February 3, 2009

Earnings Webcast & Conference Call

Second 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

Second 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 second quarter and

reaffirmation of full fiscal year 2009 earnings per

share guidance

•

A review of sales performance

•

General

overview of current market dynamics and

impact on Broadridge

4

Opening Remarks –

Key Topics

Second Quarter FY09 Financial Results

•

Financial performance for the quarter was better than expectations, given

the current challenging market conditions

•

Revenues for Operating Segments continue to grow, driven by recurring

revenues

•

Business

fundamentals

continue

to

demonstrate

resiliency,

as

key

recurring

revenue metrics in the core Investor Communication business remain

essentially unaffected by volatile market activity

•

Reaffirming full fiscal year 2009 diluted EPS guidance

Non-GAAP EPS range of $1.45 -

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

from purchase of senior notes)

GAAP EPS range of $1.49 -

$1.59

•

Anticipating

FY09

revenue

decline

of

-3%

to

flat

growth,

which

is

down

from

our

previous

growth

guidance

of

flat

to

3%

growth,

primarily

due

to

foreign

currency

exchange,

lower

Mutual

Fund

Proxy

and

reduced

distribution

revenue

resulting

from

higher

Notice

and

Access

adoption

rates

•

Strong free cash flows of $210M -

$250M, solid liquidity given free cash

flows

and

$500M

committed

revolver

with

three

plus

years

term

remaining,

and

strong

balance

sheet

with

1-to-1

debt

to

EBITDA

ratio

5

Opening Remarks –

Key Topics

Sales Performance Overview

•

Closed sales for quarter up 36% and year-to-date up 26%

•

Recurring closed sales are approximately 80% of total closed

sales year-to-date, and up 100% over prior year

•

Sales pipeline remains strong and is still building momentum

•

Despite high functionality and efficiency of Broadridge processing

platform,

complexity

of

conversions

is

biggest

closing

hurdle

•

Full

year

closed

sales

forecast

of

$160M

-

$180M

still

on

track

6

Opening Remarks –

Key Topics

General Market Conditions

Headwinds:

•

Headwinds remain in the financial services market and are creating short-term

revenue slow down, but should also create long-term opportunities

•

Expecting less trade volumes and lower Mutual Fund Proxy activity in the second

half of fiscal year

•

Pricing pressures creating increased concessions, but retaining clients with extended

contract terms

Industry Consolidation Update:

•

JP Morgan/Bear, Barclays/Lehman and Neuberger Berman contracts completed and

putting Broadridge in slightly net positive position

•

Bank

of

America

and

Merrill

Lynch

acquisition

recently

completed

and

we

remain

in

discussions around long-term platform strategy

Tailwinds:

•

Investor Communication Solutions’

core proxy recurring revenue, which is more than

50%

of

Broadridge

revenues,

is

maintaining

its

unique

historical

resiliency

to

negative

market conditions

•

Broadridge expects to exit this down market with more market share than we entered

•

Broadridge continuing to make investments in business to leverage long-term

opportunities

7

Key Highlights:

Q2 -

Revenue

1% to $459M and YTD

2% to $932M

(Operating Segments

2% for Q2 and

3% YTD)

•

Sales contributed +4%  (YTD = +3%)

•

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

•

Internal Growth contributed +2% (YTD = +2%)

•

Event-driven activity reduced growth by -2% (YTD = -1%)

•

Distribution Fees reduced growth by -1% (YTD = flat)

•

Other/FX reduced growth by -3% (YTD = -1%)

Q2 -

Pre-tax Margin

40 bps to 10.6% and YTD

10 bps to

11.5%

•

Q2

and

YTD

–

Better

than

anticipated

performance

from

trade

revenues and

one-time gains,

offset

by previously disclosed grow-over related to timing in Q2

FY2008 build-out of public company infrastructure and investment ramp-up

Q2 -

Diluted EPS flat at $0.21 and YTD flat at $0.46

•

Q2 -

Fully diluted shares

0.4M to 141.3M

•

YTD -

Fully diluted shares

1.4M to 141.7M

Broadridge  Results –Q2 & YTD FY 2009

8

Segment Results –

Investor Communication Solutions

2Q09

2Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Revenues

$296

$609

$1,544

$1,577

Growth Rate

-3%

1%

-2%

0%

Fee Revenues

$144

$292

$778

$804

Growth Rate

-2%

1%

1%

5%

Recurring (RC)

