©

2010 Broadridge

Financial Solutions, Inc.

Broadridge

and

the

Broadridge

logo

are

registered

trademarks

of

Broadridge

Financial

Solutions,

Inc.

May 10, 2010

Earnings Webcast & Conference Call

Third 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; the failure of our outsourced data center services provider to provide the anticipated levels of

service; 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 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 and Key Topics

Rich Daly, CEO

Third 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

Rick Rodick, VP Investor Relations

Closing Remarks

Rich Daly, CEO

3

Opening Remarks

Key Topics:

Executive summary

Financial results for the third quarter of fiscal year 2010

A review of closed sales performance

Business update

4

Opening Remarks –

Key Topics

Executive Summary:

Business execution remains strong

•

Year-to-date record closed sales were 41% higher than last year and client revenue

retention rates were at 98%

•

We continue to grow in all of our markets during this down cycle

•

We were recently upgraded by Moody’s 

We are executing on our strategies

•

Signed business alliance and data center outsourcing agreements with IBM

•

The Penson

transaction is proceeding as planned

•

Entered the registered equity transfer agency market with the acquisition of

StockTrans

•

The Morgan Stanley Smith Barney (MSSB) transaction is progressing nicely

•

High level of associate engagement and productivity recognized by being named #1

“Best Large Company to Work For in New York State”

Key recurring revenues have not rebounded in FY10

•

Trade volumes, stock record growth and fulfillment continue to run at levels below last

year; however, they have improved from the first half of the year

Unprecedented increase in event-driven mutual fund proxy revenues enables us

to be within our original earnings per share guidance

5

Opening Remarks –

Key Topics

Third Quarter Fiscal Year 2010 Financial

Results:

Revenues for the quarter were up 6%, slightly below expectations

•

The results were primarily driven by the continued growth in event-driven

mutual fund proxy revenues and recurring revenues from the MSSB

transaction

•

Key market-driven revenues (trade volumes and stock record growth) have

not returned to the levels we anticipated

GAAP earnings per share were down from last year, as expected,

primarily

due

to

the

dilutive

impact

of

the

MSSB

transaction

and

the

one-

time state income tax credit received in FY09

6

Opening Remarks –

Key Topics

Sales Performance Overview:

Year-to-date closed sales of $130M increased 41% compared to the

same period last year

•

Recurring revenue sales increased 32% year-to-date

•

Event-driven revenue sales increased 60% year-to-date

Closed

three

significant

Securities

Processing

sales

during

the

quarter

totaling approximately $15M in revenue, over 50% of which was an

outsourcing sale

Sales pipeline continues to have very good momentum and contains

large opportunities for both segments

Full year closed sales FY10 guidance of $185-205M remains

unchanged

7

Business Update

Investor Communication Solutions:

Equity Proxy

•

Approximately 25% of the business

•

Stock record growth down 1%

•

Client retention and service levels remain very strong

•

Notice & Access penetration increased to approximately 52%

•

Global proxy activity is up

•

Registered clients increased to approximately 1,600

Entered into the registered equity transfer agency business by acquiring

StockTrans

•

We will create a new transformative model

•

The

model

will

leverage

street

processing

efficiency

and

both

Broadridge

segments

Continue to make progress on our mutual fund data aggregation strategy

We

believe

proposed

regulatory

reform

affecting

proxy

can

be

implemented

due

to

the

strengths

and

flexibility

of

the

Broadridge

data

hub

8

Business Update

Securities Processing & Outsourcing Solutions:

Retention rates are high.  No new large concessions

Closed three significant sales during the quarter to foreign-

based multi-national companies totaling approximately $15M

•

Three diverse sales, the largest of which was an outsourcing sale

Increased sales pipeline in SPS because of the number of firms

considering becoming primary dealers

Improving margins

•

The

majority

of

the

economic

benefit

related

to

the

IBM

alliance

will

occur in Securities Processing

9

Business Update

IBM Agreements:

