems LLC (1pt).

In connection with an organizational change made in 2014 in order to further align and enhance our portfolio of services, certain discrete services that were previously reported in our Global Technology and Operations reportable segment are now reported within the Investor Communication Solutions reportable segment. As a result, our prior period segment results have been revised to reflect this change in reporting segments.

Other

Pre-tax loss decreased by $4 million in the third quarter of fiscal year 2015. The decreased loss was mainly due to a $6 million decrease in performance-based compensation expenses, partially offset by a $1 million increase in expenses related to corporate staffing changes, and an increase in expenses related to corporate initiatives in the current year.

Financial Results for the Nine Months Ended March 31, 2015

Revenues for the nine months ended March 31, 2015 were $1,765 million, an increase of $93 million, or 6%, compared to $1,672 million for the nine months ended March 31, 2014. The $93 millionincrease was driven by higher recurring fee revenues of $59 million, or 5%, and higher distribution revenues of $34 million, or 7%. The positive contribution from recurring fee revenues reflected gains from Net New Business (3pts), internal growth (1pt), and contributions from acquisitions (1pt). Event-driven fee revenues were $120 million, an increase of $13 million, or 12%, compared to $107 million for the nine months ended March 31, 2014. Fluctuations in foreign currency exchange rates negatively impacted revenues by $14 million.

For the nine months ended March 31, 2015, Net earnings decreased 1% to $121 million compared to $123 million for the comparable period last year, primarily due to higher commissions related to the growth in closed sales, higher performance-based compensation expenses, the continued expansion of our sales capabilities and growth initiatives, higher acquisition related expenses, and additional costs incurred for corporate staffing changes. Also, contributing to the decrease was a credit in the prior period resulting from a decline in the fair value of our obligations under contingent acquisition consideration arrangements. Pre-tax margins decreased to 10.4% compared to 11.3% for the same period last year mainly due to higher expenses discussed above more than offsetting the contributions from the growth in revenues.

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Adjusted Net earnings were $135 million compared to $134 million for the same period last year. Adjusted Pre-tax margins decreased to 11.6% compared to 12.4% for the same period last year. Diluted earnings per share decreased to $0.97 per share compared to $0.99 per share for the comparable period last year. Adjusted Diluted earnings per share were $1.09 compared to $1.08 per share for the comparable period last year. Acquisition Amortization and Other Costs, net of taxes, decreased Diluted earnings per share by $0.11 and $0.09 for the nine months ended March 31, 2015 and 2014, respectively.

Fiscal Year 2015 Financial Guidance     

Broadridge is reaffirming its full year guidance and expects:

• Recurring fee revenue growth in the range of 5% to 7%, and total revenue growth in the range of 4% to 6%

• Adjusted Pre-tax margins in the range of 17.3% to 17.7%, and Pre-tax margins in the range of 16.4% to 16.8%

• Adjusted Diluted earnings per share in the range of $2.42 to $2.52, and Diluted earnings per share in the range of $2.29 to $2.39

• Free cash flows in the range of approximately $320 million to $370 million

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

The Adjusted Pre-tax margins and Adjusted 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.

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.

Adjusted Net earnings, Adjusted Earnings before income taxes, Adjusted Diluted earnings per share and Adjusted Pre-tax margins results are Non-GAAP measures. These results are adjusted to exclude the impact of Acquisition Amortization and Other Costs for the three and nine months ended March 31, 2015 and 2014. Acquisition Amortization and Other Costs represents amortization charges associated with acquired 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, 2015 and 2014.

Free cash flows is a Non-GAAP measure and is defined by the Company as Net cash flows from operating activities, less capital expenditures and software purchases.

Earnings Conference Call

An analyst conference call will be held today, Friday, May 8, 2015 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 6,700 full-time associates in 14 countries. For more information about Broadridge, please visit www.broadridge.com.

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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 2015 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, 2014 (the “2014 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 2014 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 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:

Brian S. Shipman, CFA

Broadridge Financial Solutions, Inc.

