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 5, 2016

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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.)

5 Dakota DriveLake 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 5, 2016, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended March 31, 2016. On May 5, 2016, the Company also posted an Earnings Webcast & Conference Call Presentation dated May 5, 2016 on the Company's Investor Relations website at www.broadridge-ir.com. In addition, on May 5, 2016, the Company posted key statistics related to its Investor Communication Solutions and Global Technology Operations businesses for the third quarter ended March 31, 2016 on the Company's Investor Relations home page at www.broadridge-ir.com.

Copies of the press release, earnings presentation and key statistics are being furnished as Exhibits 99.1, 99.2, and 99.3 attached hereto, respectively, and are incorporated herein by reference. The information furnished pursuant to Item 2.02 and 9.01, including Exhibits 99.1, 99.2 and 99.3, 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.

Forward-Looking Statements

This current report on Form 8-K 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, statements about Broadridge’s future financial performance 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, 2015 (the “2015 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 8-K and are expressly qualified in their entirety by reference to the factors discussed in the 2015 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.

Item 9.01.    Financial Statements and Exhibits.

Exhibits. The following exhibits are furnished herewith:

Exhibit No.	Description
99.1	Broadridge Financial Solutions, Inc. Press Release dated May 5, 2016
99.2	Broadridge Financial Solutions, Inc. Earnings Webcast & Conference Call Presentation dated May 5, 2016
99.3	Broadridge Financial Solutions, Inc. Key Statistics dated May 5, 2016

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 5, 2016

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 2016 RESULTS Announces Adjusted Diluted EPS Growth of 23% and Recurring Fee Revenue Growth of 12% Reaffirms Full Year Guidance LAKE SUCCESS, N.Y., May 5, 2016 – Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the third quarter of its fiscal year 2016. Results for the three months ended March 31, 2016 compared with the same period last year were as follows: Third Quarter Fiscal Year 2016 Results: - Recurring fee revenues increased 12% to $455 million - Total revenues increased 9% to $689 million - Adjusted Operating income increased 14% to $110 million - Operating income increased 13% to $101 million - Adjusted Net earnings increased 19% to $70 million - Net earnings increased 18% to $64 million - Adjusted Diluted earnings per share increased 23% to $0.58 - Diluted earnings per share increased 21% to $0.52 - Closed sales increased 7% to $29 million Commenting on the results, Richard J. Daly, President and Chief Executive Officer, said, "I am pleased with the strong third quarter results which give us a high level of confidence to achieve our full year guidance. We anticipate our full year Adjusted EPS growth to be around the midpoint of our 8-12% guidance range. The first three quarters were driven by solid business performance across Broadridge enhanced by the acquisitions we made in the prior year. Our broad product set and great value proposition keep us firmly on track to achieve our long term objectives.” Mr. Daly added, “We also delivered solid sales in the third quarter keeping us well positioned to achieve our closed sales guidance for the full year. Given our solid results, our 98% revenue retention, and our continuing sales momentum, I remain confident in Broadridge’s ability to achieve its three-year objectives.” Financial Results for Third Quarter Fiscal Year 2016 Revenues for the third quarter of fiscal year 2016 increased 9% to $689 million, compared to $634 million for the prior year period. The $55 million increase was driven by: (i) higher recurring fee revenues of $49 million, or 12%; (ii) higher distribution revenues of $13 million, or 7%; and (iii) higher event-driven fee revenues of $1 million, or 2%. The positive contribution from recurring fee revenues reflected gains from Net New Business (6pts), contributions from acquisitions (4pts), and internal growth (2pts). The higher distribution revenues of $13 million include $1 million from acquisitions. The Company defines Net New Business as recurring revenue from closed sales less recurring revenue from client losses.