Key strategic decision that positions Broadridge

with the industry leader

Business Alliance Agreement

•

The IBM/Broadridge

business alliance is structured to deliver a comprehensive

portfolio of technology-based solutions and services to the financial services

industry

•

The alliance’s go-to-market joint strategy is a technology lift (IBM) and application

shift (Broadridge) strategy

•

The combined solution suite will enable firms to outsource more of their non-core

technology and operation functions to IBM and Broadridge

Outsourcing Broadridge’s

Data Center

•

IBM is the recognized global leader in IT outsourcing services

•

Broadridge

will

be

aligned

with

a

technology

provider

who

offers

recognized

market

leading data center services

•

IBM data centers meet all of the highest standards of reliability, availability, security

and scalability as specified for Tier IV data center architecture

•

It

is

anticipated

to

save

Broadridge

approximately

$25M

annually

when

fully

implemented in FY13, subsequent to approximately $25M of one-time total

transition costs to be incurred over FY11 and FY12

10

Key Highlights:

Q3

$491M/YTD

$1,459M

-

Revenue

Q3

revenues

were

up

6%

all

coming

from

ICS

as

SPS

still

down

due

to planned

client losses and concessions

YTD revenues up 8% all coming from ICS

Q3 10%/YTD 11% EBIT Margin (non-GAAP)

Q3

down

2pts

from

last

year

due

mainly

to

planned

SPS

revenue

fall

off

and

on-boarding

of new sales,

including MSSB

statement

business

in

ICS.

Also

increased some short-term investment spend in ICS

YTD down slightly from last year due to ICS event-driven revenue in Q2 of this year

and planned revenue fall off in SPS

Q3 $0.22/YTD $0.72 -

Diluted EPS (non-GAAP)

Q3 down from last year due to pre-tax margins partially offset by fewer shares

outstanding

YTD

up

from

last

year

due

to

higher

earnings

and

fewer

shares

outstanding

Broadridge

Results From Continuing Operations

–

Q3 & YTD FY 2010

Note: See Appendix for Non-GAAP to GAAP reconciliation

11

Revenue Drivers-

Historical and FY10 (Continuing Operations) 

Sales

–

large deals in the SPS space take 12-24 months to convert.  The contributions to revenue are fairly well known

months/yrs in advance so usually no surprises with ranges given for revenue but sales ranges may be subject to more

“lumpiness”

even within/between years (See Appendix page 26 for detailed Closed Sales to Revenue Contribution Slide)

Client

Losses

(Retention)

–

any

large

loss

has

historically

been

known

in

advance

and

hasn’t

created

a

surprise

in

any year’s forecast we’ve given.  We’ve not been made aware of any large potential losses to date

Internal

Growth

–

expected

the 1

st

half

of

the

fiscal

year

to

be

down

year-over-year,

but

did

expect

uptick

to

some

degree

in

2

half

and

this

has

not

occurred

Event-Driven

–

MF Proxy is driving the growth here as other Event-Driven is down year-over-year and also has not

picked

up

in

2

half

of

this

fiscal

year

Distribution

–

growth

primarily

related

to

MF

Proxy

activity

offset

by

Notice

&

Access

Acquisitions/FX/Other

–

Penson

contribution

to

revenue

lower

this

year

than

anticipated

due

to

timing

of

closing.

FX

has been a positive this year given the US dollar has been near par with the Canadian dollar

Historical (FY05-FY09)

Actual

Forecast

& FY10 Forecast

CAGR

YTD FY10

FY10

6%

Total Revenue Growth

8%

7%

4%

Sales (Recurring)

4%

4%

-2%

Client Losses

-2%

-2%

2%

Net New Business

2%

2%

3%

Internal

Growth

(a)

-2%

-2% to -1%

1%

Event-Driven

(b)

5%

4% to 3%

0%

Distribution

2%

1%

0%

Acq/FX/Other

1%

2%

(a) Internal Growth includes SPS Equity & Fixed Income Trades, ICS Equity & Mutual Fund Stock Record

Growth, Transaction Reporting and Time & Materials

(b) Event-Driven includes ICS Proxy Contest/Specials, Mutual Fund Proxy and Marketing Communications Fulfillment

nd

nd

12

Segment Results –

Investor Communication Solutions

Key Highlights: 

Revenues:

Q3, YTD, and Full Year range driven by unprecedented event-driven mutual fund (MF) proxy, gains from Net New Business (sales less losses)

primarily MSSB, and Access Data

Throughout this extended economic cycle, our client revenue retention rates remain very high. Internal growth generally lags behind market

recovery, but expected to return to historical levels.  Equity stock record growth expected to be at -1% for year as we’ve seen improvement from

1st

half

Margins:

Q3 decline driven by fee mix including the previously disclosed dilutive impact of MSSB and increased investments as we respond to market

opportunities. YTD up primarily due to MF proxy activity in Q2

Full Year Guidance:

Both revenue and margins are down for the low and high end of the ranges from last quarter due to equity stock record growth still being down,

no

signs

of

recovery

to

date

for

proxy

contests/specials

or

fulfillment

and

MF

proxy

activity

not

as

robust

in

2    half

as

anticipated

3Q10

3Q09

3Q10 YTD

3Q09 YTD

FY09

Actual

Actual

Actual

Actual

Actual

Low

High

Revenues

$357

$335

$1,060

$944

$1,531

$1,671

$1,688

Growth Rate

7%

-2%

12%

0%

-3%

9%

10%

Fee Revenues

$182

$161

$548

$453

$774

$890

$897

Growth Rate

13%

3%

21%

2%

1%

15%

16%

Recurring (RC)

11%

5%

8%

7%

5%

8%

9%

Event-driven (ED)

16%

-2%

45%

-7%

-8%

33%

35%

Distribution Revenues

$175

$173

$512

$491

$757

$781

$791

Growth Rate

1%

-7%

4%

-2%

-6%

3%

5%

Margin $

$28

$33

$102

$76

$249

$279

$285

Margin

7.9%

9.9%

9.7%

8.1%

16.3%

16.7%

16.9%

Margin (bps) Change

200 bps

50 bps

160 bps

140 bps

10 bps

40 bps

60 bps

FY10 Range

($ in millions)

nd

13

13

Business Results –

Securities Processing Solutions

Key Highlights: 

Revenues:

Q3 and YTD revenue declines driven by previously disclosed carry-over impact of client losses and price concessions and lower trade volumes in both

Equities and Fixed Income

Continued delay in timing of expected Bank of America (BoA) client loss provided benefits to both Q3 and YTD

Q3 trade volumes slightly up from Q2 for Equities and Fixed Income

Non-trade revenues such as Time & Materials (T&M) while down, continue to be better than expected

Margins:

Margin

improved

100

bps

from

Q2

due

to

year-end

processing.

Decline

from

prior

year

of

500

bps

impacted

by

BoA

client

loss

and

price

concessions,

partially offset by Net New Business at 60%+ incremental margin

Full year guidance: 

Ranges

are

all

dependent

on

trade

volumes

such

as

retail

volumes

in

equities

and

mortgage

volumes

in

fixed

income

3Q10

3Q09

3Q10 YTD

3Q09 YTD

FY09

Actual

Actual

Actual

Actual

Actual

Low

High

Revenues

$127

$130

$379

$403

$534

$503

$507

Growth Rate

-2%

1%

-6%

6%

4%

-6%

-5%

Trade

$69

$72

$213

$236

$311

$283

$286

Growth Rate

-4%

-7%

-10%

2%

0%

-9%

-8%

Non-trade

$58

$58

$166

$167

$223

$220

$221

Growth Rate

0%

14%

0%

12%

10%

-1%

-1%

Margin $

$27

$34

$81

$112

$143

$102

$107

Margin %

21.2%

26.2%

21.3%

27.7%

26.7%

20.3%

21.1%

Margin (bps) Changes

500 bps

170 bps

640 bps

110 bps

Flat

640bps

560bps

($ in millions)

FY10 Range

14

Business

Results

–

Outsourcing

Solutions

(Continuing

Operations)

Key Highlights: 

FY10:

Q3 and YTD revenues and pre-tax loss virtually flat year over year

Full

year

revenues

expected

to

increase

by

$2-3M

due

to

Phase

1

Penson

conversion

expected

to

start

after

closing

at

the

end

of Q4 of FY10

YTD

pre-tax

loss

of

$(7)M

plus

Q4

run-rate

of

$(8)M

in

Q4

from

Penson

transaction

brings

FY10

total

of

$(15)M;

change

in

Q4

run-rate after transaction closing due to $50M in annualized expenses coming back into results that were classified as

“Discontinued

Operations”

prior

to

closing

of

the

Penson

transaction

Q4

annual

“Run-rate”

is

equal

to

existing

outsourcing

revenues

of

$25M

plus

Phase

1

Penson

of

$30M

(down

from

$40M

due

primarily to loss of Neuberger contract)

Phase

2

Penson

Implementation:

Expect

Penson

to

fully

convert

their

business

to

SPS

Outsourcing

platform

during

the

Q4

of

FY11

(additional

$25-35M

in

annual revenues resulting in contributions to operating margins)