7%

8%

7%

11%

Event-driven (ED)

-15%

-9%

-12%

-9%

Distribution Revenues

$152

$317

$767

$773

Growth Rate

-3%

1%

-5%

-4%

Margin

6.7%

7.1%

16.5%

17.3%

Margin Basis Points (bps) Change

230 bps

240 bps

30 bps

110 bps

Q2 FY09 Key Highlights:

Fee Revenues Q2

2% ( YTD

1%)

•

Recurring Fee revenue

$6M or 7% (YTD

$14M or 8%)

•

Net New Business

$3M or 3% (YTD

$5M or 3%) primarily driven by Transaction Reporting and Fulfillment

•

Internal Growth

$3M or 4% (YTD

$9M or 5%) driven by Mutual Fund Interim position growth, higher Fulfillment and Transaction Reporting volume, as well as

an increase in Notice and Access adoption rates

•

Mutual Fund Interims position growth

6% (YTD

6%) and Equity Proxy position growth

3% (YTD flat)

•

Event-driven Fee revenue

$8M or -15%

(YTD

$11M or -9% ) driven by lower

Mutual Fund Proxy, slightly offset by higher M&A activity

Distribution Revenues

•

Q2 Distribution  Revenue

3% primarily due to lower mail volume, 

coupled with an increase in Notice and Access adoption rates

•

YTD Distribution Revenue

1% primarily due to net new business and internal growth, partially offset by Mutual Fund Proxy and impact  of  increased Notice and  Access

adoption  rates

Margin

•

Q2 Margin

230

bps primarily due to lower revenues and lower product mix

•

YTD Margin

240

bps primarily due to product mix

FY09 Key Drivers:

•

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

•

Recurring Fee revenue Internal Growth contributes 3% to 5%

•

Event-driven revenue contributes -4% to -3%, primarily a decline in Mutual Fund Proxy; M&A activities remain flat

9

:

9

Segment Results –

Securities Processing Solutions

Q2

FY09

Key

Highlights

Revenues (Q2

9%

and YTD

8%)

•

Q2 -

Net New Business contributed 2% or $3M (Sales of 6% offset by losses of 4%)

•

YTD -

Net New Business contributed 2% or $5M (Sales of 5% offset by losses of 3%)

•

Q2

-

Internal

Growth

contributed

6%

or

$8M

(Internal

growth

Equity

TPD

10%

to

1,693K,

driven

by

retail

trades.

Fixed-Income TPD

26% to 267K)

•

YTD -

Internal

Growth

contributed

5%

or

$14M

(Internal

growth

Equity

TPD

7%

to

1,597K,

driven

by

retail

trades.

Fixed-Income TPD

26% to 269K)

Margins

•

Q2

140

bps

-

Revenue

growth

net

of

higher

planned investment

spending

related

to

new

products

and

lower

capitalization of conversion related costs

•

YTD

90 bps

-

Contribution from revenue growth more than offset by higher planned investment spending and

RBC conversion

related

resources

no

longer

capitalized

and

“returning”

to

expense

run

rate

FY09 Key Drivers:

•

Net New Business and acquisitions contribute 1% to 2%

•

Internal Growth contributes 1% to 2%

2Q09

2Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Revenues

$139

$273

$527

$535

Growth Rate

9%

8%

2%

4%

Margin

28.8%

28.4%

24.6%

25.7%

Margin Basis Points (bps) Change

140 bps

90 bps

210 bps

100 bps

10

Segment Results –

Clearing and Outsourcing Solutions

Q2 FY09 Key Highlights:

Revenues

(Q2

16%

and

YTD

5%)

•

Q2 -

Net New Business contributed 31% or $8M (Sales of 34% with 5% coming from outsourcing, offset by

losses of 3% )