2 Operating income for the third quarter ended March 31, 2016 was $101 million, an increase of $12 million, or 13%, compared to $89 million for the prior year period. The increase is due to higher revenues, partially offset by higher operating expenses including $2 million of increased amortization from acquired intangibles. Operating income margins increased to 14.6% compared to 14.0% for the comparable prior year period. Adjusted operating income margins increased to 15.9% compared to 15.2% for the comparable prior year period. For the third quarter of fiscal year 2016, Net earnings increased 18% to $64 million, compared to $54 million for the prior year period, primarily due to higher revenues. Adjusted Net earnings increased 19% to $70 million compared to $59 million for the same period last year. Diluted earnings per share increased to $0.52 per share compared to $0.43 per share for the same period last year. Adjusted Diluted earnings per share were $0.58 per share compared to $0.47 per share for the same period last year. Acquisition Amortization and Other Costs, net of taxes, decreased Diluted earnings per share by $0.05 and $0.04 for the three months ended March 31, 2016 and 2015, respectively. In addition, during the third quarter, the Company repurchased 1.6 million shares of Broadridge common stock at an average price of $54.80 per share under its stock repurchase program. Analysis of Third Quarter Fiscal Year 2016 Investor Communication Solutions Investor Communication Solutions segment Revenues for the three months ended March 31, 2016 increased $49 million, or 11%, to $515 million compared to $466 million in the third quarter of fiscal year 2015. The increase was attributable to higher recurring fee revenues which increased $35 million, or 15%, higher event-driven fee revenues which contributed $1 million and higher distribution revenues which contributed $13 million. Higher recurring fee revenues of 15% were driven by: (i) contributions from our recent acquisitions (7pts); (ii) Net New Business primarily driven by increases in revenues from closed sales (8pts); and (iii) positive internal growth (1pt). Higher event-driven fee revenues were the result of increased mutual fund proxy and corporate actions communications activity. Global Technology and Operations Global Technology and Operations segment Revenues for the three months ended March 31, 2016 increased $13 million, or 7%, to $191 million compared to $178 million for the three months ended March 31, 2015. The increase was attributable to: (i) higher Net New Business from closed sales (3 pts) and (ii) positive internal growth (4 pts) due to higher trade activity levels and revenues associated with a contract modification, partially offset by contract renewals at lower rates. Other Pre-tax loss decreased by $2 million in the third quarter of fiscal year 2016. The decreased loss was mainly due to lower compensation expenses and a gain on the sale of assets, partially offset by an increase in interest expense. Financial Results for the Nine Months ended March 31, 2016 Revenues for the nine months ended March 31, 2016 increased 9% to $1,923 million, compared to $1,765 million for the comparable period last year. The increase was primarily driven by: (i) higher recurring fee revenues of $112 million, or 10%; (ii) higher distribution revenues of $51 million, or 10%; and (iii) higher event-driven fee revenues of $23 million, or 19%. The higher recurring fee revenues of $112 million reflected gains from Net New Business (5pts), contributions from acquisitions (4pts) and internal growth (1pt). The higher distribution revenues of $51 million include $19 million from acquisitions. Operating income for the nine months ended March 31, 2016 was $230 million, an increase of $25 million, or 12%, compared to $205 million for the nine months ended March 31, 2015. The increase is due to higher revenues, partially offset by higher operating expenses including $6 million of increased amortization from acquired intangibles. Operating income

3 margins increased to 12.0% for the nine months ended March 31, 2016, compared to 11.6% for the nine months ended March 31, 2015. Adjusted Operating income margins increased to 13.4% compared to 12.8% for the comparable prior year period. For the nine months ended March 31, 2016, Net earnings increased 13% to $137 million compared to $121 million for the comparable period last year, primarily due to higher revenues. Adjusted Net earnings increased 15% to $156 million compared to $135 million for the same period last year. Diluted earnings per share increased to $1.13 per share compared to $0.97 per share for the comparable period last year. Adjusted Diluted earnings per share were $1.28 compared to $1.09 per share for the comparable period last year. Acquisition Amortization and Other Costs, net of taxes, decreased Diluted earnings per share by $0.15 and $0.11 for the nine months ended March 31, 2016 and 2015, respectively. Fiscal Year 2016 Financial Guidance The Company continues to anticipate: • Recurring fee revenue growth in the range of 10% to 12% and total revenue growth in the range of 8% to 10% • Adjusted Operating income margin of ~18.4% • Effective tax rate of ~34.8% • Adjusted Diluted earnings per share growth in the range of 8% to 12% • Free cash flows in the range of $350 million to $400 million • Closed sales in the range of $120 million to $160 million 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 The Company's results in this press release are presented in accordance with generally accepted accounting principles in the United States ("GAAP") except where otherwise noted. In certain circumstances, results have been presented on an adjusted basis and are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results. With regard to statements in this press release that include certain Non-GAAP financial measures, the adjusted operating income and adjusted earnings measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing performance. These adjusted measures exclude the impact of Acquisition Amortization and Other Costs which represent the amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisition activities. The Adjusted Operating income margin and Adjusted Diluted earnings per share fiscal year 2016 guidance provided above is adjusted to exclude the projected impact of Acquisition Amortization and Other Costs. We provide information on our Free cash flows because we believe this helps investors understand the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments. Free cash flows is a Non-GAAP measure and is defined by the Company as Net cash flows provided by operating activities less capital expenditures, software purchases and capitalized internal use software. The Company believes Non-GAAP financial information helps investors understand the effect of these items on our reported results and provides a better representation of our operating performance. These Non-GAAP measures are indicators that management uses to provide additional meaningful comparisons between our current results and prior reported results, and as a basis for planning and forecasting for future periods. Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the tables that are part of this press release.