3Q10

3Q09

3Q10 YTD

3Q09 YTD

FY09

FY10 Range

4Q10

Actual

Actual

Actual

Actual

Actual

Low

High

"Run-rate"

Revenues

$6

$6

$18

$19

$25

$28

$26

$14

Growth Rate

0%

34%

-6%

36%

31%

11%

4%

Pre-tax Loss

-$3

-$2

-$7

-$6

-$9

-$15

-$12

-$8

($ in millions)

15

Penson

Update

Evolution of the Penson

Deal

FY09 Actual results to Continuing Operations GAAP

FY09

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

+

$30M

=

$55M

+

$25M -

$35M

=

$80M-$90M

($75M Clearing Related)

$75M Contracts Sold to Penson

(Existing Outsourcing)

($25M Existing Outsourcing)

($25M Existing Outsourcing)

($30M 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

$35M

+

$50M

=

$85M

+

$5M

=

$90M

Operating Losses

($10M)

-

$0M

=

($10M)

+

($20M)

=

($30M)

+

$20M-$30M

=

($10M) -to-

($0M)

(B)

Note: $ amounts have been rounded for illustrative purposes only

(A)

$75M

- Phase 2 is related to outsourcing services to support the existing Penson clients once converted onto the Broadridge processing platform.   As a result, there are less expenses necessary for Penson Phase 2.

-

Phase

1

is

related

to

outsourcing

services

to

support

the

client

contracts

acquired

by

Penson

from

Broadridge.

Revenue

amount

originally

expected

to

be

$40M

was

reduced

due

primarily

to

loss

of

Neuberger contract.

16

Segment Results –

Other & Foreign Exchange (FX)

Key Highlights: 

Other Fees:

Primarily related to termination fees

FX:

Expectation

is

that

FX

impact

will

not

be

material

for

remainder

of

FY10

Interest

–

Dependent

on

changes

in

LIBOR

–

Not

planning

to

pay

down

additional

debt

during

FY10

3Q10

3Q09

3Q10 YTD

3Q 09 YTD

FY09

FY10 Range

Actual

Actual

Actual

Actual

Actual

Low

High

Other Fees Revenues

$0

$1

$2

$1

$2

$2

$2

Other Fees Margin

$0

$1

$2

$1

$2

$2

$2

FX Revenues

$1

-$8

-$1

-$11

-$18

$4

$6

FX P&L Margin

$1

-$2

$2

-$2

-$4

$0

$4

Other

Interest Expense

-$3

-$3

-$8

-$12

-$14

-$11

-$11

Purchase of Senior Notes

(1-time gain)

-

-

-

$8

$8

-

-

Corporate Expenses & Investments

-$4

-$6

-$12

-$22

-$30

-$20

-$25

FX Transaction Activity

$1

$0

$0

$7

$2

-

-

($ in millions)

17

Cash Flow –

YTD and FY10 Forecast

Unaudited

(In millions)

Low

High

Cash Flow -

Continuing Operations

Net earnings from continuing operations (GAAP)

109

$                    

220

$            

228

$            

Depreciation and amortization (includes other LT assets)

43

60

58

Stock-based compensation expense

21

30

28

Other

(16)

(15)

(10)

Subtotal

157

295

304

Working capital changes

21

(5)

8

Long-term assets & liabilities changes

3

-

3

Net cash flow provided by continuing operating activities

181

290

315

Cash Flows From Investing Activities

Capital expenditures & purchased intangibles

(29)

(55)

(45)

Free cash flow (Non-GAAP)

152

$                    

235

$            

270

$            

Cash Flows From Other Investing and Financing Activities

Acquisitions

(11)

(11)

(11)

Freed-up Clearing capital (b)

10

210

240

Long-term debt repayment

-

-

-

Dividends paid

(48)

(67)

(67)

Other

5

5

5

Stock repurchases net of options proceeds

(103)

(103)

(103)

Net change in cash and cash equivalents

5

269

334

Cash and cash equivalents, at the beginning of year

173

173

173

Cash and cash equivalents, at the end of period

178

$                    

442

$            

507

$            

(a)

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

(b) Assumes

Penson

transaction will close in Q4 2010

March 2010

Nine Months Ended

FY10 Range

(a)

18

Broadridge -

FY 2010 Continuing Operations Financial Guidance Summary

Revenue growth around 7%

Closed sales forecast for the year remains at $185-205M

Earnings before interest and taxes margin of 15.8-16.2% (Non-GAAP)

Diluted Earnings Per Share:

GAAP EPS (continuing operations) in the range of $1.58-$1.64

Non-GAAP EPS (continuing operations) in the range of $1.52-$1.58, excludes the

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

GAAP EPS (including discontinued operations) in the range of $1.36-$1.42

Interest expense of approximately $11M

Effective tax rates of approximately 34.7% (GAAP) and approximately 37.5%

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

Free cash flow remains 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

Earnings per share within the range of original guidance

Weaker recurring revenue volumes due to the weak market conditions

impacting our business

Record event-driven revenues offset weaker recurring revenue volumes

Strong future given our consistent ability to execute

Strong client revenue retention of 98%!

