May 11, 2009

Earnings Webcast & Conference Call

Third Quarter Fiscal Year 2009

Broadridge Financial Solutions, Inc.

Exhibit 99.2

1

Forward-Looking Statements

This

presentation

and

other

written

or

oral

statements

made

from

time

to

time

by

representatives

of  

Broadridge

may

contain

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Statements

that

are

not

historical

in

nature,

such

as

our

fiscal

year

2009

financial

guidance,

and

which

may

be

identified

by

the

use

of

words

like

“expects,”

“assumes,”

“projects,”

“anticipates,”

“estimates,”

“we

believe,”

“could

be”

and

other

words

of

similar

meaning,

are

forward-looking

statements.

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, 2008 (the “2008 Annual Report”), as they may be updated in

any

future

reports

filed

with

the

Securities

and

Exchange

Commission.

Any

forward-looking

statements

are

qualified

in

their

entirety

by

reference

to

the

factors

discussed

in

the

2008

Annual

Report.

These

risks

include:

the success of Broadridge in retaining and selling additional services to its existing clients and in obtaining

new clients; the pricing of Broadridge’s products and services; changes in laws affecting the investor

communication services provided by Broadridge; changes in laws regulating registered securities clearing

firms and broker-dealers; declines in trading volume, market prices, or the liquidity of the securities markets;

any

material

breach

of

Broadridge

security

affecting

its

clients’

customer

information;

Broadridge’s

ability

to

continue to obtain data center services from its former parent company, Automatic Data Processing, Inc.

(“ADP”); any significant slowdown or failure of Broadridge’s systems; changes in technology; availability of

skilled technical employees; the impact of new acquisitions and divestitures; competitive conditions; overall

market and economic conditions; and any adverse consequences from Broadridge’s spin-off from ADP. 

Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new

information, future events or otherwise.

This presentation may include certain Non-GAAP (generally accepted accounting principles) financial

measures in describing Broadridge’s performance. Management believes that such Non-GAAP measures,

when presented in conjunction with comparable GAAP measures provide investors a more complete

understanding of Broadridge’s underlying operational results.  These Non-GAAP measures are indicators that

management uses to provide additional meaningful comparisons between current results and prior reported

results, and as a basis for planning and forecasting for future periods. These measures should be considered

in addition to and not a substitute for the measures of financial performance prepared in accordance with

GAAP. The reconciliations of such measures to the comparable GAAP figures are included in this

presentation. 

2

Today’s Agenda

Opening Remarks

Rich Daly, CEO

Third Quarter FY 2009 Results and

Dan Sheldon, CFO

Cash Flow

Fiscal Year 2009 Guidance Summary

Rich Daly, CEO

Summary

Rich Daly, CEO

Q&A

Rich Daly, CEO

Dan Sheldon, CFO

Marvin Sims, VP Investor Relations

Closing Remarks

Rich Daly, CEO

3

Opening Remarks

Key Topics:

•

Financial results for the third quarter and fiscal year

2009 financial guidance

•

General update of current market dynamics and

impact on Broadridge

•

A review of closed sales performance and sales

pipeline

4

Opening Remarks –

Key Topics

Third Quarter FY09 Financial Results

•

GAAP and Non-GAAP Earnings Per Share (EPS) performance for the quarter were

better than our expectations as a result of the benefit of a state tax credit and lower

expenses

•

Fee

revenues

for

all

three

operating

segments

continued

to

grow,

offset

by

lower

distribution revenues and the unfavorable impact of foreign currency exchange

rates

•

Increasing fiscal year 2009 GAAP EPS guidance and reaffirming Non-GAAP EPS

guidance

GAAP

EPS

range

of

$1.52

-

$1.62

Non-GAAP

EPS

range

of

$1.45

-

$1.55

(excludes

one-time

gain

of

$0.04

per

share

from

purchase of senior notes and $0.03 per share from the retroactive benefit of the state tax

credit)

•

Fiscal year 2009 revenue guidance remains in a range of -3% to flat, due to foreign

currency exchange, lower event-driven mutual fund proxy activity and lower

distribution revenue resulting from higher Notice and Access adoption rates

•

Increase

in

free

cash

flow

to

a

range

of

$230M

-

$270M,

resulting

from

lower

needs

of cash for working capital and capital expenditures

5

Opening Remarks –

Key Topics

General Market Conditions

Headwinds:

•

Headwinds and uncertainty generally remain in the financial services market and, as anticipated,

headwinds have created revenue slow down

•

As expected, event-driven mutual fund proxy activity declined and trade revenue growth has

slowed from the first half of the fiscal year; in addition to a higher decline in margin lending

balances 

•

As previously disclosed, pricing pressures created contract renewal price concessions:

Concessions estimated at just under 5% of annualized Securities Processing segment revenues, which is

higher than the historical average annualized rate of 3%

Multi-year contracts in place for 11 of our top 15 Securities Processing Solutions clients, two more contracts

expected

to

be

finalized

by

fiscal

year

end,

and

one

client

with

one

year

term

remaining

•

Current market dynamics continue to create longer-term opportunities in all segments, but sales

cycle for Outsourcing sales has been longer due to market complexity (i.e. mergers and liquidity

concerns) 

•

Industry Consolidation Update:

Bank of America, as a result of the Merrill Lynch acquisition, will process its equity securities in-house,

estimated to negatively impact Broadridge revenues on an annual basis at just under $20M

Bank of America loss will turn our previously slight positive revenue gain from recent consolidations into a

negative revenue and earnings position

Despite Bank of America loss, our net client retention position in our two securities processing businesses is

at least as good as it was prior to the industry consolidation

6

Opening Remarks –

Key Topics

General Market Conditions (cont’d)

Tailwinds:

•

The Investor Communications business, which represents over 70% of Broadridge’s

annual revenue and earnings:

Continued to see year-to-date recurring fee revenues growth of 7% and

expecting growth to continue, despite difficult market conditions

The decline in event-driven mutual fund activity has leveled off and we are

seeing a slight benefit coming from M&A related event-driven activity

Lower distribution revenues are being offset by higher margin revenues

associated with electronic communications

•

Sales pipeline includes some promising large deals in all segments, as firms evaluate

opportunities

to

lower

processing

risk

and

to

obtain

sustainable

long-term

cost

savings

•

Introducing new products into the market:

The

Investor

Network

,

which

includes

Shareholder

Surveys

and

our

Virtual

Shareholder Meeting products, have been launched with Intel Corporation

TM

7

Opening Remarks –

Key Topics

General Market Conditions (cont’d)

Tailwinds (cont’d)

•

Sales Performance Overview

Quarterly closed sales of $30M were lower than expected as decision timelines for

opportunities slipped and were pushed out of the quarter

Year-to-date closed sales of $110M are up 5% over the prior year

Recurring year-to-date closed sales increased 61% over the prior year and are

approximately 75% of total closed sales, as recurring closed sales continued to

represent a greater percentage of total closed sales

Sales pipeline remains strong and contains some promising large opportunities in

Transaction Reporting and Outsourcing services

Outsourcing sales cycle has lengthened due to the complexity (i.e. mergers and

liquidity concerns) created by economic conditions

Combination of our year-to-date closed sales performance and robust pipeline,

positions us to deliver our full-year closed sales forecast of $160M -

$180M

8

Key Highlights:

Q3 -

Revenue

4% to $481M and YTD flat at $1,413M (Operating

Segments without Distribution Revenues

2% for Q3 and

4% YTD)

•

Sales contributed +4%  (YTD = +4%)

•

Losses reduced growth by -2% (YTD = -1%)

•

Internal Growth -1% (YTD = +1%)

•

Event-driven activity flat (YTD = -1%)

•

Distribution Revenues reduced growth by -3% (YTD = -1%)

•

Other/FX reduced growth by -2% (YTD = -2%)

Q3 -

Pre-tax Margin

150 bps to 11.2% and YTD

50 bps to 11.4%

•

Q3 –

Increase in margins due to lower interest on debt and one-time transition costs in prior fiscal year