4 Earnings Conference Call An analyst conference call will be held today, Thursday, May 5, 2016 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 managed services 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 on average $5 trillion in equity and fixed income trades per day. Broadridge employs approximately 7,400 full-time associates in 14 countries. For more information about Broadridge, please visit www.broadridge.com.

5 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 2016 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, 2015 (the “2015 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 2015 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

6 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, 2016 2015 2016 2015 Revenues $ 688.8 $ 634.2 $ 1,922.5 $ 1,764.6 Operating expenses: Cost of revenues 486.5 452.6 1,389.6 1,273.1 Selling, general and administrative expenses 101.7 92.6 303.0 286.3 Total operating expenses 588.2 545.2 1,692.6 1,559.4 Operating income 100.6 89.0 229.9 205.2 Non-operating expenses, net 7.2 7.1 23.5 21.7 Earnings before income taxes 93.4 81.9 206.4 183.5 Provision for income taxes 29.7 27.9 68.9 62.3 Net earnings $ 63.7 $ 54.0 $ 137.4 $ 121.2 Basic earnings per share $ 0.54 $ 0.45 $ 1.16 $ 1.01 Diluted earnings per share $ 0.52 $ 0.43 $ 1.13 $ 0.97 Weighted-average shares outstanding: Basic 118.2 120.6 118.3 120.2 Diluted 121.7 125.0 121.8 124.4 Dividends declared per common share $ 0.30 $ 0.27 $ 0.90 $ 0.81 Amounts may not sum due to rounding.

7 Broadridge Financial Solutions, Inc. Condensed Consolidated Balance Sheets (In millions, except per share amounts) (Unaudited) March 31, 2016 June 30, 2015 Assets Current assets: Cash and cash equivalents $ 354.4 $ 324.1 Accounts receivable, net of allowance for doubtful accounts of $3.2 and $3.8, respectively 503.8 444.5 Other current assets 145.6 92.8 Total current assets 1,003.8 861.4 Property, plant and equipment, net 108.2 97.3 Goodwill 973.3 970.5 Intangible assets, net 181.6 195.7 Other non-current assets 257.0 243.2 Total assets $ 2,524.0 $ 2,368.1 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 123.8 $ 115.9 Accrued expenses and other current liabilities 291.5 320.4 Deferred revenues 166.0 72.6 Total current liabilities 581.3 508.9 Long-term debt 819.5 689.4 Deferred taxes 41.4 61.7 Deferred revenues 76.3 75.2 Other non-current liabilities 103.1 105.1 Total liabilities 1,621.5 1,440.3 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, 117.5 and 118.2 shares, respectively 1.6 1.6 Additional paid-in capital 901.3 855.5 Retained earnings 1,163.2 1,132.0 Treasury stock, at cost: 37.0 and 36.3 shares, respectively (1,115.8 ) (1,040.4 ) Accumulated other comprehensive loss (47.7 ) (20.9 ) Total stockholders’ equity 902.6 927.8 Total liabilities and stockholders’ equity $ 2,524.0 $ 2,368.1 Amounts may not sum due to rounding.