Vice President, Head of Investor Relations

(516) 472-5129

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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,
	2015		2014		2015		2014
Revenues	$	634.2	$	606.3	$	1,764.6	$	1,672.1
Cost of revenues	452.6		427.6		1,273.1		1,210.2
Selling, general and administrative expenses	92.0		95.6		284.8		255.1
Other expenses, net	7.7		6.2		23.2		17.9
Total expenses	552.3		529.4		1,581.1		1,483.2
Earnings before income taxes	81.9		76.9		183.5		188.9
Provision for income taxes	27.9		26.1		62.3		66.1
Net earnings	$	54.0	$	50.8	$	121.2	$	122.8
Basic earnings per share	$	0.45	$	0.42	$	1.01	$	1.03
Diluted earnings per share	$	0.43	$	0.41	$	0.97	$	0.99
Weighted-average shares outstanding:
Basic	120.6		119.7		120.2		119.3
Diluted	125.0		124.8		124.4		124.0
Dividends declared per common share	$	0.27	$	0.21	$	0.81	$	0.63

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

	March 31, 2015			June 30, 2014
Assets
Current assets:
Cash and cash equivalents	$	310.1		$	347.6
Accounts receivable, net of allowance for doubtful accounts of $2.3 and $3.3, respectively	486.4			424.8
Other current assets	135.5			108.2
Total current assets	932.0			880.6
Property, plant and equipment, net	81.4			88.3
Goodwill	891.1			856.1
Intangible assets, net	135.0			130.0
Other non-current assets	241.7			237.1
Total assets	$	2,281.2		$	2,192.1
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	117.9		$	116.3
Accrued expenses and other current liabilities	250.9			306.6
Deferred revenues	161.9			61.5
Total current liabilities	530.7			484.4
Long-term debt	629.3			524.1
Deferred taxes	44.1			62.4
Deferred revenues	73.3			59.0
Other non-current liabilities	105.1			100.5
Total liabilities	1,382.5			1,230.4
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, 154.5 and 154.5 shares, respectively; outstanding, 119.1 and 119.5 shares, respectively	1.6			1.6
Additional paid-in capital	851.9			810.7
Retained earnings	998.0			973.9
Treasury stock, at cost: 35.4 and 35.0 shares, respectively	(930.6		)	(834.8		)
Accumulated other comprehensive income (loss)	(22.2		)	10.3
Total stockholders’ equity	898.7			961.7
Total liabilities and stockholders’ equity	$	2,281.2		$	2,192.1

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Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

	Revenues
	Three Months Ended   March 31,						Nine Months Ended   March 31,
	2015			2014			2015			2014
Investor Communication Solutions	$	466.1		$	435.5		$	1,264.4		$	1,163.4
Global Technology and Operations	178.0			172.7			514.9			509.7
Foreign currency exchange	(9.9		)	(1.9		)	(14.7		)	(1.0		)
Total	$	634.2		$	606.3		$	1,764.6		$	1,672.1

	Earnings (Loss) before Income Taxes
	Three Months Ended   March 31,						Nine Months Ended   March 31,
	2015			2014			2015			2014
Investor Communication Solutions	$	63.0		$	57.2		$	135.4		$	117.7
Global Technology and Operations	33.6			36.1			91.7			103.5
Other	(16.4		)	(20.0		)	(53.5		)	(45.3		)
Foreign currency exchange	1.7			3.6			9.9			13.0
Total	$	81.9		$	76.9		$	183.5		$	188.9

In connection with an organizational change made in 2014 in order to further align and enhance our portfolio of services, certain discrete services that were previously reported in our Global Technology and Operations reportable segment are now reported within the Investor Communication Solutions reportable segment.  As a result, our prior period segment results have been revised to reflect this change in reporting segments.

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Broadridge Financial Solutions, Inc. Reconciliation of Non-GAAP to GAAP Measures

Earnings before Income Taxes, Net Earnings, and Diluted Earnings Per Share

(In millions, except per share amounts)

	Three Months Ended   March 31,						Nine Months Ended   March 31,
	2015			2014			2015			2014
Adjusted Earnings before income taxes	$	89.2		$	83.3		$	205.1		$	206.7
Acquisition Amortization and Other Costs	(7.3		)	(6.4		)	(21.6		)	(17.8		)
Earnings before income taxes	$	81.9		$	76.9		$	183.5		$	188.9
Adjusted Pre-tax margins	14.1		%	13.7		%	11.6		%	12.4		%
Pre-tax margins	12.9		%	12.7		%	10.4		%	11.3		%

