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): November 9, 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 November 9, 2016, Broadridge Financial Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended September 30, 2016. On November 9, 2016, the Company also posted an Earnings Webcast & Conference Call Presentation dated November 9, 2016 on the Company's Investor Relations website at www.broadridge-ir.com. In addition, on November 9, 2016, the Company posted key statistics related to its Investor Communication Solutions and Global Technology Operations businesses for the first quarter ended September 30, 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 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. 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, 2016 (the “2016 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 2016 Annual Report. 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. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements 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; any material breach of Broadridge security affecting its clients’ customer information; declines in participation and activity in the securities markets; the failure of our 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 the demands of its clients; the 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 November 9, 2016
99.2	Broadridge Financial Solutions, Inc. Earnings Webcast & Conference Call Presentation dated November 9, 2016
99.3	Broadridge Financial Solutions, Inc. Key Statistics dated November 9, 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: November 9, 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 FIRST QUARTER FISCAL YEAR 2017 RESULTS

Revenues Rise 51% to $0.9 Billion and Broadridge Reaffirms Full Year Guidance

LAKE SUCCESS, N.Y., November 9, 2016- Broadridge Financial Solutions, Inc. (NYSE:BR) today reported financial results for the first quarter ended September 30, 2016 of its fiscal year 2017.

		First Quarter				%
Summary Financial Results		2017		2016		Change
Dollars in millions, except per share data
Total revenues		$895		$595		51%
Recurring fee revenues		517		393		32%
Operating income		66		59		12%
	Operating income margin	7.4	%	9.9	%
Adjusted operating income - Non-GAAP		82		68		19%
	Adjusted operating income margin - Non-GAAP	9.1	%	11.5	%
Diluted EPS		$0.28		$0.28		—%
Adjusted EPS - Non-GAAP		$0.36		$0.33		9%
Closed sales		$22		$17		26%

“Broadridge delivered a solid first quarter,” said Richard J. Daly, Broadridge’s President and Chief Executive Officer. “We reported strong revenue growth, largely driven by the acquisition of NACC, and continued strong momentum in Closed sales. We also took steps to strengthen our leadership position over the medium- and long-term by investing in blockchain technology for our proxy business and by executing on the digital strategy for our Investor Communication Solutions segment.”

“These efforts, together with other ongoing product initiatives and our strong sales pipeline, give Broadridge multiple paths to drive growth.  We are on track to achieve our three year financial objectives and our fiscal 2017 guidance for recurring fee revenue growth of 29% to 31%, Adjusted EPS growth of 12% to 17%, and Closed sales in the range of $140 million to $180 million,” Mr. Daly added.

Financial Results for First Quarter Fiscal Year 2017

Revenues

Revenues for the first quarter of fiscal year 2017 increased 51% to $895 million, from $595 million for the prior year period. Revenues from acquisitions contributed $278 million of this total increase, with the revenues of the North American Customer Communications business acquired from DST Systems, Inc. ("NACC") contributing $272 million.

Recurring fee revenues rose 32% to $517 million from $393 million. The increase in recurring fee revenues reflected: contributions from our recent acquisitions (28pts), including $106 million from the acquisition of NACC, and gains from Net New Business (4pts).

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Distribution revenues rose $181 million, or 103%, to $357 million, largely driven by the acquisition of NACC. Changes in foreign currency rates lowered Broadridge's revenue by $4 million as compared to the prior year period.

Operating Income

For the first quarter of fiscal year 2017:

• Operating income was $66 million, an increase of $7 million, or 12%, compared to $59 million for the prior year period. Operating income margin decreased to 7.4%, compared to 9.9% for the prior year period.

• Adjusted operating income was $82 million, an increase of $13 million, or 19%, compared to $68 million for the prior year period. Adjusted operating income margin decreased to 9.1%, compared to 11.5% for the prior year period.

• The increase in Operating income and Adjusted operating income was primarily due to the acquisition of NACC.