•

YTD –

Increase due to one-time gains related to purchase of senior notes, lower interest on debt and one-time

transition

costs

in

prior

fiscal

year;

offset

by

previously

disclosed

grow-overs

related

to

timing

of

FY2008

build-out

of

public

company infrastructure and investment ramp-up

Q3 -

Diluted EPS

38% to $0.29 and YTD

12% to $0.75

•

Q3 –

Fully-diluted shares

0.1M to 141.2M

•

YTD –

Fully-diluted shares

0.7M to 141.6M

Standard & Poor’s upgraded credit rating to investment grade rating of

BBB-

with positive outlook from BB+ with positive outlook

Broadridge  Results –Q3 & YTD FY 2009

9

Segment Results –

Investor Communication Solutions

Q3 FY09 Key Highlights:

Fee Revenues

Q3

3% ( YTD

2%)

•

Recurring

Net

New

Business

(new

sales

less

losses)

$4M

or

4%

(YTD

$9M

or

3%)

led

by

Transaction

Reporting

and

to

a

lesser

extent

Post-sale

Fulfillment

•

Recurring

Internal

Growth

$1M

or

1%

(YTD

$10M

or

4%)

driven

by

an

increase

in

Notice

and

Access

adoption

rates

•

Mutual

Fund

Interims

position

growth

1%

(YTD

4%)

and

Equity

Proxy

position

growth

2%

(YTD

flat)

•

Event-driven

Fee

revenue

$1M

or

-2%

(YTD

$12M

or

-7%)

driven

by

lower

Mutual

Fund

Proxy

Notice

and

Access

Q3

Fee

$2M

or

1%

(YTD

$4M

or

1%),

Distribution

Revenue

$6M

or

3%

(YTD

$12M

or

2%),

and

contribution

to

EBIT

40

bps

(YTD

30

bps)

On track for 50% adoption rates

Distribution Revenues

•

Q3

&

YTD

Distribution

Revenue

7%

and

2%,

respectively,

primarily

due

to

less

event-driven

activity

and

increased

Notice

and

Access

adoption

rates

Margin

•

Q3

Margin

50

bps

primarily

due

to

higher

revenues

driven

by

increased

Notice

and

Access

adoption

rates

and

Net

New

Business

•

YTD

Margin

140

bps

primarily

due

to

unfavorable

revenue

mix

and

FY08

favorable

dispute

resolution

FY09 Key Drivers for Fee Revenues:

•

Recurring Fee revenue Net New Business contributes 2% to 3%

•

Recurring Fee revenue Internal Growth contributes 2% to 3%

•

Event-driven Fee revenue contributes -3%, primarily due to a decline in Mutual Fund Proxy

3Q09

3Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Revenues

$335

$944

$1,544

$1,551

Growth Rate

-2%

0%

-2%

-2%

Fee Revenues

$161

$453

$778

$789

Growth Rate

3%

2%

1%

3%

Recurring (RC)

5%

7%

7%

9%

Event-driven (ED)

-2%

-7%

-11%

-10%

Distribution Revenues

$174

$491

$766

$762

Growth Rate

-7%

-2%

-5%

-6%

Margin

9.9%

8.1%

16.5%

17.1%

Margin Basis Points (bps) Change

50 bps

140 bps

30 bps

90 bps

(included

in

recurring

internal

growth)

10

10

Segment Results –

Securities Processing Solutions

Q3 FY09 Key Highlights:

Revenues (Q3

1%

and YTD

6%)

•

Q3 -

Net New Business is flat (Sales of 5% offset by losses of 5%)

•

YTD -

Net New Business contributed 1% or $5M (Sales of 5% offset by losses of 4%)

•

Q3 -

Internal Growth is flat, as positive impact from higher non-transaction services revenues and higher Trades Per Day (TPD) offset by

impact

of

contract

renewal

concessions

(Internal

growth

Equity

TPD

2%

to

1,470K.

Fixed-Income

TPD

3%

to

255K)

•

YTD -

Internal Growth contributed 4% or $14M reflecting higher non-transaction services revenues (~ 65% of growth) and higher TPD

(Internal

growth

Equity

TPD

5%

to

1,556K,

driven

by

retail

trades.