	Three Months Ended   March 31,						Nine Months Ended   March 31,
	2015			2014			2015			2014
Adjusted Net earnings	$	58.8		$	55.1		$	135.4		$	134.4
Acquisition Amortization and Other Costs, net of taxes	(4.8		)	(4.3		)	(14.2		)	(11.6		)
Net earnings	$	54.0		$	50.8		$	121.2		$	122.8

	Three Months Ended   March 31,						Nine Months Ended   March 31,
	2015			2014			2015			2014
Adjusted Diluted earnings per share	$	0.47		$	0.44		$	1.09		$	1.08
Acquisition Amortization and Other Costs, net of taxes	(0.04		)	(0.03		)	(0.11		)	(0.09		)
Diluted earnings per share	$	0.43		$	0.41		$	0.97		$	0.99

Note: Amounts may not sum due to rounding.

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Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Earnings before Income Taxes

and Diluted Earnings Per Share Fiscal Year 2015 Guidance

(In millions, except per share amounts)

	FY15 Guidance Range
	Low			High
Adjusted Earnings before income taxes	$	462		$	480
Acquisition Amortization and Other Costs	(24		)	(24		)
Earnings before income taxes	$	438		$	457
Adjusted Pre-tax margins	17.3		%	17.7		%
Pre-tax margins	16.4		%	16.8		%

	FY15 Guidance Range
	Low			High
Adjusted Diluted earnings per share	$	2.42		$	2.52
Acquisition Amortization and Other Costs	(0.13		)	(0.13		)
Diluted earnings per share	$	2.29		$	2.39

Notes: Amounts may not sum due to rounding.

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 Flows

(In millions)

	FY15 Guidance Range
	Low		High
Free cash flows	$	320	$	370
Cash Flows From Investing Activities:
Capital expenditures and software purchases	75		70
Net cash flows provided by operating activities	$	395	$	440

Notes: Amounts may not sum due to rounding.

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

1© 2014 | Earnings Webcast & Conference Call Third Quarter FY 2015 May 8, 2015 EXHIBIT 99.2

2 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 referred to as “Fiscal Year 2015 Financial Guidance” or “FY15 Outlook" 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, 2014 (the “2014 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 2014 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 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 Adjusted Net earnings, Adjusted Earnings before income taxes, EBIT, Adjusted Diluted earnings per share, Adjusted Pre-tax margins, and Free cash flows results 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 presentation is a reconciliation of these Non-GAAP measures to the comparable GAAP measures. Use of Material Contained Herein The information contained in this presentation is being provided for your convenience and information only. This information is accurate as of the date of its initial presentation. If you plan to use this information for any purpose, verification of its continued accuracy is your responsibility. Broadridge assumes no duty to update or revise the information contained in this presentation. You may reproduce information contained in this presentation provided you do not alter, edit, or delete any of the content and provided you identify the source of the information as Broadridge Financial Solutions, Inc., which owns the copyright. Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.

3 • Opening Remarks Rich Daly, President and CEO • Third Quarter FY 2015 Financial Jim Young, CFO Results • Summary Rich Daly, President and CEO • Q&A Rich Daly, President and CEO Jim Young, CFO • Closing Remarks Rich Daly, President and CEO Today’s Agenda

4 Key Messages • Strong recurring revenue momentum through Q3 led by Net New Business • Strong Q3 and record YTD recurring revenue closed sales • Successful tuck-in acquisition strategy is accelerating growth and creating long term value • Returning capital to shareholders through dividends and share repurchases • Reaffirming fiscal year 2015 guidance Note: Net New Business is defined as recurring revenue from closed sales less recurring revenue from client losses.

5 Financial Highlights • Recurring revenue momentum continues ▪ Q3 recurring fee revenues were up 5% primarily driven by Net New Business • Q3 Adjusted Diluted earnings per share (EPS) increased 7% to $0.47 from $0.44 (YTD up $0.01 to $1.09) • Q3 share repurchases of $109 million at an average price of $52.90 per share, net of proceeds from option exercises • Reaffirming full year 2015 guidance ▪ Adjusted Diluted EPS expected to be around the mid-point of the $2.42-$2.52 range, representing about 10% growth ▪ Recurring fee revenue growth of 5-7% (total revenue growth of 4-6%) ▪ Recurring revenue closed sales of $110M-$150M, expected to be in upper half of range Note: Adjusted results are Non-GAAP measures.