Interest Expense and Other Non-operating Expenses

Interest expense, net for the first quarter of fiscal year 2017 was $10 million, an increase of $4 million, or 68%, compared to $6 million for the prior year period. The increase was primarily due to higher interest expense driven by higher indebtedness. Other non-operating expenses, net were $4 million, an increase of $3 million, primarily due to higher foreign currency transaction losses.

Net Earnings and Earnings per Share

For the first quarter of fiscal year 2017:

• Net earnings were $34 million for both the current and prior year period.

• Adjusted net earnings increased 11% to $44 million, compared to $40 million for the prior year period.

• Diluted earnings per share were $0.28, unchanged from the prior year period.

• Adjusted earnings per share increased 9% to $0.36 from $0.33 for the prior year period

Segment and Other Results for First Quarter Fiscal Year 2017

Investor Communication Solutions ("ICS")

ICS revenues in the first quarter of fiscal year 2017 increased $294 million, or 68%, to $723 million, compared to $430 million in the prior year period. Revenues from acquisitions contributed $274 million of this total increase, with NACC revenues contributing $272 million.

ICS recurring fee revenues in the first quarter of fiscal year 2017 rose $113 million, or 52%, to $329 million. The increase reflected: (i) contributions from our recent acquisitions (50pts), including (49pts) from the NACC acquisition; and (ii) Net New Business from increases in revenues from Closed sales (3pts); which were partially offset by (iii) negative internal growth as a result of a decline in the volume of processed pieces (-1pt).

ICS distribution revenues rose $181 million, or 103%, to $357 million. Event-driven revenues declined $1 million to $38 million as a result of decreased equity proxy specials and corporate actions communications activity.

Position growth compared to the same period in the prior year, which is a component of internal growth, was 1% for mutual fund interims and 1% for annual equity proxy communications.

ICS earnings before income taxes declined $1 million, or 3%, to $33 million as higher operating expenses, including higher distribution and amortization expenses, more than offset the impact of higher revenues. Pre-tax margins decreased by 3.4 percentage points to 4.5%, this was primarily due to the acquisition of NACC.

Global Technology and Operations ("GTO")

GTO revenues in the first quarter of fiscal year 2017 increased $11 million, or 6%, to $188 million, compared to $177 million in the prior year period. The increase was attributable to higher Net New Business from Closed sales (4pts) and revenue from recent acquisitions (2pts).

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GTO earnings before income taxes rose $8 million, or 26%, to $38 million, reflecting robust revenue growth and cost management initiatives. Pre-tax margins increased by 320 basis points to 20.4%.

Other

Other Pre-tax loss increased by $9 million, or 64%, in the first quarter of fiscal year 2017 to $23 million from $14 million in the prior year period. The biggest driver of the increased loss was higher net interest expense of $4 million.

Additional First Quarter Fiscal Year 2017 Events

Customer Communications Acquisition

On July 1, 2016, Broadridge completed the acquisition of NACC from DST Systems, Inc., expanding our product offerings in our Investor Communication Solutions segment.  This business is being integrated into our existing customer communications business, which is now known as Broadridge Customer Communications. The aggregate purchase price was $410 million in cash, subject to customary working capital and other closing adjustments.

Purchase of Intellectual Property

In September 2016, Broadridge acquired intellectual property assets from Inveshare, Inc. ("Inveshare") and, at the same time, entered into a development agreement with an affiliate of Inveshare to use these assets to develop blockchain technology applications for Broadridge’s proxy business. The purchase price was $95 million to acquire the existing assets, plus an additional deferred payment of $40 million upon delivery of the new blockchain technology applications, which the Company expects to occur by September 2018. Broadridge also granted Inveshare a perpetual license to the acquired technology assets, and Inveshare will remain an independent provider of proxy communication services.

