© 2010 Broadridge Financial Solutions, Inc. 

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

February 4, 2010

Earnings Webcast & Conference Call

Second Quarter Fiscal Year 2010

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 2010 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, 2009 (the “2009 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 2009 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;

Broadridge’s failure to keep pace with changes in technology and demands of its clients; availability of skilled

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

and economic conditions.  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 with 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 non-GAAP measures to the comparable GAAP figures are included in this presentation.  

2

Today’s Agenda

Opening Remarks and Key Topics

Rich Daly, CEO

Second Quarter 2010 Results and

Dan Sheldon, CFO

Full Year Guidance Summary

Summary and Closing Comments

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 second quarter of fiscal year

2010

•

A review of closed sales performance

•

Strategy Update

4

Opening Remarks –

Key Topics

Second Quarter Fiscal Year 2010 Financial

Results:

Strong financial performance in the second quarter was better than expected

•

Driven by an unprecedented level of event-driven mutual fund proxy activity that pulled

in revenue from the second half of the year

•

Event-driven revenue has good compounded annual growth rate, but not as

predictable 

Net earnings from continuing operations were up due to the impact from higher

revenues and a lower effective tax rate

The

Penson

transaction

is

progressing

as

planned

and

we

anticipate

closing

in

the second half of our fiscal year

The Morgan Stanley Smith Barney (MSSB) implementation is proceeding ahead

of plan and we expect the financial results to be better than anticipated

Opportunistically

repurchased

about

2.6

million

Broadridge

shares

during

the

second quarter at an average price of approximately $22.62 per share

•

Fiscal year-to-date we have repurchased about 6.1 million shares at an average price

of approximately $21.43 per share

5

Opening Remarks –

Key Topics

Sales Performance Overview:

Closed sales for the quarter of $58M increased 30% compared to the same

period last year

•

Year-to-date closed sales of $88M increased 36%

Strong recurring revenue sales include the previously announced $35M MSSB

transaction

•

Recurring revenue sales were up 35% for the quarter and 21% year-to-date

•

Event-driven revenue sales were up 13% for the quarter and 71% year-to-date

Sales

pipeline

continues

to

have

very

good

momentum

and

contains

large

opportunities for both segments

Full year closed sales guidance was increased to $185-205M during the first

quarter and remains unchanged

6

Strategy Update

Investor Communications Strategy:

Expand our leadership role in driving e-solutions

•

We

have

driven

electronic

participation

in

our

traditional

proxy

business

from

0%

to

>50% in recent years

•

Our transaction reporting business is approximately 10% electronic and growing

•

We want to emulate that success in our other communication offerings

Leverage our data management capabilities

•

ICS is a data hub for the distribution of investor and intermediary information

•

Opportunities exist to enhance the data we collect on behalf of our intermediary and

issuer

clients

to

add

value

to

our

clients

in

the

form

of

better

reporting

and

analytics

•

Recent

acquisitions

of

Access

Data

and

Investigo

have

created

new

capabilities

within

Broadridge

that will allow us to leverage our data management to the next level

Regulatory

•

The financial crisis has created significant activity and discussions surrounding

additional regulation

•

Broadridge’s

capabilities enable the financial services industry to achieve higher levels

of transparency, efficiency and accuracy

•

Broadridge

is uniquely positioned to enable the financial services industry to create

technology solutions to meet today’s regulatory challenges

Successful

execution

will

enable

continued

market

leadership

and

revenue

growth

7

ICS Unique Business Systems Processing Model

(1)

Represents Broadridge’s estimated total number of brokerage firms and banks in the U.S. and international markets

(2)

Represents Broadridge’s estimated total number of positions managed by U.S. brokers and banks

(3)

Represents Broadridge’s estimated total number of corporate issuers in the U.S.

(4)

Represents total number of Fund Sponsors in the U.S. who manage over 16,000 funds including Mutual Funds, Closed-end Funds, ETFs and UITs, 

according to the Investment Company Institute’s 2009 Investment Company Year Book 

Proxy

and

Interim

processing

system

is

the

“plumbing”

supporting

the

voting

process

for corporate governance

8

Strategy Update

Investor Communications Strategy:

Expand our leadership role in driving e-solutions

•

We

have

driven

electronic

participation

in

our

traditional

proxy

business

from

0%

to

>50% in recent years

•

Our transaction reporting business is approximately 10% electronic and growing

•

We want to emulate that success in our other communication offerings

Leverage our data management capabilities

•

ICS is a data hub for the distribution of investor and intermediary information

•

Opportunities exist to enhance the data we collect on behalf of our intermediary and

issuer

clients

to

add

value

to

our

clients

in

the

form

of

better

reporting

and

analytics

•

Recent

acquisitions

of

Access

Data

and

Investigo

have

created

new

capabilities

within

Broadridge

that will allow us to leverage our data management to the next level

Regulatory

•

The financial crisis has created significant activity and discussions surrounding

additional regulation

•

Broadridge’s

capabilities enable the financial services industry to achieve higher levels

of transparency, efficiency and accuracy

•

Broadridge

is uniquely positioned to enable the financial services industry to create

technology solutions to meet today’s regulatory challenges

Successful

execution

will

enable

continued

market

leadership

and

revenue

growth

9

Strategy Update

Securities Processing & Outsourcing Strategy:

Expand our leadership position in securities processing and

outsourcing

•

Leverage our #1 market position in securities processing and outsourcing

•

Leverage

our

#1

ranking

by

independent

service

rater

–

Brown-Wilson

Group’s, “The Black Book of Outsourcing”

•

Leverage our global capabilities to enable multi-national firms to combine

platforms

•

Expand our unique offering of securities processing and outsourcing to

include additional middle-office support functions

Successful execution will enable segment revenue growth of greater

than mid-single digits

10

Key Highlights:

Q2

-

Revenue

21%

to

$530M

and

YTD

8%

to

$968M

•

Primarily related to event-driven mutual fund proxy activities

•

Recurring revenues from sales contributed mid-single digits and are expected to contribute mid-

single digits for the year

•

Client

losses

and

concessions

in

line

with

expectations.

No

new

major

client

losses

YTD

Q2

-

Pre-tax

Margin

180

bps

to

12.9%

and

YTD

60

bps

to

11.5%

•

Q2 –

Increase in margins due to favorable revenue mix

•

YTD –

Decrease primarily driven by the one-time gain from the purchase of our senior notes in

FY09, partially offset by higher revenue

Q2

-

Diluted

EPS

76%

to

$0.37

and

YTD

19%

to

$0.56

•

Q2

and

YTD

positively

impacted

by

revenues

and

a

lower

effective

tax

rate

•

Q2 -

Diluted shares

1.8M to 139.5M

•

YTD -

Diluted shares

1.7M to 140.0M

Broadridge

Results From Continuing Operations

–

Q2 & YTD FY 2010

Note: We anticipate closing the Penson transaction during the second half of our fiscal year 2010.  As a result, the financial results of the securities clearing

business are accounted for as discontinued operations beginning this quarter and the operations outsourcing solutions business retained by Broadridge

is now reported as part of the Securities Processing Solutions business segment. This change is reflected for all prior periods presented.

11

Segment Results –

Investor Communication Solutions

Key Highlights: 

Revenues:

Significant growth for the quarter driven primarily by an unprecedented level of event-driven mutual fund (MF) proxy and

continued growth in the recurring revenue base from Notice and Access, MSSB and Access Data

Full year fee range in line with earlier expectations

Recurring revenue driven by Notice and Access, MSSB, Access Data, and other new business, partially offset by

internal growth from other products

Higher

range

in

event-driven

is

due

to

MF

Proxy

activity,

partially

offset

by

lower

MF

Interims

Distribution fees up 21% for the quarter due to MF Proxy.  Full year range driven by revenue mix and Notice and

Access

Margins:

Quarter

was

driven

by

MF

Proxy,

which

will

contribute

to

the

full

year

margin

expansion

2Q10

2Q09

2Q10 YTD

2Q09 YTD

($ in millions)

Actual

Actual

Actual

Actual

Low

High

Revenues

$393

$296

$703

$609

$1,698

$1,737

Growth Rate

33%

-3%

15%

1%

11%

13%

Fee Revenues

$209

$144

$366

$292

$898

$923

Growth Rate

46%

-2%

26%

1%

16%

19%

Recurring (RC)

6%

7%

7%

8%

9%

11%

Event-driven (ED)

123%

-15%

60%

-11%

34%

41%

Distribution Revenues

$184

$152

$337

$317

$800

$814

Growth Rate

21%

-3%

6%

1%

6%

8%

Margin $

$51

$20

$74

$43

$287

$309

Margin

12.9%

6.7%

10.6%

7.1%

16.9%

17.8%

Margin Basis Points (bps) Change

620 bps

230 bps

350 bps

240 bps

60 bps

150 bps

FY10 Range

12

12

Business Results –

Securities Processing Solutions

Key Highlights: 

Revenues:

Q2 and YTD revenues in line with expectations as declines were driven by previously disclosed carry-over

impact of client losses and price concessions

Delay in timing of expected client losses benefit both Q2 and YTD, while trade volumes are down in both

Equities

and

Fixed

Income.