8 Broadridge Financial Solutions, Inc. Segment Results (In millions) (Unaudited) Revenues Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Investor Communication Solutions $ 515.4 $ 466.1 $ 1,416.8 $ 1,264.4 Global Technology and Operations 191.3 178.0 548.3 514.9 Foreign currency exchange (17.8 ) (9.9 ) (42.6 ) (14.7 ) Total $ 688.8 $ 634.2 $ 1,922.5 $ 1,764.6 Earnings (Loss) before Income Taxes Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Investor Communication Solutions $ 67.1 $ 63.0 $ 147.1 $ 135.4 Global Technology and Operations 40.2 33.6 100.0 91.7 Other (14.8 ) (16.4 ) (44.3 ) (53.5 ) Foreign currency exchange 0.9 1.7 3.6 9.9 Total $ 93.4 $ 81.9 $ 206.4 $ 183.5 Amounts may not sum due to rounding.

9 Broadridge Financial Solutions, Inc. Reconciliation of Non-GAAP to GAAP Measures (In millions, except per share amounts) (Unaudited) Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 ($ in millions) Adjusted Operating income (Non-GAAP) $ 109.8 $ 96.3 $ 257.9 $ 226.7 Acquisition Amortization and Other Costs (9.1 ) (7.3 ) (28.0 ) (21.6 ) Operating income (GAAP) $ 100.6 $ 89.0 $ 229.9 $ 205.2 Adjusted Operating income margin (Non-GAAP) 15.9 % 15.2 % 13.4 % 12.8 % Operating income margin (GAAP) 14.6 % 14.0 % 12.0 % 11.6 % Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 ($ in millions) Adjusted Net earnings (Non-GAAP) $ 70.0 $ 58.8 $ 156.1 $ 135.4 Acquisition Amortization and Other Costs, net of taxes (6.3 ) (4.8 ) (18.7 ) (14.2 ) Net earnings (GAAP) $ 63.7 $ 54.0 $ 137.4 $ 121.2 Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Adjusted Diluted earnings per share (Non-GAAP) $ 0.58 $ 0.47 $ 1.28 $ 1.09 Acquisition Amortization and Other Costs, net of taxes (0.05 ) (0.04 ) (0.15 ) (0.11 ) Diluted earnings per share (GAAP) $ 0.52 $ 0.43 $ 1.13 $ 0.97 Nine Months Ended March 31, 2016 2015 ($ in millions) Free cash flows (Non-GAAP) $ 105.0 $ 126.0 Capital expenditures, software purchases and capitalized internal use software 56.1 30.6 Net cash flows provided by operating activities (GAAP) $ 161.1 $ 156.6 Amounts may not sum due to rounding.

10 Broadridge Financial Solutions, Inc. Reconciliation of Non-GAAP to GAAP Measures Diluted Earnings Per Share Growth and Operating Income Margin Fiscal Year 2016 Guidance (Unaudited) Earnings Per Share Growth Rate (1) FY16 Guidance Adjusted Diluted earnings per share (Non-GAAP) 8% - 12% growth Diluted earnings per share (GAAP) 7% - 12% growth Operating Income Margin (2) FY16 Guidance Adjusted Operating income margin % (Non-GAAP) ~18.4% Operating income margin % (GAAP) ~17.3% (1) Adjusted Diluted EPS growth (Non-GAAP) is adjusted to exclude the projected impact of Acquisition Amortization and Other Costs. Fiscal year 2016 Non-GAAP Adjusted Diluted EPS guidance estimates exclude Acquisition Amortization and Other Costs, net of taxes, of $0.18 per share. (2) Adjusted Operating income margin % (Non-GAAP) is adjusted to exclude the projected impact of Acquisition Amortization and Other Costs. Fiscal year 2016 Non-GAAP Adjusted Operating income margin guidance estimates exclude Acquisition Amortization and Other Costs of $34 million. Note: Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.

EX-99.2

1 © 2014 | Earnings Webcast & Conference Call Third Quarter FY 2016 May 5, 2016 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 2016 Financial Guidance” or our three-year performance objectives and 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, 2015 (the “2015 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 2015 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.