Subsequent Event - M&O Systems Acquisition

On November 4, 2016, Broadridge completed the acquisition of M&O Systems, Inc. (“M&O”). M&O is a provider of SaaS-based compensation management and related solutions for broker-dealers and registered investment advisors. The aggregate purchase price was $25 million in cash, subject to customary working capital and other closing adjustments.

Fiscal Year 2017 Financial Guidance

The Company reaffirms its fiscal year 2017 guidance:

• Recurring fee revenue growth in the range of 29% to 31%

• Total revenue growth in the range of 43% to 45%

• Adjusted operating income margin of ~15%

• Diluted earnings per share growth in the range of 9% to 14%

• Adjusted earnings per share growth in the range of 12% to 17%

• Free cash flow in the range of $350 million to $400 million

• Closed sales in the range of $140 million to $180 million

Earnings Conference Call

An analyst conference call will be held today, Wednesday, November 9, 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 live event and access the slide presentation, visit Broadridge’s Investor Relations website at www.broadridge-ir.com prior to the start of the webcast. To listen to the call, investors may dial 1-844-348-2805 within the United States and international callers may dial 1-213-785-7185.

A replay of the webcast will be available and can be accessed in the same manner as the live webcast at the Broadridge Investor Relations site. Through November 23, 2016, the recording will also be available by dialing 1-855-859-2056 passcode: 8672496 within the United States or 1-404-537-3406 passcode: 8672496 for international callers.

Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures

The Company’s results in this press release are presented in accordance with U.S. GAAP except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating

3

income margin, Adjusted Net earnings, Adjusted earnings per share, and Free cash flow. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results.

The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, for internal planning and forecasting purposes and in the calculation of performance-based compensation. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.

Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings per Share

These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as 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 operating performance. These adjusted measures exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. We exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs from these measures because excluding such information provides us with an understanding of the results from the primary operations of our business and these items do not reflect ordinary operations or earnings. Management believes these measures may be useful to an investor in evaluating the underlying operating performance of our business.

Free Cash Flow

In addition to the Non-GAAP financial measures discussed above, we provide Free cash flow information because we consider Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions and other discretionary investments. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures and Software purchases and capitalized internal use software.

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.

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 2017 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, 2016 (the “2016 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 2016 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

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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; any material breach of Broadridge security affecting its clients’ customer information; declines in participation and activity in the securities markets; 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.

About Broadridge

Broadridge Financial Solutions, Inc. (NYSE:BR) is a leading provider of investor communications and technology-driven solutions for banks, broker-dealers, mutual funds and corporate issuers. Broadridge’s investor and customer 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 over $5 trillion in equity and fixed income trades per day. Broadridge employs approximately 10,000 associates in 16 countries. For more information about Broadridge, please visit www.broadridge.com.

Contact Information

Investors:

W. Edings Thibault

Investor Relations

(516) 472-5129

Media:

Gregg Rosenberg

Corporate Communications

(212) 918-6966

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended   September 30,
	2016		2015
Revenues	$	895.3	$	594.7
Operating expenses:
Cost of revenues	717.9		438.6
Selling, general and administrative expenses	111.3		97.1
Total operating expenses	829.3		535.7
Operating income	66.0		59.1
Interest expense, net	10.4		6.2
Other non-operating expenses, net	4.2		1.2
Earnings before income taxes	51.5		51.7
Provision for income taxes	17.9		18.1
Net earnings	$	33.7	$	33.5
Basic earnings per share	$	0.28	$	0.28
Diluted earnings per share	$	0.28	$	0.28
Weighted-average shares outstanding:
Basic	118.5		118.3
Diluted	121.6		121.7
Dividends declared per common share	$	0.33	$	0.30

Amounts may not sum due to rounding.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