Record service levels directly tied to being named #1 “Best Large Company to

Work For in New York State”

Record closed sales directly related to record service levels

Strategic tuck-ins to enhance market opportunities and revenue growth

Strong cash flow with commitment to creating shareholder value

Expect to seek Board approval for additional stock repurchases at the time of

Penson

closing to offset sale dilution

20

Summary (continued)

New communications growth opportunities in mutual funds and transfer

agency businesses

Unique ability to leverage “street”

processing leadership

Expect securities processing outsourcing annual revenue will be about $100

million when Penson is fully converted

IBM agreements create market and margin opportunities

Well positioned for when our markets return

21

Q&A

There are no slides during this portion of the

presentation

22

Closing Comments

There are no slides during this portion of the

presentation

23

Appendix

Appendix

24

Broadridge

3Q and YTD 2010 from Continuing Operations

Revenue

($ in millions)

EBIT

Revenue

($ in millions)

EBIT

FY09

FY10

FY09

FY10

FY09

FY10

FY09

FY10

Q3

Q3

Q3

Q3

Q3 YTD

Q3 YTD

Q3 YTD

Q3 YTD

$335

$357

ICS

$33

$28

$944

$1,060

ICS

$76

$102

-2%

7%

Growth %  /  Margin % 

9.9%

7.9%

0%

12%

Growth %  /  Margin %  

8.1%

9.7%

$136

$134

SPS

$32

$25

$422

$398

SPS

$105

$74

2%

-2%

Growth %  /  Margin % 

23.5%

18.3%

7%

-6%

Growth %  /  Margin % 

25.0%

18.5%

$471

$490

Total Segments

$65

$52

$1,366

$1,457

Total Segments

$182

$176

-

4%

Growth %  /  Margin % 

13.8%

10.7%

-

7%

Growth %  /  Margin % 

13.3%

12.1%

$1

$0

Other

($5)

($3)

$1

$2

Other

($21)

($10)

($8)

$1

FX

*

($2)

$2

($11)

($1)

FX

*

$5

$2

$464

$491

Total Broadridge

$58

$51

$1,357

$1,459

Total Broadridge

$166

$167

-

6%

Growth %  /  Margin % 

12.5%

10.4%

-

8%

Growth %  /  Margin % 

12.2%

11.5%

Interest & Other

($3)

($3)

Interest & Other

(c)

($3)

($8)

Total EBT

$55

$48

Total EBT

$162

$159

Margin %

11.8%

9.9%

Margin %

12.0%

10.9%

Income Taxes

($13)

($18)

Income Taxes

($55)

($51)

Tax Rate

(a)

24.4%

36.3%

Tax Rate

(d)

33.9%

31.7%

Total Net Earnings

$41

$31

Total Net Earnings

$107

$109

Margin %

8.9%

6.3%

Margin %

7.9%

7.5%

Diluted Shares

141

139

Diluted Shares

142

140

Diluted EPS (GAAP)

$0.29

$0.22

Diluted EPS (GAAP)

$0.76

$0.78

Diluted EPS Before 1-Times (Non-GAAP)

(b)

$0.26

$0.22

Diluted EPS Before 1-Times (Non-GAAP)

(e)

$0.69

$0.72

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

(a) FY09 Q3 Tax Rate of 24.4% is attributable to the retroactive portion of the approved certification for a state tax credit program of $6M. The $6M is comprised of $4 million for fiscal 

     year 2008 & $2M for the six months ended December 31, 2008. 

(b) FY09 Q3 Diluted EPS Before 1-Times (Non-GAAP) excludes the FY08 portion of the approved certification for a state tax credit program (gain reflected in Income 

     Taxes) $0.03 impact to EPS.

(c) FY09 Interest & Other reflects the effect of the one-time gain from the purchase of the 6.125% Senior Notes of approximately $8M.