3 Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures The Company's results in this presentation are presented in accordance with generally accepted accounting principles in the United States (“GAAP”) except where otherwise noted. In certain circumstances, results have been presented on an adjusted basis and are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results. With regard to statements in this presentation that include certain Non-GAAP financial measures, the adjusted operating income and adjusted earnings measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing performance. These adjusted measures exclude the impact of Acquisition Amortization and Other Costs which represent the amortization charges associated with intangible asset values as well as other deal costs associated with the Company’s acquisition activities. The Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings and Adjusted Diluted earnings per share fiscal year 2016 guidance provided in this presentation is adjusted to exclude the projected impact of Acquisition Amortization and Other Costs. We also provide information on our Free cash flows because we believe this helps investors understand the amount of cash available for dividends, share repurchases, acquisitions and other discretionary investments. Free cash flows is a Non-GAAP measure and is defined by the Company as Net cash flows provided by operating activities less capital expenditures, software purchases and capitalized internal use software. The Company believes Non-GAAP financial information helps investors understand the effect of these items on our reported results and provides a better representation of our operating performance. These Non-GAAP measures are indicators that management uses to provide additional meaningful comparisons between our current results and prior reported results, and as a basis for planning and forecasting for future periods. Reconciliations of such Non-GAAP measures to the most directly comparable financial measures presented in accordance with GAAP can be found in the attached Appendix. 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.

4 Key Messages •Strong Q3 financial results • Reaffirming FY16 guidance and narrowing full year Revenue and Adjusted EPS ranges • Results aligned with Investor Day 3-year objectives • Solid sales performance in Q3 and YTD keeping us well positioned to deliver full year sales guidance • Both segments contributing with significant activity across Broadridge

5 Q3FY16 and YTD Financial Highlights • Recurring revenues growth of 12% and 10% in Q3 and YTD, respectively • Adjusted Diluted earnings per share (EPS) growth of 23% and 17% in Q3 and YTD, respectively • Reaffirming full year 2016 guidance, including: · Recurring fee revenue growth of 10-12%, towards lower end of range · Total revenue growth of 8-10%, towards lower end of range · Adjusted Diluted EPS growth of 8-12%, around the midpoint of range · Closed sales in the range of $120M-$160M • Share repurchases were $75 million in Q3, net of proceeds from option exercises Note: Our guidance does not take into consideration the effect of any future acquisitions, additional debt or share repurchases.

6 Q3FY16 Business Update • Closed Sales of $29M in Q3 and $94M Year To Date · Pipeline remains robust • Industry Update · Industry cost pressures driving both opportunities and challenges · Department of Labor - Current Industry hot topic · Product innovation expanding across both segments • Regulatory Update

7 3Q FY16 3Q YTD FY16 Actual Actual Growth Drivers as a % of Recurring Fee Revenues Closed Sales 8% 6% Client Losses (2)% (2)% Net New Business 6% 5% Internal Growth 2% 1% Organic Growth 8% 6% Acquisitions 4% 4% Total Recurring Fee Revenue Growth 12% 10% Growth Drivers as a % of Total Revenues Recurring Fee Revenues 8% 6% Event-Driven 0% 1% Distribution 2% 3% FX/Other (1)% (2)% Total Revenue Growth 9% 9% Adjusted Operating income margin (Non-GAAP) 15.9% 13.4% Note: Net New Business is defined as recurring revenue from closed sales less recurring revenue from client losses. Note: Amounts may not sum due to rounding. Key Financial Drivers

8 ($ in millions) Investor Communication Solutions (ICS) 3Q15 3Q16 Versus Prior Year 3Q15 YTD 3Q16 YTD Versus Prior Year Recurring Fee Revenues $228 $263 15% $620 $698 13% Total Revenues $466 $515 11% $1,264 $1,417 12% Earnings before income taxes $63 $67 7% $135 $147 9% Pre-tax Margins 13.5 % 13.0 % (50) bps 10.7 % 10.4 % (30) bps Global Technology and Operations (GTO) 3Q15 3Q16 Versus Prior Year 3Q15 YTD 3Q16 YTD Versus Prior Year Total Revenues $178 $191 7% $515 $548 6% Earnings before income taxes $34 $40 20% $92 $100 9% Pre-tax Margins 18.9 % 21.0 % 210 bps 17.8 % 18.2 % 40 bps Segment Results