	September 30, 2016			June 30, 2016
Assets
Current assets:
Cash and cash equivalents	$	227.4		$	727.7
Accounts receivable, net of allowance for doubtful accounts of $3.0 and $2.3, respectively	499.4			453.4
Other current assets	159.0			108.0
Total current assets	885.8			1,289.1
Property, plant and equipment, net	130.7			112.2
Goodwill	1,239.5			999.3
Intangible assets, net	389.0			210.3
Other non-current assets	297.3			261.8
Total assets	$	2,942.3		$	2,872.7
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	124.9		$	124.8
Accounts payable	134.1			133.2
Accrued expenses and other current liabilities	308.4			352.2
Deferred revenues	74.4			82.7
Total current liabilities	641.8			692.9
Long-term debt, excluding current portion	1,001.0			890.7
Deferred taxes	61.4			61.6
Deferred revenues	69.6			70.3
Other non-current liabilities	117.3			111.8
Total liabilities	1,891.0			1,827.3
Stockholders’ equity:
Common stock, $0.01 par value: 650.0 shares authorized; 154.5 and 154.5 shares issued, respectively; and 119.1 and 118.3 shares outstanding, respectively	1.6			1.6
Additional paid-in capital	936.5			901.2
Retained earnings	1,292.4			1,297.8
Treasury stock, at cost: 35.4 and 36.2 shares, respectively	(1,130.2		)	(1,116.9		)
Accumulated other comprehensive loss	(48.9		)	(38.2		)
Total stockholders’ equity	1,051.3			1,045.5
Total liabilities and stockholders’ equity	$	2,942.3		$	2,872.7

Amounts may not sum due to rounding.

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Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended   September 30,
	2016			2015
Cash Flows From Operating Activities
Net earnings	$	33.7		$	33.5
Adjustments to reconcile Net earnings to Net cash flows provided by operating activities:
Depreciation and amortization	17.5			12.4
Amortization of acquired intangibles and purchased intellectual property	12.8			8.1
Amortization of other assets	7.4			6.5
Stock-based compensation expense	8.8			9.0
Deferred income taxes	(7.8		)	(8.8		)
Excess tax benefits from stock-based compensation awards	(20.9		)	(1.4		)
Other	2.3			(1.1		)
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Current assets and liabilities:
Decrease in Accounts receivable, net	44.4			36.7
Increase in Other current assets	(27.5		)	(5.9		)
Decrease in Accounts payable	(7.9		)	(3.5		)
Decrease in Accrued expenses and other current liabilities	(118.5		)	(96.0		)
Increase (decrease) in Deferred revenues	(11.7		)	2.2
Non-current assets and liabilities:
Increase in Other non-current assets	(27.1		)	(14.6		)
Increase (decrease) in Other non-current liabilities	7.3			(1.7		)
Net cash flows used in operating activities	(87.4		)	(24.6		)
Cash Flows From Investing Activities
Capital expenditures	(7.2		)	(14.9		)
Software purchases and capitalized internal use software	(7.6		)	(2.9		)
Acquisitions, net of cash acquired	(402.0		)	—
Purchase of intellectual property	(90.0		)	—
Equity method investment	(1.6		)	(0.3		)
Net cash flows used in investing activities	(508.4		)	(18.1		)
Cash Flows From Financing Activities
Proceeds from Long-term debt	110.0			65.0
Repayments on Long-term debt	—			(20.0		)
Excess tax benefits from stock-based compensation awards	20.9			1.4
Dividends paid	(35.5		)	(32.0		)
Purchases of Treasury stock	(40.0		)	(3.0		)
Proceeds from exercise of stock options	41.4			3.1
Payment of contingent consideration liabilities	—			(0.8		)
Costs related to issuance of bonds	(0.7		)	—
Net cash flows provided by financing activities	96.1			13.7
Effect of exchange rate changes on Cash and cash equivalents	(0.7		)	(8.8		)
Net change in Cash and cash equivalents	(500.3		)	(37.8		)
Cash and cash equivalents, beginning of period	727.7			324.1
Cash and cash equivalents, end of period	$	227.4		$	286.3
Supplemental disclosure of cash flow information:
Cash payments made for interest	$	8.0		$	8.5
Cash payments made for income taxes, net of refunds	$	55.0		$	30.0
Non-cash investing and financing activities:
Accrual of unpaid property, plant and equipment and software	$	0.6		$	—
Obligations related to the purchase of intellectual property	$	5.0		$	—

Amounts may not sum due to rounding.