Q2

remained

relatively

flat

compared

to

Q1

Non-trade revenues (T&M) slightly lower, but better than expected  

Full Year range is lower than previous guidance due to anticipated lower trade volume

Margins:

Q2 is in line with expectations as a result of lowered revenues

Full year margin is expected to be in line with lower revenue range  

2Q10

2Q09

2Q10 YTD

2Q09 YTD

Actual

Actual

Actual

Actual

Low

High

Revenues

$128

$140

$252

$273

$502

$511

Growth Rate

-9%

9%

-8%

8%

-6%

-4%

Trade

$72

$84

$143

$164

$285

$292

Growth Rate

-14%

6%

-12%

7%

-8%

-6%

Non-trade

$56

$56

$109

$109

$217

$219

Growth Rate

-1%

14%

0%

11%

-3%

-2%

Margin $

$26

$40

$54

$78

$103

$114

Margin %

20.2%

28.7%

21.3%

28.4%

20.5%

22.3%

Margin (bps) Changes

850 bps

120 bps

710 bps

90 bps

620bps

440bps

($ in millions)

FY10 Range

13

Business

Results

–

Outsourcing

Solutions

(Continuing

Operations)

Key Highlights: 

FY10:

Q2 and YTD revenues lower by $1M due to concessions, partially offset by new business; YTD EBIT

also lower by $1M

Full year revenues in the second half are expected to increase by $10-14M due to Phase 1 Penson

conversion

Q4

annual

“Run-rate”

is

equal

to

existing

outsourcing

revenues

of

$24M

plus

Phase

1

Penson

of

approximately $40M

FY11 Directional:

Phase

2

Penson

–

expect

Penson

to

convert

their

business

to

SPS

Outsourcing

platform

during

second

half of FY11 (additional $25-35M in annual revenues)

New Sales -

expect additional revenue contributions from new business during FY11

Expect to exit FY11 at approximately break-even

2Q10

2Q09

2Q10 YTD

2Q09 YTD

FY10 Range

4Q10

Actuals

Actuals

Actuals

Actuals

Low

High

"Run-rate"

Revenues

$6

$7

$12

$13

$34

$38

$16

Growth Rate

-11%

59%

-8%

37%

37%

50%

Pre-tax Loss

-$2

-$2

-$5

-$4

-$14

-$16

-$5

($ in millions)

14

Continuing & Discontinued Operations

"Evolution

of

the

Penson

Deal"

FY'09 Actual results to Continuing Operations GAAP

FY'09

GAAP

Continuing

Operations

to

Fully

Converted

Penson

Phases

1

&

2

(1)

(2)

(3)

(4)

(5)

(6)

(7)

Pre-Penson

Transaction

-

Discontinued Operations

=

Continuing Operations

+

Penson

Phase 1

=

FY10 Proforma

+

Penson

Phase 2

=

FY12 Proforma

(FY09 Reported)

(FY09 GAAP)

(A)

(Subtotal)

Converting FY11

Q3 or Q4 (B)

Revenue

$100M

-

=

$25M

+

$40M

=

$65M

+

$25M -

$35M

=

$90M-$100M

($75M Clearing Related)

$75M Contracts Sold to Penson

(Existing Outsourcing)

($25M Existing Outsourcing)

($25M Existing Outsourcing)

($40M

Penson

Phase

#1)

Expense

$110M

-

$75M Allocated Expenses

=

$35M

$35M

Note:

$25M

Expenses eliminated

$50M

Remaining expenses

$50M 

$50M

to be re-allocated

once

Penson

live

$75M

$35M

+

$50M

=

$85M

+

$15M

=

$100M

Operating Losses

($10M)

-

$0M

=

($10M)

+

($10M)

=

($20M)

+

$10M-$20M

=

($10M) -to-

$0M

FY10 Continuing Operations (GAAP)

(Assumes Midpoint of Guidance Range)

{

}

Revenue

$35M

Revenue

$25M in existing outsourcing

Expense

$50M

+3 months in FY10 related to $40M

Penson

transaction -

Phase 1

EBIT

($15M)

(or $10M)

(A)

-

Phase

1

is

related

to

outsourcing

services

to

support

the

client

contracts

acquired

by

Penson

from

Broadridge.