9 FY16 Guidance Broadridge Financial Solutions, Inc. Recurring fee revenue growth 10 - 12% Total revenue growth 8 - 10% Adjusted Operating income margins ~18.4% Effective tax rate ~34.8% Adjusted Diluted earnings per share growth 8 - 12% Diluted earnings per share growth 7 - 12% Free cash flows $350M - $400M Closed sales $120M - $160M Segments ICS Total revenue growth 10 - 12% ICS Pre-tax margin ~18.9% GTO Total revenue growth 4 - 6% GTO Pre-tax margins ~17.3% Note: Current guidance remains unchanged from FY2016 guidance issued in August 7, 2015 webcast. Note: Guidance does not take into consideration the effect of any future acquisitions, additional debt and/or share repurchases.

10 Closing Summary • Solid Q3 and YTD financial and closed sales performance reflects our trusted brand and strong value proposition • Reaffirming FY16 guidance and narrowing full year Revenue and Adjusted EPS ranges • Expect full-year results to be aligned with three-year objectives · Drive sales performance to deliver strong recurring revenue growth · Build-out acquisitions portfolio via tuck-ins with disciplined execution · Committed to capital stewardship that enhances Total Shareholder Return • Remain on path to generate sustainable top quartile Total Shareholder Return over any multi-year period

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

12 Appendix

13 Reconciliation of Non-GAAP to GAAP Measures (Unaudited) Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Adjusted Operating income (Non-GAAP) $ 109.8 $ 96.3 $ 257.9 $ 226.7 Acquisition Amortization and Other Costs (9.1 ) (7.3 ) (28.0 ) (21.6 ) Operating income (GAAP) $ 100.6 $ 89.0 $ 229.9 $ 205.2 Adjusted Operating income margin (Non-GAAP) 15.9 % 15.2 % 13.4 % 12.8 % Operating income margin (GAAP) 14.6 % 14.0 % 12.0 % 11.6 % Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Adjusted Net earnings (Non-GAAP) $ 70.0 $ 58.8 $ 156.1 $ 135.4 Acquisition Amortization and Other Costs, net of taxes (6.3 ) (4.8 ) (18.7 ) (14.2 ) Net earnings (GAAP) $ 63.7 $ 54.0 $ 137.4 $ 121.2 Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Adjusted Diluted earnings per share (Non-GAAP) $ 0.58 $ 0.47 $ 1.28 $ 1.09 Acquisition Amortization and Other Costs, net of taxes (0.05 ) (0.04 ) (0.15 ) (0.11 ) Diluted earnings per share (GAAP) $ 0.52 $ 0.43 $ 1.13 $ 0.97 Nine Months Ended March 31, 2016 2015 Free cash flows (Non-GAAP) $ 105.0 $ 126.0 Capital expenditures, software purchases and capitalized internal use software 56.1 30.6 Net cash flows provided by operating activities (GAAP) $ 161.1 $ 156.6 Note: Amounts may not sum due to rounding.

14 Reconciliation of Non-GAAP to GAAP Measures- FY16 Guidance Earnings Per Share Growth Rate (1) FY16 Guidance Adjusted Diluted earnings per share (Non-GAAP) 8% - 12% growth Diluted earnings per share (GAAP) 7% - 12% growth Operating Income Margin (2) FY16 Guidance Adjusted Operating income margin % (Non-GAAP) ~18.4% Operating income margin % (GAAP) ~17.3% (Unaudited) (1) Adjusted Diluted EPS growth (Non-GAAP) is adjusted to exclude the projected impact of Acquisition Amortization and Other Costs. Fiscal year 2016 Non- GAAP Adjusted Diluted EPS guidance estimates exclude estimated Acquisition Amortization and Other Costs, net of taxes, of $0.18 per share. (2) Adjusted Operating income margin % (Non-GAAP) is adjusted to exclude the projected impact of Acquisition Amortization and Other Costs. Fiscal year 2016 Non-GAAP Adjusted Operating income margin guidance estimates exclude estimated Acquisition Amortization and Other Costs of $34 million. Note: Guidance does not take into consideration the effect of any future acquisitions, additional debt, and/or share repurchases.