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Broadridge Financial Solutions, Inc.

Segment Results

(In millions)

(Unaudited)

Segment results:

	Revenues
	Three Months Ended   September 30,
	2016			2015
	(in millions)
Investor Communication Solutions	$	723.3		$	429.7
Global Technology and Operations	187.8			176.8
Foreign currency exchange	(15.9		)	(11.7		)
Total	$	895.3		$	594.7

	Earnings (Loss) before Income Taxes
	Three Months Ended   September 30,
	2016			2015
	(in millions)
Investor Communication Solutions	$	32.9		$	33.9
Global Technology and Operations	38.3			30.3
Other	(22.8		)	(13.9		)
Foreign currency exchange	3.2			1.3
Total	$	51.5		$	51.7

Amounts may not sum due to rounding.

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Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended   September 30,
	2016			2015
	(in millions)
Operating income (GAAP)	$	66.0		$	59.1
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property	12.8			8.1
Acquisition and Integration Costs	2.8			1.3
Adjusted Operating income (Non-GAAP)	$	81.6		$	68.4
Operating income margin (GAAP)	7.4		%	9.9		%
Adjusted Operating income margin (Non-GAAP)	9.1		%	11.5		%

	Three Months Ended   September 30,
	2016			2015
	(in millions)
Net earnings (GAAP)	$	33.7		$	33.5
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property	12.8			8.1
Acquisition and Integration Costs	2.8			1.3
Tax impact of adjustments	(5.4		)	(3.3		)
Adjusted Net earnings (Non-GAAP)	$	43.9		$	39.6

	Three Months Ended   September 30,
	2016			2015
Diluted earnings per share (GAAP)	$	0.28		$	0.28
Adjustments:
Amortization of Acquired Intangibles and Purchased Intellectual Property	0.11			0.07
Acquisition and Integration Costs	0.02			0.01
Tax impact of adjustments	(0.04		)	(0.03		)
Adjusted earnings per share (Non-GAAP)	$	0.36		$	0.33

	Three Months Ended   September 30,
	2016			2015
	(in millions)
Net cash flows used in operating activities (GAAP)	$	(87.4	)	$	(24.6	)
Capital expenditures and Software purchases and capitalized internal use software	(14.7		)	(17.8		)
Free cash flow (Non-GAAP)	$	(102.1	)	$	(42.4	)

Note: Amounts may not sum due to rounding.

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Broadridge Financial Solutions, Inc.

Reconciliation of Non-GAAP to GAAP Measures

Adjusted Earnings Per Share Growth, Adjusted Operating Income Margin and Free Cash Flow

Fiscal Year 2017 Guidance

(In millions, except per share amounts)

(Unaudited)

Adjusted Earnings Per Share Growth Rate (1)
Diluted earnings per share (GAAP)	9% - 14% growth
Adjusted earnings per share (Non-GAAP)	12% - 17% growth
Adjusted Operating Income Margin (2)
Operating income margin % (GAAP)	~13.6%
Adjusted Operating income margin % (Non-GAAP)	~15%
Free Cash Flow
Net cash flows provided by operating activities (GAAP)	$470 - $550
Capital expenditures and Software purchases and capitalized internal use software	(120) - (150)
Free cash flow (Non-GAAP)	$350 - $400

(1) Adjusted EPS growth (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, and is calculated using diluted shares outstanding. Fiscal year 2017 Non-GAAP Adjusted EPS guidance estimates exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, net of taxes, of approximately $0.40 per share.

(2) Adjusted Operating income margin (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. Fiscal year 2017 Non-GAAP Adjusted Operating income margin guidance estimates exclude Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs of approximately $74 million.