6 Closed Sales Performance and Outlook • Q3 recurring revenue closed sales were up 14% (YTD up 75%) ▪ Recurring revenue closed sales were $27M compared to $24M in the previous year ▪ Record YTD recurring revenue closed sales of $108M compared to $62M in the previous year • Exceptional client revenue retention rate provides a strong base for organic sales growth • Full year recurring revenue closed sales guidance of $110M-$150M, now expected to be in upper half of range

7 Acquisitions Update • Completed the acquisition of the trade processing business of M&T Bank Corporation's Wilmington Trust Retirement and Institutional Services unit ▪ Closed in April; purchase price of $61M ▪ Opportunity to realize attractive synergies in combination • Acquired Direxxis LLC, a provider of cloud-based marketing solutions for wealth and asset managers ▪ Closed in March; purchase price of $33M ▪ Broadridge will integrate Direxxis into its wealth and advisor solutions suite, which includes marketing communications, client on-boarding, retirement plan solutions, performance reporting, and data aggregation solutions

8 3Q 3Q YTD FY15 FY15 FY15 Outlook (d) Growth Drivers as a % of Recurring Fee Revenues Closed Sales (Recurring) 5% 6% Client Losses (3)% (3)% Net New Business 2% 3% Internal Growth(a) 1% 1% Organic Growth 3% 4% Acquisitions 2% 1% Total Recurring Fee Revenue Growth 5% 5% 5-7% Growth Drivers as a % of Total Revenues Recurring Fee Revenues 3% 4% Event-Driven(b) 2% 1% Distribution(c) 1% 2% FX/Other (1)% (1)% Total Revenue Growth 5% 6% 4-6% EBIT Margins (e) 13.9% 11.4% 17.4-17.8% NOTE: Amounts may not sum due to rounding (a) Internal Growth includes GTO Equity and Fixed Income Trades, ICS Equity and 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 revenues primarily include revenues related to the physical mailing of Proxy, Interims, Transaction Reporting, and Fulfillment as well as Matrix administrative services (d) FY15 Outlook does not take into consideration the effect of any future acquisitions (e) EBIT is a Non-GAAP measure and is defined by the Company as Earnings before interest income/expense, other expenses and income taxes Key Financial Drivers

9 Investor Communication Solutions (ICS) 3Q14 3Q15 Versus Prior Year 3Q14 YTD 3Q15 YTD Versus Prior Year Recurring Fee Revenues $215 $228 6% $566 $620 10% Total Revenues $436 $466 7% $1,163 $1,264 9% Earnings before income taxes $57 $63 10% $118 $135 15% Pre-tax Margins 13.1% 13.5% 40 bps 10.1% 10.7% 60 bps Global Technology and Operations (GTO) 3Q14 3Q15 Versus Prior Year 3Q14 YTD 3Q15 YTD Versus Prior Year Total Revenues $173 $178 3% $510 $515 1% Earnings before income taxes $36 $34 (7)% $104 $92 (11)% Pre-tax Margins 20.9% 18.9% (200) bps 20.3% 17.8% (250) bps Notes: Earnings before income taxes and EBIT are equivalent for business segment reporting. In connection with an organizational change made in 2014 in order to further align and enhance our portfolio of services, certain discrete services that were previously reported in our Global Technology and Operations reportable segment are now reported within the Investor Communication Solutions reportable segment.  As a result, our prior period segment results have been revised to reflect this change in reporting segments. Segment Results

10 FY15 Outlook As of 11/6/2014 2/5/2015 5/8/2015 Broadridge Financial Solutions, Inc. Recurring Fee Revenue Growth 5 - 7% 5 - 7% 5 - 7% Total Revenue Growth 4 - 6% 4 - 6% 4 - 6% EBIT Margins 17.4 - 17.8% 17.4 - 17.8% 17.4 - 17.8% Adjusted Pre-tax Margins 17.3 - 17.7% 17.3 - 17.7% 17.3 - 17.7% Tax Rate 35.0% ~34.5% ~34.5% Adjusted Diluted EPS $2.42 - $2.52 $2.42 - $2.52 $2.42 - $2.52 Growth 8 - 12% 8 - 12% 8 - 12% Diluted EPS $2.29 - $2.39 $2.29 - $2.39 $2.29 - $2.39 Growth 8 - 13% 8 - 13% 8 - 13% Free Cash Flows $320M - $370M $320M - $370M $320M - $370M Recurring Revenue Closed Sales $110M - $150M $110M - $150M $110M - $150M Segments ICS Total Revenue Growth 5 - 7% 5 - 8% 5 - 8% ICS Pre-tax Margins 18.6 - 18.8% 18.6 - 18.8% 18.6 - 18.8% GTO Total Revenue Growth 2 - 4% 2 - 4% 2 - 4% GTO Pre-tax Margins 17.7 - 19.3% 17.7 - 19.3% 17.7 - 19.3%