(d) FY09 Q3 YTD Tax Rate of 33.9% is attributable to the FY08 portion of the approved certification for a state tax credit program of $4M. Excluding the one-time tax credit 

     the FY09 Q3 YTD tax rate would be 36.4%.

     FY10 Q3 YTD Tax Rate of 31.7% is attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of approximately $8M. Excluding 

     the year-to-date benefit the FY10 Q3 YTD tax rate would be 36.7%.

(e) FY09 Q3 YTD Diluted EPS Before 1-Times (Non-GAAP) excludes the approximately $8M gain on purchase of $125M of Senior Notes (gain reflected in Interest & Other); $0.04 

     impact to EPS and  the fiscal year 2008 portion of the approved certification for a state tax credit program (gain reflected in Income Taxes); $0.03 impact to EPS.

     FY10 Q3 YTD Diluted EPS Before 1-Times (Non-GAAP) excludes the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of approximately 

     $8M (gain reflected in Income Taxes); $0.06 impact to EPS.

25

Broadridge

FY10 Guidance from Continuing Operations

Revenue

($ in millions)

EBIT

FY09

FY10 Range

FY09

FY10 Range

Actual

Low

High

Actual

Low

High

$1,531

$1,671

$1,688

ICS

$249

$279

$285

-3%

9%

10%

Growth %  /  Margin % 

16.3%

16.7%

16.9%

$559

$531

$533

SPS

$134

$87

$94

5%

-5%

-5%

Growth %  /  Margin % 

23.9%

16.4%

17.7%

$2,090

$2,202

$2,222

Total Segments

$383

$366

$379

-1%

5%

6%

Growth %  /  Margin % 

18.3%

16.6%

17.1%

$1

$2

$2

Other

($29)

($18)

($23)

($18)

$4

$6

FX

*

($2)

($0)

$4

$2,073

$2,208

$2,230

Total Broadridge

$352

$348

$361

-3%

7%

7%

Growth %  /  Margin % 

17.0%

15.8%

16.2%

Interest

&

Other

(a)

($6)

($11)

($11)

Closed Sales

Total EBT

$346

$337

$350

FY10 Range

Margin %

16.7%

15.3%

15.7%

Segments

Low

High

ICS

$125

$135

Income Taxes

($123)

($116)

($122)

SPS

$60

$70

Tax Rate

(b)

35.5%

34.6%

34.7%

Total

$185

$205

Total Net Earnings

$223

$220

$228

Margin %

10.8%

10.0%

10.3%

Diluted Shares

142

139

139

Diluted EPS (GAAP)

$1.58

$1.58

$1.64

Diluted

EPS

Before

1-Times

(Non-GAAP)

(c)

$1.51

$1.52

$1.58

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

(a) FY09 Actual Interest & Other reflects the effect of the one-time gain from the purchase of the 6.125% Senior Notes of approximately $8M.

(b) FY09 Actual Tax Rate of 35.5% is attributable to the FY08 portion of the approved certification for a state tax credit program of $4M. Excluding the 

      one-time tax credit the FY09 Full Year tax rate would be 36.7%.

FY10 Low & High Ranges Tax Rates of 34.6% & 34.7% respectively is attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of approximately $8M.

Excluding the year-to-date tax benefit the FY10 Low & High Tax Rate would be 36.7%

(c) FY09 Actual Diluted EPS Before 1-Times (Non-GAAP) excludes the approximately $8M gain on purchase of $125M of Senior Notes (gain reflected in 

     Interest & Other); $0.04 impact to EPS and the FY08 portion of the approved certification for a state tax credit program (gain reflected in Income 

     Taxes); $0.03 impact to EPS.

FY10 Low & High Ranges Diluted EPS Before 1-Times (Non-GAAP) of $1.52 & $1.58 respectively excludes the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards of

approximately $8M (gain reflected in Income Taxes); $0.06 impact to EPS.