11

EX-99.2

1 © 2014 | Earnings Webcast & Conference Call First Quarter Fiscal Year 2017 November 9, 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 Financial Solutions, Inc. ("Broadridge" or the "Company") 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 2017 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, 2016 (the “2016 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 2016 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; any material breach of Broadridge security affecting its clients’ customer information; declines in participation and activity in the securities markets; 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 Use of Non-GAAP Financial Measures 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 U.S. GAAP except where otherwise noted. In certain circumstances, results have been presented that are not generally accepted accounting principles measures (“Non-GAAP”). These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted earnings per share, and Free cash flow. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. The Company believes its Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate the Company's ongoing operations, for internal planning and forecasting purposes and in the calculation of performance-based compensation. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing its business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation. Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted Net Earnings and Adjusted Earnings per Share These Non-GAAP measures reflect Operating income, Operating income margin, Net earnings, and Diluted earnings per share, as adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of the Company's ongoing operating performance. These adjusted measures exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. The Company excludes Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs from these measures because excluding such information provides the Company with an understanding of the results from the primary operations of its business and these items do not reflect ordinary operations or earnings. Management believes these measures may be useful to an investor in evaluating the underlying operating performance of the Company's business. Free Cash Flow In addition to the Non-GAAP financial measures discussed above, the Company provides Free cash flow information because it considers Free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated that could be used for dividends, share repurchases, strategic acquisitions and other discretionary investments. Free cash flow is a Non-GAAP financial measure and is defined by the Company as Net cash flows provided by operating activities less Capital expenditures and Software purchases and capitalized internal use software. 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 presentation. 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.

4 Highlights  Solid 1Q financial results  On track to achieve Fiscal Year 2017 guidance and three year financial objectives  Continued momentum in Closed sales  NACC integration going well - on track to achieve synergy targets and executing on digital strategy  Blockchain investment demonstrates commitment to innovation leadership in proxy market  Tuck-in M&A strategy remains a focus

5 First Quarter 2017 Financial Summary  First quarter is seasonally smallest quarter of Broadridge's fiscal year  Total revenue growth of 51% and recurring revenue growth of 32% o NACC acquisition biggest driver of growth o Organic recurring fee revenue growth of 3%  Strong bottom line growth o Diluted EPS flat year-over-year o Adjusted EPS grew 9% to $0.36  Closed sales up 26% to $22 million  On track to achieve Fiscal Year 2017 guidance and three year financial objectives

6 Business Update  Interim record growth improved sequentially - still below recent levels  NACC integration going well o On track to achieve $20 million of targeted synergies o Building blocks of digital strategy coming into place including rollout of Broadridge Communications Cloud at Money 20/20  Acquisition of Inveshare technology assets will accelerate development of blockchain capabilities for proxy market o Builds on legacy of technology-driven innovation in proxy market  M&O Systems acquisition is most recent tuck-in acquisition by Broadridge  Regulatory update o SEC Investment Company Reporting Modernization rule adopted without notice and access provision

7 First Quarter 2017 Revenue Growth Drivers  First Quarter 2017 recurring fee revenue grew 32% to $517 million Organic growth: 3% Amounts may not sum due to rounding ▪ First Quarter 2017 total revenue grew 51% to $895 million

8 Strong Growth in GAAP and Adjusted Operating Income and Adjusted EPS $ in millions Year-over-Year Change in Operating Income and Adjusted Operating Income Year-over-Year Change in EPS and Adjusted EPS $59 $66 $68 $82 $30 $40 $50 $60 $70 $80 $90 Q1 2016 Q1 2017 Operating Income Adjusted Operating Income +19% +14% $0.28 $0.28 $0.33 $0.36 $0.20 $0.24 $0.28 $0.32 $0.36 $0.40 Q1 2016 Q1 2017 Dilute EPS Adjust d EPS +9% 0%