11 Closing Summary • Strong financial performance through Q3 • Strong Q3 and record year to date recurring revenue closed sales results reflect continued momentum • Reaffirming FY15 guidance • Confidence in our business is high, and we plan to execute on the multiple opportunities in front of us to drive long term performance • Focusing on target setting for the next fiscal year ▪ Expect outlook to be aligned with our three year objectives which include recurring fee growth of 7 to 10% and earnings growth of 9 to 11%

12 Q&A and Closing Comments There are no slides during this portion of the presentation

13 Appendix

14 Revenues Earnings FY14 FY15 FY14 FY15 FY14 FY15 FY14 FY15 Q3 Q3 Q3 YTD Q3 YTD Q3 Q3 Q3 YTD Q3 YTD $436 $466 $1,163 $1,264 ICS (c) $57 $63 $118 $135 6% 7% 7% 9% ◄ Growth % / Margin % ► 13.1% 13.5% 10.1% 10.7% $173 $178 $510 $515 GTO (c) $36 $34 $104 $92 6% 3% 7% 1% ◄ Growth % / Margin % ► 20.9% 18.9% 20.3% 17.8% $608 $644 $1,673 $1,779 Total Segments $93 $97 $221 $227 6% 6% 7% 6% Margin % 15.4% 15.0% 13.2% 12.8% $0 $0 $0 $0 Other $(14) ($10) $(28) ($35) $(2) $(10) $(1) $(15) FX (a) $4 $2 $14 $10 Total Broadridge $606 $634 $1,672 $1,765 ◄ Revenues / EBIT ► $83 $88 $207 $202 5% 5% 7% 6% ◄ Growth % / Margin % ► 13.7% 13.9% 12.4% 11.4% Interest & Other $(6) ($6) $(18) ($18) Acquisition Amortization and Other Costs (b) $6 $7 $18 $22 Adjusted EBT $83 $89 $207 $205 Margin % 13.7% 14.1% 12.4% 11.6% Income taxes $(28) ($30) $(72) ($70) Tax Rate 33.9% 34.1% 35.0% 34.0% Adjusted Net Earnings $55 $59 $134 $135 Margin % 9.1% 9.3% 8.0% 7.7% Acquisition Amortization and Other Costs (b) $(4) ($5) $(12) ($14) Adjustments (Net of Taxes) $(4) ($5) $(12) ($14) Net Earnings $51 $54 $123 $121 Margin % 8.4% 8.5% 7.3% 6.9% Diluted Shares Diluted Shares 124.8 125.0 124.0 124.4 Adjusted Diluted EPS (c) $0.44 $0.47 $1.08 $1.09 Diluted EPS $0.41 $0.43 $0.99 $0.97 Notes: Amounts may not sum due to rounding. Adjusted results are Non-GAAP measures. (a) Includes impacts of FX P&L and FX transaction activity. (b) Represents amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisitions. (c) In connection with an organizational change made in 2014 in order to further align and enhance our portfolio of services, certain discrete services that were previously reported in our Global Technology & Operations reportable segment are now reported with the Investor Communication Solutions reportable segments. As a result, our prior period segment results have been revised to reflect this change in reporting segments. Broadridge Q3 and YTD FY15