(B)

Phase

2

is

related

to

outsourcing

services

to

support

the

existing

Penson

clients

once

converted

onto

the

Broadridge

processing

platform.

Note

: $ amounts have been rounded for illustrative purposes only

-

15

15

Segment

Results

–

Securities

Processing

Solutions

with

Outsourcing

2Q10

2Q09

2Q10 YTD

2Q09 YTD

Actual

Actual

Actual

Actual

Low

High

Revenues

$134

$147

$264

$286

$536

$549

Growth Rate

-9%

11%

-8%

9%

-4%

-2%

Trade

$72

$84

$143

$164

$285

$292

Growth Rate

-14%

6%

-12%

7%

-8%

-6%

Non-trade

$56

$56

$109

$109

$217

$219

Growth Rate

-1%

14%

0%

11%

-3%

-2%

Outsourcing

$6

$7

$12

$13

$34

$38

Growth Rate

-11%

59%

-8%

37%

37%

50%

Margin $

$23

$38

$49

$73

$89

$98

Margin %

17.5%

26.0%

18.6%

25.7%

16.6%

17.8%

Margin (bps) Changes

850 bps

710 bps

730bps

610bps

($ in millions)

FY10 Range

16

Segment Results –

Other & Foreign Exchange (FX)

Key Highlights: 

Other Fees:

Primarily related to termination fees

FX:

Potential

for

less

negative

impact

if

weakening

U.S.

dollar

continues

for

remainder

of

FY10

Other:

Interest

–

Dependant

on

changes

in

LIBOR

–

Not

planning

to

pay

down

additional

debt

2Q10

2Q09

2Q10 YTD

2Q 09 YTD

FY10 Range

Actual

Actual

Actual

Actual

Low

High

Other Fees Revenues

$2

-

$2

-

$2

$2

Other Fees Margin

$2

-

$2

-

$2

$2

FX Revenues

$1

-$5

-$1

-$3

-$25

-$20

FX P&L Margin

$1

-$1

$1

-

-$10

-$7

Other

Interest Expense

-$2

-$3

-$5

-$8

-$11

-$10

Purchase

of

Senior

Notes

(1-time

gain)

-

-

-

$8

-

-

Corporate Expenses & Investments

-$6

-$10

-$8

-$16

-$27

-$39

FX Transaction Activity

-$1

$5

-$2

$7

-

-

($ in millions)

17

Free Cash Flow (Non-GAAP) –

YTD and FY10 Forecast

(In millions)

Low

High

Free Cash Flow

(Non-GAAP)

:

Net earnings from continuing operations (GAAP)

78

$                  

216

$            

230

$            

Depreciation and amortization (includes other LT assets)

28

60

62

Stock-based compensation expense

13

31

33

Other

(19)

(5)

(5)

Subtotal

100

302

320

Working capital changes

14

(12)

(8)

Long-term assets & liabilities changes

5

-

3

Net cash flow provided by continuing operating activities

119

290

315

Cash Flows From Investing Activities

Capital expenditures & purchase of intangibles

(14)

(55)

(45)

Free cash flow

105

$                

235

$            

270

$            

Cash

Flows

From

Other

Investing

and

Financing

Activities

Acquisitions

(6)

(6)

(6)

Freed-up

Clearing

capital

(b)

3

180

250

Long-term debt repayment

-

-

-

Dividends paid

(29)

(67)

(67)

Other

5

6

6

Stock repurchases net of options proceeds

(104)

(104)

(104)

Net change in cash and cash equivalents

(26)

244

349

Cash and cash equivalents, at the beginning of year

173

173

173

Cash and cash equivalents, at the end of period

147

$                

417

$            

522

$            

(a) Guidance

does

not

include

effect

of

any

future

acquisitions,

additional

debt

or

share

repurchases

(b) Assumes

second

half

FY10

closing

of

Penson

transaction

December 2009

Six Months Ended

FY10

Range

(a)

18

Broadridge

-

FY 2010 Continuing Operations Financial Guidance Summary

Revenue growth in a range of 7-9%

Closed sales forecast for the year of $185-205M

Earnings before interest and taxes margin of 15.4-16.0% (non-GAAP)

Diluted Earnings Per Share:

GAAP EPS (continuing operations) in the range of $1.56-$1.66

Non-GAAP EPS (continuing operations) in the range of $1.50-$1.60, excludes the

net benefit of $0.06 for the one-time foreign tax credit

GAAP EPS (including discontinued operations) in the range of $1.40-$1.50

Interest expense of approximately $11M

Effective tax rate of approximately 35% (GAAP) and approximately

37% (Non-

GAAP) run-rate, excluding one-time foreign tax credit

Free cash flow in the range of $235-270M

Diluted weighted-average shares of approximately 139M, which does not

include the impact of any future share repurchases

Guidance does not include effect of any future acquisitions or additional debt

19

Summary

Year-to-date FY10 is going very well.  Second quarter revenues,

earnings and sales were very strong and are tracking to our full

year expectations

Event-driven mutual fund proxy activity was up significantly and

represented the majority of the second quarter improvement

Both of the segments have clear and executable strategies with

clear objectives to accelerate growth

Our sales pipeline remains strong and we continue to expand our

product breadth

We continue to generate strong free cash flows to create greater

shareholder value and this year we expect to free up an additional

$180-250M due to the Penson

transaction

•

We look forward to discussing our plans for the use of the cash once

the transaction closes

Based on our year-to-date results, momentum, and clear and

executable strategies, we are confident that we will continue to

create shareholder value

20

Q&A

There are no slides during this portion of the

presentation

21

Closing Comments

There are no slides during this portion of the

presentation

22

Appendix

Appendix

23

Broadridge

FY10 Guidance from Continuing Operations

Revenue

($ in millions)

EBIT

FY09

FY10 Range

FY09

FY10 Range

Actual

Low

High

Actual

Low

High

$1,531

$1,698

$1,737

ICS

$249

$287

$309

-3%

11%

13%

Growth

%

/

Margin

%

16.3%

16.9%

17.8%

$559

$536

$549

SPS

$134

$89

$98

5%

-4%

-2%

Growth

%

/

Margin

%

23.9%

16.6%

17.9%

$2,090

$2,234

$2,286

Total Segments

$383

$376

$407

-1%

7%

9%

Growth

%

/

Margin

%

18.3%

16.8%

17.8%

$1

$2

$2

Other

($29)

($25)

($37)

($18)

($25)

($20)

FX *

($2)

($10)

($7)

$2,073

$2,211

$2,268

Total Broadridge

EBIT (Non-GAAP)

$352

$341

$363

-3%

7%

9%

Growth

%

/

Margin

%

17.0%

15.4%

16.0%

Interest & Other

($6)

($11)

($10)

Closed Sales Range

Total EBT (GAAP)

$346

$330

$353

Low

High

Margin %

16.7%

14.9%

15.6%

ICS

$135

$145

SPS

$50

$60

Income Taxes

($123)

($114)

($122)

Total

$185

$205

Tax Rate

35.5%

34.6%

34.7%

Total Net Earnings

$223

$216

$230

Margin %

10.8%

9.8%

10.2%

Diluted Shares

142

139

139

Diluted EPS (GAAP)

$1.58

$1.56

$1.66

Diluted EPS before 1-Times (Non-GAAP)

$1.51

$1.50

$1.60

EPS Reconciliation

Low

High

Diluted EPS (GAAP)

$1.40

$1.50

Discontinued Operations Diluted EPS (GAAP)

$0.16

$0.16

Diluted EPS from continuing operations (GAAP)

$1.56

$1.66

Tax Restructuring

($0.06)

($0.06)

Diluted EPS before 1-Times (Non-GAAP)

$1.50

$1.60

* Includes impact of FX P&L Margin and FX Transaction Activity.

24

Broadridge

Q2  & YTD Results and FY10 Guidance

2Q10

2Q09

2Q10 YTD

2Q09 YTD

FY10 Range

DRIVERS

Actual

Actual

Actual

Actual

Low

High

Sales

4%

3%

3%

3%

4%

5%

Losses

-2%

-1%

-2%

-1%

-2%

-2%

Net New Business

2%

2%

1%

2%

2%

3%

Internal Growth

-4%

2%

-3%

3%

-2%

-1%

Event-Driven

14%

-2%

7%

-1%

4%

4%

Distribution

7%

-1%

2%

0%

2%

2%

Acquisitions/Other/FX

2%

-3%

1%

-2%

1%

1%

Total Revenues

21%

-2%

8%

2%

7%

9%