9 ($ in millions) Investor Communication Solutions (ICS) Q1 2016 Q1 2017 Change Recurring fee revenues $216 $329 52% Total revenues $430 $723 68% Earnings before income taxes $34 $33 (3)% Pre-tax margin 7.9 % 4.5 % -340 bps Global Technology and Operations (GTO) Q1 2016 Q1 2017 Change Total revenues $177 $188 6% Earnings before income taxes $30 $38 26% Pre-tax margin 17.2 % 20.4 % 320 bps First Quarter 2017 Segment Results

10 Capital Allocation and Summary Balance Sheet Select Uses of Cash in First Quarter 2017 • $15 million in capital expenditures and software investment • $410 million to acquire NACC • $90 million for acquisition of Inveshare technology Summary Balance Sheet as of September 30, 2016 Assets Cash and equivalents $ 227 Other assets 2,715 Total assets $ 2,942 Liabilities and Stockholders' Equity Total debt outstanding $ 1,126 Other liabilities 765 Total liabilities $ 1,891 Total stockholders' equity $ 1,051 Amounts may not sum due to rounding $ in millions

11 Fiscal Year 2017 Guidance Recurring fee revenue growth 29 - 31% Total revenue growth 43 - 45% Adjusted Operating income margin ~15% Diluted earnings per share growth 9 - 14% Adjusted earnings per share growth 12 - 17% Free cash flow $350M - $400M Closed sales $140M - $180M Segments ICS Total revenue growth 55 - 57% ICS Pre-tax margin ~14% GTO Total revenue growth 4 - 6% GTO Pre-tax margin ~18.5%

12 Closing Summary  Solid start to 2017 fiscal year o 32% recurring revenue growth, including 3% organic growth o 26% increase in closed sales  On track to achieve 2017 guidance  NACC integration going well o Putting in place building blocks of digital strategy  Making investment in blockchain capabilities to strengthen leadership position for proxy business  Strong Closed sales pipeline highlights breadth of product line and multiple paths to success  Focused on execution

13 Appendix

14 Reconciliation of Non-GAAP to GAAP Measures $ in million, except per share figures Three Months Ended September 30, 2016 2015 Operating income (GAAP) $ 66.0 $ 59.1 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 12.8 8.1 Acquisition and Integration Costs 2.8 1.3 Adjusted Operating income (Non-GAAP) $ 81.6 $ 68.4 Operating income margin (GAAP) 7.4 % 9.9 % Adjusted Operating income margin (Non-GAAP) 9.1 % 11.5 % Three Months Ended September 30, 2016 2015 Net earnings (GAAP) $ 33.7 $ 33.5 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 12.8 8.1 Acquisition and Integration Costs 2.8 1.3 Tax impact of adjustments (5.4 ) (3.3 ) Adjusted Net earnings (Non-GAAP) $ 43.9 $ 39.6 Three Months Ended September 30, 2016 2015 Diluted earnings per share (GAAP) $ 0.28 $ 0.28 Adjustments: Amortization of Acquired Intangibles and Purchased Intellectual Property 0.11 0.07 Acquisition and Integration Costs 0.02 0.01 Tax impact of adjustments (0.04 ) (0.03 ) Adjusted earnings per share (Non-GAAP) $ 0.36 $ 0.33 Note: Amounts may not sum due to rounding. Three Months Ended September 30, 2016 2015 Net cash flows used in operating activities (GAAP) $ (87.4 ) $ (24.6 ) Capital expenditures and Software purchases and capitalized internal use software (14.7 ) (17.8 ) Free cash flow (Non-GAAP) $ (102.1 ) $ (42.4 ) (Unaudited)