15 Reconciliation of Non-GAAP to GAAP Measures 3Q14 3Q15 YTD14 YTD15 FY15 Range (a) Low High Adjusted Diluted EPS (Non-GAAP) $0.44 $0.47 $1.08 $1.09 $2.42 $2.52 Acquisition Amortization and Other Costs, net of taxes (0.03) (0.04) (0.09) (0.11) (0.13) (0.13) Diluted EPS (GAAP) $0.41 $0.43 $0.99 $0.97 $2.29 $2.39 3Q14 3Q15 YTD14 YTD15 FY15 Range (a) Low High EBIT (Non-GAAP) $83 $88 $207 $202 $464 $483 EBIT margin % 13.7% 13.9% 12.4% 11.4% 17.4% 17.8% Acquisition Amortization and Other Costs $6 $7 $18 $22 $24 $24 Interest and Other, net $(6) $(6) $(18) $(18) $(26) $(26) Adjusted EBT (Non-GAAP) $83 $89 $207 $205 $462 $480 Adjusted Pre-tax margin % 13.7% 14.1% 12.4% 11.6% 17.3% 17.7% Acquisition Amortization and Other Costs $(6) $(7) $(18) $(22) $(24) $(24) EBT (GAAP) $77 $82 $189 $184 $438 $457 Pre-tax margin % 12.7% 12.9% 11.3% 10.4% 16.4% 16.8% Nine Months Ended FY15 Range (a) March 31, 2015 Low High Free Cash Flows: Free Cash Flows (Non-GAAP) $126 $320 $370 Cash Flows From Investing Activities: Capital expenditures and software purchases 31 75 70 Net cash flows provided by operating activities (GAAP) $157 $395 $440 NOTE: Amounts may not sum due to rounding. (a) FY15 Ranges do not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.

16 ICS Key Segment Revenue Stats RC= Recurring ED= Event-Driven In millions Fee Revenues (e) 3Q14 3Q15 YTD FY14 YTD FY15 Type Proxy Equities $ 37.9 $ 38.8 $ 88.3 $ 93.0 RC Stock Record Position Growth 7 % 12 % 3 % 8 % Pieces 30.6 32.0 72.1 76.4 Mutual Funds $ 9.5 $ 16.7 $ 36.0 $ 37.7 ED Pieces 12.1 21.6 48.0 53.0 Contests/Specials $ 4.3 $ 4.5 $ 10.9 $ 16.7 ED Pieces 5.4 4.8 12.2 17.0 Total Proxy $ 51.7 $ 60.0 $ 135.2 $ 147.4 Total Pieces 48.1 58.4 132.3 146.4 Notice and Access Opt-in % 75 % 74 % 70 % 69 % Suppression % 60 % 64 % 59 % 62 % Interims Mutual Funds (Annual/Semi-Annual Reports/Annual Prospectuses) $ 49.0 $ 53.4 $ 126.8 $ 133.8 RC Position Growth 10 % 8 % 12 % 8 % Pieces 225.2 254.3 586.2 644.0 Mutual Funds (Supplemental Prospectuses) & Other $ 12.8 $ 15.2 $ 32.8 $ 38.3 ED Pieces 66.2 74.0 173.7 184.4 Total Interims $ 61.8 $ 68.6 $ 159.6 $ 172.1 Total Pieces 291.4 328.3 759.9 828.4 Transaction Reporting Transaction Reporting/Customer Communications $ 48.3 $ 46.5 $ 121.5 $ 125.1 RC Fulfillment Fulfillment $ 33.0 $ 35.8 $ 109.4 $ 111.8 RC Emerging, Acquired Emerging/Acquired (a) $ 46.3 $ 53.6 $ 119.6 $ 155.8 RC and Other Other (b) $ 11.6 $ 11.2 $ 27.1 $ 27.3 ED Total Emerging, Acquired, and Other $ 57.9 $ 64.8 $ 146.7 $ 183.1 Total Fee Revenues $ 252.7 $ 275.7 $ 672.4 $ 739.5 Total Distribution Revenues (c) $ 182.8 $ 190.4 $ 491.0 $ 524.9 Total Revenues $ 435.5 $ 466.1 $ 1,163.4 $ 1,264.4 FY15 Range (e) Total RC Fees $ 214.5 $ 228.1 $ 565.6 $ 619.5 % RC Growth 11 % 6 % 11 % 10 % Total ED Fees $ 38.2 $ 47.6 $ 106.8 $ 120.0 Sales 6 % 5 % 6 % 6 % Key Losses (2)% (3)% (2)% (2)% Revenue Net New Business 4 % 2 % 4 % 4 % Drivers Internal growth 4 % 2 % 5 % 3 % (Recurring) Recurring (Excluding Acquisitions) 8 % 4 % 9 % 7 % Acquisitions 3 % 2 % 2 % 3 % Total Recurring 11 % 6 % 11 % 10 % Key Recurring, Net (d) 5 % 3 % 5 % 5 % Revenue Event-Driven — % 2 % 1 % 1 % Drivers Distribution 1 % 2 % 1 % 3 % (Total) TOTAL 6 % 7 % 7 % 9 % NOTE: Amounts may not sum due to rounding. (a) Emerging and Acquired includes fee revenues from the following: Access Data, NewRiver, Matrix, Transfer Agency, Forefield, Bonaire, Investigo, Emerald, Direxxis, Tax Services and Fluent. (b) Other includes other event-driven fee revenues such as corporate actions, NOBO lists, and development. (c) Distribution revenues primarily include 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 (e) In connection with an organizational change made in 2014 in order to further align and enhance our portfolio of services, certain discrete services that were previously reported in our Global Technology and Operations reportable segment are now reported within the Investor Communication Solutions reportable segment.  As a result, our prior period segment results and FY15 guidance have been revised to reflect this change in reporting segments.