Fixed-Income

TPD

17%

to

264K)

Margin

•

Q3

170 bps, YTD

110 bps -

Revenue growth more than offset by lower capitalization of conversion related costs

FY09 Key Drivers:

•

Net New Business contributes flat to 1%

•

Internal Growth contributes 1%

•

Acquisition contributes 1%

•

Margins

decline

140bps

to

80bps

as

revenue

growth

more

than

offset

by lower capitalization of conversion related costs

3Q09

3Q09 YTD

Actual

Actual

Low

High

Revenues

$130

$403

$527

$530

Growth Rate

1%

6%

2%

3%

Margin

26.2%

27.7%

25.3%

25.9%

Margin Basis Points (bps) Change

170 bps

110 bps

140 bps

80 bps

FY09 Range

($ in millions)

11

Segment Results –

Clearing and Outsourcing Solutions

Q3 FY09 Key Highlights:

Revenues (Q3

3% and YTD

4%)

•

Q3 -

Net New Business contributed 26% or $6M (Sales of 30% with 6%, or $1M from outsourcing, offset by losses of 4%)

•

YTD

-

Net

New

Business

contributed

20%

or

$15M

(Sales

of

24%

with

6%,

or

$4M

from

outsourcing,

offset

by

losses

of

4%)

•

Q3 -

Internal Growth

23% or $5M (lower net interest income of $4M due to lower Federal Funds rate -$2M and lower margin

balances) 

•

YTD -

Internal Growth

16% or $11M (lower net interest income of $12M due to lower Federal Funds rate -$7M and lower margin

balances)

Pre-tax Loss

•

Q3 -

Excluding the negative effect of net interest income, margin increased $2M on revenue increase of $5M (Federal Funds rate

impact of -$2M)

•

YTD -

Excluding the negative effect of net interest income, margin increased $8M on revenue increase of $14M (Federal Funds rate

impact of -$7M)

FY09 Key Drivers:

•

Net New Business contributes 20% to 21% (Neuberger Berman $14M)

•

Internal Growth contributes -17% or -$16M (primarily due to lower net interest income due to lower Federal Funds rate -$8M and lower

margin balances)

3Q09

3Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Revenues

$24

$76

$98

$100

Growth Rate

3%

4%

3%

4%

Net Interest Income

$2

$11

$12

$13

Other Clearing Revenue

$16

$46

$62

$63

Outsourcing Revenue

$6

$19

$24

$24

Pre-tax Loss

-$2

-$7

-$12

-$11

12

Segment Results –

Other & Foreign Exchange (FX)

Q3 & YTD FY09 Key Highlights:

Revenues

•

Q3 FX Revenues decreased to -$8M from +$4M (YTD FX Revenues decreased to -$11M from +$9M) year-over-

year due to strengthening of the U.S. dollar

Margin

•

Q3 Net Other Expense and investments in line with expectations

•

YTD

Net

Other

Expense

-

Interest

expense

includes

one-time

gain

of

$8M

from

purchase

of

$125M

principal

amount of senior notes

FY09 Key Drivers:

•

FX -

strengthening of U.S. dollar will have negative impact on revenues

•

Interest

Expense

-

no

further

reduction

in

long-term

debt

expected

•

Corporate Expenses and Investments are at a run rate of $9M per quarter

3Q09

3Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Other Fees Revenues

$1

$1

$1

$1

Other Fees Margin

$1

$1

$1

$1

FX Revenues

-$8

-$11

-$23

-$23

FX P&L Margin

-$2

-$2

-$5

-$5

Other

Interest Expense

-$3

-$3

-$6

-$6

Corporate Expenses & Investments

-$7

-$23

-$36

-$30

FX Transaction Activity

$0

$7

$7

$7

13

Fiscal Year 2009 Grow-Over Discussion

FY08 Grow-Overs

($ in millions)

Q1

Q2

Q3

Q4

FY09

Actual

Actual

Actual

Forecast

Forecast

Other-

Corporate/Investments

Termination Fees

(2)

(5)

1

(1)

(7)

Corporate Build

(4)

(4)

(1)

0

(9)

Investments

(3)

(3)

(3)

0

(9)

Special Stock Option Grants

0

(2)

3

3

4

Sub-total

(9)

(14)

0

2

(21)

Segments

SPS-

Non-Deferred S&P

(5)

(3)

(2)

0

(10)

($14)

($17)

($31)

$2

($2)

14

Broadridge Cash Flow  –

Q3 FY 2009 and FY 2009 Forecast

Broadridge

Financial Solutions, Inc.