26

Closed Sales to Revenue Contribution

FY09

FY10

FY09

FY10

FY11

FY12

($ millions)

Actual

Forecast

Actual

Forecast

Forecast

Forecast

Total Revenues

2,073

2,208-2,230

$ Growth

135-157

% Growth

7%

Total Closed Sales

140

60

60

20

% Contribution to FY09 Total Revenues

3%

3%

1%

185-205

75-80

50-70

60-55

% Contribution to FY09 Total Revenues

4%

3%

3%

Recurring (RC)

(a)

95

25

50

20

135-150

30

45-65

60-55

RC Sub-total

25

80

65-85

60-55

% Contribution to FY09 Total Revenues

1%

4%

4%

3%

Event-Driven (ED)

(b)

45

35

10

50-55

45-50

5

ED Sub-total

35

55-60

5

% Contribution to FY09 Total Revenues

2%

3%

0%

(a) "Sales" revenue is comprised of contribution from all RC sales

(b) "Event-Driven" revenue is comprised of contribution from ED sales coupled with ED existing client growth

Note

: Amounts are rounded for illustrative purposes only

Closed Sales Breakdown

Revenue Contribution Breakdown

Revenue Contribution

Closed Sales

27

27

Segment Results –

Securities Processing Solutions with Outsourcing

3Q10

3Q09

3Q10 YTD

3Q09 YTD

FY09

Actual

Actual

Actual

Actual

Actual

Low

High

Revenues

$134

$136

$398

$422

$559

$531

$533

Growth Rate

-2%

2%

-6%

7%

5%

-5%

-5%

Trade

$69

$72

$213

$236

$311

$283

$286

Growth Rate

-4%

-7%

-10%

2%

0%

-9%

-8%

Non-trade

$58

$58

$166

$167

$223

$220

$221

Growth Rate

0%

14%

0%

12%

10%

-1%

-1%

Outsourcing

$6

$6

$18

$19

$25

$28

$26

Growth Rate

0%

34%

-6%

36%

31%

11%

4%

Margin $

$25

$32

$74

$105

$134

$87

$94

Margin %

18.3%

23.5%

18.5%

25.0%

23.9%

16.4%

17.7%

Margin (bps) Changes

520 bps

650 bps

10bps

750bps

620bps

($ in millions)

FY10 Range

28

Reconciliation of Non-GAAP to GAAP Measures

Free Cash Flow Reconciliation

(In millions)

Low

High

Net earnings from continuing operations (GAAP)

109

$                    

220

$             

228

$             

Depreciation and amortization (includes other LT assets)

43

60

58

Stock-based compensation expense

21

30

28

Other

(16)

(15)

(10)

Subtotal

157

295

304

Working capital changes

21

(5)

8

Long-term assets & liabilities changes

3

-

3

Net cash flow provided by continuing operating activities

181

290

315

Cash Flows From Investing Activities

Capital expenditures & purchased intangibles

(29)

(55)

(45)

Free cash flow (Non-GAAP)

152

$                    

235

$             

270

$             

Nine Months Ended

FY10 Range

March 2010

EBIT Reconciliation

3Q09

3Q10

YTD09

YTD10

FY09

FY10 Range

($ in millions)

Actual

Actual

Actual

Actual

Actual

Low

High

EBIT (Non-GAAP)*

$58

$51

$166

$167

$352

$348

$361

Margin %

12.5%

10.4%

12.2%

11.5%

17.0%

15.8%

16.2%

Interest & Other

($3)

($3)

($3)

($8)

($6)

($11)

($11)

Total EBT (GAAP)

$55

$48

$162

$159

$346

$337

$350

Margin %

11.8%

9.9%

12.0%

10.9%

16.7%

15.3%

15.7%

EPS Reconciliation

Low

High

Diluted EPS from continuing operations (GAAP)

$0.29

$0.22

$0.76

$0.78

$1.58

$1.58

$1.64

Tax Restructuring**

($0.03)

-

($0.07)

($0.06)

($0.07)

($0.06)

($0.06)

Diluted EPS before 1-Times (Non-GAAP)

$0.26

$0.22

$0.69

$0.72

$1.51

$1.52

$1.58

* 

Includes impact of FX Transaction Activity

** Includes one-time gain on purchase of Senior Notes and one-time state tax credit benefit

29

Key Financial Tactical Points

Key transactions and financial impact to FY11:

MF Proxy-

two large unique jobs which are not expected to repeat in FY11.

This is expected to have approximately $(60)M impact on revenues

and

$(35)M on EBIT

Penson

transaction is expected to have an incremental $35M impact on

revenues and $(15)M on EBIT

Data Center/ Information Technology Outsourcing agreement is expected to

have approximately $(5-10)M impact on EBIT (approximately $25M total

expense over two years) and is expected to result in approximately $25M

annual savings beginning FY13 over the next 10 years.  Cash flow

incremental use of $40-50M for software capital expenses in FY11