15 Reconciliation of Non-GAAP to GAAP Measures – Fiscal Year 2017 Guidance (Unaudited) Adjusted Earnings Per Share Growth Rate (1) Diluted earnings per share (GAAP) 9% - 14% Adjusted earnings per share (Non-GAAP) 12% - 17% Adjusted Operating Income Margin (2) Operating income margin % (GAAP) ~13.6% Adjusted Operating income margin % (Non-GAAP) ~15% Free Cash Flow Net cash flows provided by operating activities (GAAP) $470 - $550 Capital expenditures and Software purchases and capitalized internal use software (120) - (150) Free cash flow (Non-GAAP) $350 - $400 (1) Adjusted EPS growth (Non-GAAP) is adjusted to exclude the projected impact of Amortization of Acquired Intangibles and Purchased Intellectual Property and Acquisition and Integration Costs and is calculated using diluted shares outstanding. Fiscal year 2017 Non-GAAP Adjusted EPS guidance estimates exclude estimated Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, net of taxes, of approximately $0.40 per share. (2) Adjusted Operating income margin (Non-GAAP) is adjusted to exclude the projected impact of Acquired Intangibles and Purchased Intellectual Property and Acquisition and Integration Costs. Fiscal year 2017 Non-GAAP Adjusted Operating income margin guidance estimates exclude estimated Acquired Intangibles and Purchased Intellectual Property and Acquisition and Integration Costs of approximately $74 million.

EX-99.3

BROADRIDGE FINANCIAL SOLUTIONS SUPPLEMENTAL REPORTING DETAIL FISCAL YEAR 2017 FIRST QUARTER ADDITIONAL PRODUCT LINE REPORTING Quarter Ended September 30, % $ in millions 2016 2015 Change Investor Communication Solutions ("ICS") Equity proxy $30.8 $29.0 6% Mutual fund interims 44.2 45.3 -2% Customer communications & fulfillment 183.7 74.2 148% Other ICS 70.4 67.4 4% Total ICS recurring fee revenues $329.1 $215.9 52% Equity & other 17.6 16.4 7% Mutual fund interims 19.8 21.6 -8% Total event driven revenues $37.5 $38.0 -1% Distribution 356.7 175.8 103% Total ICS revenues $723.3 $429.7 68% Global Technology & Operations ("GTO") Equities 154.8 146.0 6% Fixed income 33.0 30.8 7% Total GTO recurring fee revenues $187.8 $176.8 6% Foreign currency exchange (15.9) (11.7) nm Total revenues $895.3 $594.7 51% Revenues by Type Recurring fee revenues $516.9 $392.7 32% Event driven revenues 37.5 38.0 -1% Distribution revenues 356.7 175.8 103% Foreign currency exchange (15.9) (11.7) nm Total revenues $895.3 $594.7 51% Amounts may not sum due to rounding

BROADRIDGE FINANCIAL SOLUTIONS SUPPLEMENTAL REPORTING DETAIL FISCAL YEAR 2017 FIRST QUARTER RECURRING FEE REVENUE GROWTH DRIVERS Quarter Ended September 30, 2016 ICS GTO Broadridge Internal growth -1% 0% 0% Net new business 3% 4% 4% Organic recurring fee revenue growth 2% 4% 3% Acquisitions 50% 2% 28% Total recurring fee revenue growth 52% 6% 32% Amounts may not sum due to rounding

BROADRIDGE FINANCIAL SOLUTIONS SUPPLEMENTAL REPORTING DETAIL FISCAL YEAR 2017 FIRST QUARTER SELECT OPERATING STATISTICS Quarter Ended September 30, % $ in millions 2016 2015 Change Closed Sales $21.7 $17.2 26% Record Growth 1 Equities proxy 1% 2% Mutual fund interims 1% 6% Internal Trade Growth2 Equity -3% 8% Fixed income -2% 4% 1 2 who were on Broadridge's trading platforms in both the current and prior year period Internal trade growth represents the growth in trade volumes for clients whose contracts are linked to trade volumes and Stock record growth and interim record growth measure the annual change in total positions for equity proxies and mutual fund interims, respectively, for equities and mutual funds’ position data reported to Broadridge in both the current and prior year periods.