Calculation

of

Free

Cash

Flow

-

Non-GAAP

Unaudited

(In millions)

FY09 Range

Low

High

Ridge Clearing

All Other

Financing

Processing

Broadridge

Calculation of Free Cash Flow

(Non-GAAP)

:

Activities

Activities

Total

Earnings

-

$                

106

$          

106

$            

206

$      

220

$      

Depreciation and amortization

-

42

42

55

60

Deferred taxes

-

(4)

(2)

Stock-based compensation expense

-

22

22

30

30

Gain from purchase of senior notes

-

(8)

(8)

a

Other

-

(5)

(5)

1

3

Subtotal

-

157

157

288

311

Working capital changes

-

(17)

(17)

(10)

(5)

Securities Clearing Activities

176

-

176

-

-

Long-term assets & liabilities changes

-

(5)

(5)

(8)

(6)

Net cash flow provided by (used in) operating activities

176

135

311

270

300

Cash Flows From Investing Activities

Capital expenditures

-

(13)

(13)

(35)

(25)

Intangibles

-

(2)

(2)

(5)

(5)

$       

$      

Free cash flow

176

$              

120

$          

296

$            

230

$      

270

$      

Cash Flows From Other Investing and Financing Activities     

Acquisitions

-

(15)

(15)

(15)

(15)

b

Long-term debt repayment

-

(114)

(114)

(114)

(114)

b

Dividends

-

(28)

(28)

(39)

(39)

Repurchases of Common Stock

-

(18)

(18)

(18)

(18)

b

Short-term (bank overdrafts)

(9)

-

(9)

-

-

Effect of exchange rate changes on cash and cash equivalents

-

(4)

(4)

(5)

(5)

Proceeds from the exercise of stock options

-

4

4

6

8

Net change in cash and cash equivalents

167

(55)

112

45

87

Cash and cash equivalents, at the beginning of year

41

157

198

157

157

Cash and cash equivalents, at the end of quarter

208

$              

102

$          

310

$            

202

$      

244

$      

(a) Excluded from Earnings and Free Cash Flow

March 2009

All Other Processing

Activities

Nine Months Ended

(b) Guidance does not include effect of any future acquisitions, additional debt or share repurchases

-

-

15

Broadridge -

FY 2009 Financial Guidance Summary

Revenue decline in a range of -3% to flat

Growth is anticipated to be at the mid-point to lower end of range

Operating segment revenue growth of -1% to flat (2% to 3% fee only)

Earnings

before

interest

and

taxes

margin

of

16.0%

-

16.9%

Diluted EPS in the range of:

GAAP EPS $1.52 -

$1.62

Non-GAAP EPS $1.45 -

$1.55 (excludes one-time gain of $0.04 per share from

purchase of senior notes and $0.03 per share from the state tax credit true-up

benefit for prior fiscal year)

Closed

Sales

forecast

for

the

year

of

$160M

-

$180M

Effective Tax Rate of approximately 38% (includes impact of current

portion of state tax benefit and excludes true-up benefit for prior fiscal

year)

Free

cash

flow

in

the

range

of

$230M

-

$270M

16

Summary

Third quarter earnings per share results were better than

expected

The Investor Communications business continued to be resilient

as recurring revenues continued to show growth

Our sales pipeline remains robust with promising large

opportunities for all segments

Our investments in the business have begun to introduce new

and exciting product opportunities into the market (e.g. The

Investor Network)

Broadridge is well-positioned as a result of our recurring revenue

base, great value propositions, new initiatives, strong free cash

flows, solid balance sheet and appropriate liquidity

17

Q&A

There are no slides during this portion of the

presentation

18

Closing Comments

There are no slides during this portion of the

presentation

19

Appendix

Appendix

20

Segments –

FY 2009 Financial Guidance Summary

Investor Communication:

Revenues -2%

Margins

16.5% -

17.1%

Sales $85M -

$95M

Securities Processing:

Revenues 2% -

3%

Margins 25.3% -

25.9%

Clearing and Outsourcing:

Revenues 3% -

4%

Operating losses at $12M -

$11M

Sales Plan $75M -

$85M for the combined Securities Processing and Clearing

and Outsourcing business segments

21

Use of Materials 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.

The Investor Network is a trademark of Broadridge

Financial Solutions, Inc.