•

YTD

-

Net

New

Business

contributed

18%

or

$9M

(Sales

of

22%

offset

by

losses

of

4%)

•

Q2 -

Internal Growth

15% or $4M (higher processing fees of $1M, more than offset by lower net interest

income

due

to

lower

Federal

Funds

rate

and

lower

margin

balances

-

TPD

22%

to

59K

TPD) 

•

YTD -

Internal Growth

13% or $6M (higher processing fees of $2M, more than offset by lower net interest

income

due

to

lower

Federal

Funds

rate

and

lower

margin

balances

-

TPD

14%

to

53K)

–

Federal Funds rate impact for Q2 of $2M and YTD $5M

Pre-tax Loss

•

Q2 -

Excluding the negative effect of net interest income, margin increased $4M on revenue increase of $8M

(YTD -

margin increased $6M on revenue increase of $9M)

FY09 Key Drivers:

•

Net New Business contributes 22% to 23%

•

Internal Growth contributes -11% (primarily related to impact from lower Federal Funds rate ($8M) and lower

margin lending balance)

2Q09

2Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Revenues

$29

$52

$106

$108

Growth Rate

16%

5%

11%

12%

Pre-tax Loss

-$2

-$5

-$7

-$6

11

Segment Results –

Other & Foreign Exchange (FX)

Q2 & YTD FY09 Key Highlights:

Revenues

•

Q2 FX Revenues decreased to -$5M from +$4M (YTD FX Revenues decreased to -$3M from

+$5M) year-over-year due to strengthening of the U.S. dollar

Margin

•

Q2 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

2Q09

2Q09 YTD

FY09 Range

($ in millions)

Actual

Actual

Low

High

Other Fees Revenues

$0

$0

$1

$1

Other Fees Margin

$0

$0

$1

$1

FX Revenues

-$5

-$3

-$26

-$26

FX P&L Margin

-$1

$0

-$6

-$6

Other

Interest Expense

-$3

$0

-$8

-$8

Corporate Expenses & Investments

-$10

-$16

-$29

-$31

FX Transaction Activity

$4

$7

$7

$7

12

Fiscal Year 2009 Grow-Over Discussion

Second quarter of FY09 tough EPS compare given grow-over items

FY08 Grow-Overs

($ in millions)

Q1

Q2

Q3

Q4

FY09

Actual

Actual

Forecast

Forecast

Other-

Corporate/Investments

Termination Fees

(2)

(5)

0

(1)

(8)

Corporate Build

(4)

(4)

0

0

(8)

Investments

(3)

(3)

(3)

0

(9)

Special Stock Option Grants

0

(2)

(3)

5

0

Sub-total

(9)

(14)

(6)

4

(25)

Segments

SPS-

Non-Deferred S&P

(5)

(3)

(2)

0

(10)

($14)

($17)

($8)

$4

($35)

13

Broadridge Cash Flow  –

Q2 FY 2009 and FY 2009 Forecast

Broadridge

Financial Solutions, Inc.

Calculation

of

Free

Cash

Flow

-

Non-GAAP

Unaudited

(In millions)

Low

High

Ridge Clearing

All Other

Financing

Processing

Broadridge

Calculation

of

Free

Cash

Flow

(Non-GAAP)

:

Activities

Activities

Total

Earnings

-

$             

66

$          

66

$            

207

$     

222

$     

Depreciation and amortization

-

28

28

55

60

Deferred taxes

-

(3)

(3)

(12)

(10)

Stock-based compensation expense

-

16

16

30

35

Gain from purchase of senior notes

-

(8)

(8)

-

-

Other

-

2

2

5

5

Subtotal

-

101

101

285

312

Working capital changes

-

1

1

(10)

(5)

Securities clearing activities

181

-

181

-

-

Long-term assets and liabilities changes

-

(5)

(5)

(15)

(10)

Net cash flow provided by (used in) operating activities

181

96

277

260

297

Cash Flows From Investing Activities

Capital expenditures

-

(7)

(7)

(45)

(42)

Intangibles

-

(1)

(1)

(5)

(5)