17 GTO Key Segment Revenue Stats RC= Recurring ED= Event-Driven In millions 3Q14 3Q15 FY14 YTD FY15 YTD Type Equity Transaction-Based Equity Trades (a) $ 35.5 $ 35.1 $ 101.4 $ 101.9 RC Internal Trade Volume (Average Trades per Day in '000) 1,066 1,063 963 986 Internal Trade Growth 15 % 0 % 16% 2% Trade Volume (Average Trades per Day in '000) 1,076 1,066 978 990 Non-Transaction Other Equity Services (b) 107.5 112.0 $ 317.3 $ 321.0 RC Total Equity $ 143.0 $ 147.0 $ 418.7 $ 422.9 Fixed Income Transaction-Based Fixed Income Trades (a) $ 13.9 $ 14.7 $ 43.0 $ 43.6 RC Internal Trade Volume (Average Trades per Day in '000) 300 317 300 305 Internal Trade Growth (2)% 6 % —% 1% Trade Volume (Average Trades per Day in '000) (c) 301 336 302 324 Non-Transaction Other Fixed Income Services $ 15.8 $ 16.3 $ 48.0 48.3 RC Total Fixed Income $ 29.7 $ 31.0 $ 91.1 $ 91.9 Total Net Revenue as reported - GAAP $ 172.7 $ 178.0 $ 509.7 $ 514.9 Sales 8 % 6 % 9% 6% Losses (4)% (4)% (4)% (4)% Key Net New Business 4 % 2 % 5% 2% Revenue Internal growth 2 % 0 % 2% (1)% Drivers Acquisitions 0 % 1 % 0% 0% TOTAL 6 % 3 % 7% 1% Note: Amounts may not sum due to rounding (a) Trades do not include clients under BPO and fixed contracts. (b) Includes BPO clients. (c) YTD FY'14 Q3 Trade Volume (Average Trades per Day in '000) increased by 3 as a result of the segment reorganization at the start of the fiscal year

18 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 in the name of their beneficial owners). Mutual Funds - Refers to the proxy services we provide for funds, classes or trusts of an investment company. Mutual Funds are not required to have annual meetings. As a result, mutual fund proxy services 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 proxy agenda is put forth by one or more stockholders that are generally in opposition to the proposals presented by management of the company. Specials - Refers to the proxy services we provide in connection with non-routine 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 therefore needs the approval of its stockholders). Interims Mutual Fund Annual/Semi-Annual/Prospectuses – Refers to the services we provide investment companies in connection with information they are required to distribute periodically to their investors. These reports contain pertinent information such as holdings, fund performance, and other required disclosures. 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 generally to marketing communications provided to stockholders including newsletters, investor education 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 and trade confirmations to account holders, including electronic delivery and archival services. Fulfillment Post-Sale Fulfillment – Refers primarily to the distribution of mutual fund 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 and Fluent) Acquired – Refers to the services provided by our acquisitions portfolio (e.g. Access Data, NewRiver, Matrix, Transfer Agency, Forefield, Bonaire, Emerald, Investigo, and Direxxis) Other – Refers to the services we provide in connection with communication material not included in the above definitions such as non-objecting beneficial owners (NOBO) list, and corporate actions such as tender offer transactions.