EX-99.3

BROADRIDGE FINANCIAL SOLUTIONS, INC. - KEY STATS Exhibit 99.3 INVESTOR COMMUNICATION SOLUTIONS SEGMENT RC = Recurring Q3 FY'16 ED = Event Driven (in millions) Fee Revenues 3Q15 3Q16 YTD FY15 YTD FY16 Type Proxy Equities 38.8$ 42.3$ 93.0$ 103.3$ RC Stock Record Position Growth 12% 9% 8% 4% Pieces 32.0 36.0 76.4 85.2 Mutual Funds 16.7$ 17.7$ 37.7$ 48.4$ ED Pieces 21.6 22.0 53.0 68.8 Contests/Specials 4.5$ 4.2$ 16.7$ 18.2$ ED Pieces 4.8 4.1 17.0 18.8 Total Proxy 60.0$ 64.2$ 147.4$ 169.9$ Total Pieces 58.4 62.1 146.4 172.8 Notice and Access Opt-in % 74% 72% 69% 73% Suppression % 64% 66% 62% 64% Interims Mutual Funds (Annual/Semi- Annual Reports/Annual Prospectuses) 53.4$ 57.4$ 133.8$ 145.6$ RC Position Growth 8% 4% 8% 5% Pieces 254.3 258.6 644.0 653.0 Mutual Funds (Supplemental Prospectuses) & Other 15.2$ 14.1$ 38.3$ 38.7$ ED Pieces 74.0 71.4 184.4 199.2 Total Interims 68.6$ 71.5$ 172.1$ 184.4$ Total Pieces 328.3 330.0 828.4 852.3 Page 1

BROADRIDGE FINANCIAL SOLUTIONS, INC. - KEY STATS INVESTOR COMMUNICATION SOLUTIONS SEGMENT (CONT.) Fee Revenues 3Q15 3Q16 YTD FY15 YTD FY16 Type Transaction Reporting Transaction Reporting/Customer Communications 46.5$ 54.3$ 125.1$ 135.5$ RC Fulfillment Fulfillment 35.8$ 34.6$ 111.8$ 104.0$ RC Emerging, Emerging/Acquired 53.6$ 74.8$ 155.8$ 209.4$ RC Acquired, Other 11.2$ 12.4$ 27.3$ 38.0$ ED and Other Total Emerging, Acquired and Other 64.8$ 87.2$ 183.1$ 247.4$ Total Fee Revenues 275.7$ 311.7$ 739.5$ 841.1$ Total Distribution Revenues 190.4$ 203.6$ 524.9$ 575.6$ Total Revenues 466.1$ 515.4$ 1,264.4$ 1,416.8$ Total RC Fees 228.1$ 263.3$ 619.5$ 697.8$ % RC Growth 6% 22% 10% 13% Total ED Fees 47.6$ 48.5$ 120.0$ 143.3$ *Numbers may not sum due to rounding Page 2

BROADRIDGE FINANCIAL SOLUTIONS, INC. - KEY STATS RC = Recurring GLOBAL TECHNOLOGY AND OPERATIONS SEGMENT Q3 FY'16 ($ in millions, except trade statistics) 3Q15 3Q16 FY15 YTD FY16 YTD Type Equity Transaction-Based Equity Trades 35.1$ 36.4$ 101.9$ 102.4$ RC Internal Trade Volume (Average Trades per Day in '000) 1,063 1,098 989 1,005 Internal Trade Growth 0% 3% 2% 2% Trade Volume (Average Trades per Day in '000) 1,066 1,114 990 1,014 Non-Transaction Other Equity Services 112.0 123.4 321.0 352.5 RC Total Equity 147.0$ 159.8$ 422.9$ 454.9$ Fixed Income Transaction-Based Fixed Income Trades 14.7$ 14.7$ 43.6$ 43.7$ RC Internal Trade Volume (Average Trades per Day in '000) 317 323 314 317 Internal Trade Growth 6% 0% 1% 1% Trade Volume (Average Trades per Day in '000) 336 332 324 325 Non-Transaction Other Fixed Income Services 16.3$ 16.7$ 48.3$ 49.7$ RC Total Fixed Income 31.0$ 31.5$ 91.9$ 93.4$ Total Revenues 178.0$ 191.3$ 514.9$ 548.3$ *Numbers may not sum due to rounding