$     

$     

Free cash flow

181

$            

88

$          

269

$          

210

$     

250

$     

Cash

Flows

From

Other

Investing

and

Financing

Activities

Acquisitions

-

(15)

(15)

(15)

(15)

b

Long-term debt repayment

-

(114)

(114)

(114)

(114)

Dividends

-

(18)

(18)

(39)

(39)

Other

(4)

7

3

-

-

Repurchases of Common Stock

-

(12)

(12)

(12)

(12)

Short-term (bank overdrafts)

(9)

-

(9)

-

-

Effect of exchange rate changes on cash and cash equivalents

-

(3)

(3)

(3)

(3)

Net change in cash and cash equivalents

168

(67)

101

27

67

Cash and cash equivalents, at the beginning of year

41

157

198

157

157

Cash and cash equivalents, at the end of period

209

$            

90

$          

299

$          

184

$     

224

$     

(a) Excluded from Earnings and Free Cash Flow

All Other Processing

Activities

December 2008

FY09 Range

Six Months Ended

a

b

b

(b) Guidance

does

not

include

effect

of

any

future

acquisitions,

additional

debt

or

share

repurchases

14

Broadridge -

FY 2009 Financial Guidance Summary

Revenue growth of -3% to flat (-1% to 2% fee only)

Operating segment revenue growth of flat to 2% (2% to 5% fee only)

Earnings

before

interest

and

taxes

margin

of

16.2%

-

17.1%

Diluted EPS in the range of:

GAAP EPS $1.49 -

$1.59

Non-GAAP EPS $1.45 -

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

share from purchase of senior notes)

Sales

forecast

for

year

of

$160M

-

$180M

Effective Tax Rate of approximately 39%

Free

cash

flow

in

the

range

of

$210M

-

$250M

15

Summary

Broadridge is weathering the storm as solid second quarter results are

better than expectations

Majority of Broadridge business model continues to be resilient as key

recurring revenue metrics remain stable

Navigated the

recent financial services industry consolidation well; to-

date providing slightly more upside than downside risk

Market headwinds are turning good execution into flat or slightly

negative revenue growth in the near-term

Current regulatory environment generating new longer-term

opportunities

Well-positioned as a result of our recurring revenue base, great value

propositions, strong free cash flows, solid balance sheet and

appropriate liquidity

16

Q&A

There are no slides during this portion of the

presentation

17

Closing Comments

There are no slides during this portion of the

presentation

18

Appendix

Appendix

19

Closed Sales-To-Revenue

Overview

Closed Sales-To-Revenue

General Conversion Time Frames

FY 09

Closed Sales-to-Revenue Conversion

Sales Plan

General Time Frames

Investor

Communication

Solutions

$90M -

$100M

Registered Mutual Fund Sales

1 to 6 Months

Registered Equity Sales

Issuer's Next Annual Meeting

Transaction Reporting

(1)

and Fulfillment Sales

3 to 9 Months

Global Proxy Sales

1 to 6 Months

Securities

Processing

Solutions

Small Broker-Dealer Firms

3 to 6 Months

Mid-sized Broker-Dealer Firms

6 to 9 Months

Large Broker-Dealer Firms

9 to18+ Months

Clearing

and

Outsourcing

Solutions

$70M -

$80M

Clearing

Small Broker-Dealer Firms

3 Months

Mid-sized Broker-Dealer Firms

3 to 6 Months

Outsourcing

Mid-sized Broker-Dealer Firms

6 to 9 Months

Large Broker-Dealer Firms

9 to18+ Months

(1) Transaction Reporting sales are comprised of statement, confirm and 1099 business

Segment Sales Categories

20

Segments –

FY 2009 Financial Guidance Summary

Investor Communication:

Revenues -2% to Flat

Margins 16.5% -

17.3%

Sales $90M -

$100M

Securities Processing:

Revenues 2% -

4%

Margins 24.6% -

25.7%

Clearing and Outsourcing:

Revenues 11% -

12%

Operating losses at $6M -

$7M

Sales Plan $70M -

$80M for the combined Securities Processing and Clearing

and Outsourcing business segments

21

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